Common use of Standstill Restrictions Clause in Contracts

Standstill Restrictions. From the date of this Agreement and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”), Holdings shall not, and shall cause all of its respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage in, any “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or in any 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, other than with the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act.

Standstill Restrictions. (a) From and after the date Closing Date until the later of this Agreement (x) the ten (10) year anniversary of the Closing Date and until (y) the three (3) year anniversary of the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock Shareholder shall cease to Beneficially Own Voting Securities representing at least the Ownership Threshold (the “Standstill Period”), Holdings without the prior written consent of the Company, the Shareholder Parent shall not, and shall cause all each of its respective Subsidiaries and Affiliates not to, directly or indirectly through another indirectly, alone or in concert with any other Person, unless except as otherwise expressly invited set forth in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):this Section 4.1: (ai) acquire, agree to acquire, propose, seek or offer to acquire or announce agree to acquire Beneficial Ownership of any Voting Securities in addition to the intention Shareholder Shares, except (A) pursuant to stock splits, reverse stock splits, stock dividends or distributions, combinations, reclassifications or any similar recapitalizations or (B) acquisitions or purchases of Voting Securities pursuant to and in accordance with Section 4.4; (ii) acquire, offer to acquire or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject agree to conditions) acquire any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries that are material to the operations, financial condition or prospects of the Company and its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assetstaken as a whole; (biii) enter into, agree induce or attempt to enter into, propose, or seek induce any third party to propose or offer to enter into acquire Beneficial Ownership of Voting Securities (other than the Shareholder Shares as and to the extent permitted in accordance with Article V); (iv) initiate or knowingly facilitate make a proposal for any scheme of arrangement, merger, tender, takeover or exchange offer, business combination, recapitalizationreorganization, restructuring restructuring, recapitalization or other extraordinary transaction (including that would, if consummated, result in a Change of ControlControl with respect to the Company; (v) involving seek the election, appointment or removal of any Directors (other than any Shareholder Designee) or seek a change in the composition or size of the Board; (vi) except as otherwise required by applicable law, rule or regulation as set forth in an opinion of reputable U.S. counsel, make or cause to be made any press release or similar public announcement or public communication relating to the way it intends to, or does, vote its Shareholder Shares at any meeting of the shareholders of the Company or in connection with any of its Subsidiariesaction by written consent at or in which Voting Securities are entitled to vote; (cvii) deposit any Shareholder Shares into a voting trust or subject any Shareholder Shares to any proxy, arrangement or agreement with respect to the voting of such any Shareholder Shares or other agreement having a similar effect (other than as recommended by the Board); (viii) initiate, knowingly encourage, makepropose or otherwise solicit shareholders for the approval of any shareholder proposal or solicit proxies or consents, or in any way participate in, directly or engage inindirectly, any “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) Person with respect to the voting of, any voting securities of the Company (includingVoting Securities, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than become a “participant” in a manner “solicitation” (as such terms are defined in accordance Regulation 14A under the Exchange Act, as in effect on the date of this Agreement, whether or not such Regulation is applicable to the Company) with the recommendation of the Boardrespect to any Voting Securities; (dix) file with the SEC publicly call or requisition a proxy statement call for any general, special or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder extraordinary meeting of the Company’s shareholders; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (hx) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) Group with respect to any voting securities of the Company, other than with the Permitted TransfereesVoting Securities; (ixi) call, request make any public statement or disclosure inconsistent with the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholdersforegoing; (jxii) otherwise actassist, alone advise, induce or in concert with others, attempt to seek to control the management induce (or provide any confidential information of the Company; (kCompany or any of its Subsidiaries for the purpose of assisting, advising, inducing or attempting to induce) disclose any intention, plan or arrangement prohibited bythird party with respect to, or inconsistent withtake any affirmative action to do, any of the foregoing; or (lxiii) advisepropose or seek an amendment or waiver of any of the provisions of this Section 4.1. (b) This Section 4.1 shall not, assist in any way, prevent, restrict, encumber or knowingly encourage limit (i) the Shareholder Parent and its Affiliates (including the Shareholder) from exercising their respective rights, performing their respective obligations or enter into any negotiationsotherwise consummating the transactions contemplated by this Agreement, agreements or arrangements with the Merger Agreement and any other persons (other than any Permitted Transferees) contract or agreement contemplated by the Merger Agreement, in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock each case in accordance with the terms hereof or thereof, including exercising the Shareholder’s rights pursuant to Article III, Section 3.014.3, Section 4.4, Article V (including Section 5.1(d)(i)(B); provided that ) and Article VI or (ii) any Shareholder Designee then serving as a Director from exercising and performing his or her duties (fiduciary and otherwise) as a Director in accordance with the foregoing limitations will Company’s Organizational Documents, all codes and policies of the Company and all laws, rules, regulations and codes of practice, in each case as may be applicable and in effect from time to time. (c) If, at any time during the Standstill Period, (i) in no way limit the activities Company enters into definitive documentation providing for a transaction that, if consummated, would constitute a Change of any Person appointed Control with respect to the Company; (ii) the Board pursuant publicly announces its determination that (A) it will sell or dispose of, or has commenced a process by which it proposes to sell or dispose of, the terms Company or all or substantially all of the Merger Agreement or this Agreement assets of the Company and its Subsidiaries, taken in his or her capacity as a director whole, (B) will consider offers or proposals for a transaction that, if consummated, would result in a Change of Control with respect to the Company, or (C) the Company or all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, is for sale; or (iii) a tender, takeover, exchange or similar offer that, if consummated, would constitute a Change of Control with respect to the Company is commenced or the subject of an announcement of a firm intention to be made or commenced by any Person or Group and either (A) the Shareholder Parent Beneficially Owns Voting Securities representing less than fifteen percent (15%) of the then outstanding Voting Securities or (B) the Board either (x) publicly recommends that shareholders of the Company tender their Voting Securities to the Person or Group making such offer or (y) fails to recommend that the shareholders of the Company reject such offer, in each case within ten (10) Business Days after the date of commencement or posting of such offer, then, in any such case the provisions of Section 4.1(a) shall terminate immediately and all other provisions of this Agreement shall remain in full force and effect; provided, however, that if, (x) with respect to clause (i) of this sentence, such transaction is terminated without being consummated, (y) with respect to clause (ii) not preclude of this sentence, the exercise of any rights received as a dividend Board has publicly announced that it has rescinded such determination or other distribution in a rights offering or other issuance in (z) with respect of any Common Stock beneficially owned by Holdings, to clause (iii) not require Holdings of this sentence, such offer or any similar transaction is withdrawn, terminated or expires without being consummated or, if the Shareholder Parent Beneficially Owns Voting Securities representing at least fifteen percent (15%) of its Affiliates to vote its Common Stock with respect to any matter the then outstanding Voting Securities and the Board publicly recommends that the shareholders of the Company reject such offer, then, in any given manner such case all provisions of Section 4.1(a) previously terminated shall be reinstated and shall be in full force and effect in accordance with their terms from and after the date of such termination, public announcement, withdrawal or at all and expiration, as the case may be; provided, further, that such reinstatement shall not restrict Holdings prevent the Shareholder Parent or any of its Affiliates from publicly stating how it intends continuing to vote on pursue any particular matter and activities described in this Section 4.1(c) that were definitively commenced after the date of such termination, but at or prior to the date of such reinstatement. (ivd) not limit Holdings Notwithstanding anything to the contrary in this Section 4.1, nothing herein shall prohibit or prevent the Shareholder Parent or any of its Affiliates from participating acquiring securities of, or from entering into any merger or other business combination with, another Person that Beneficially Owns any Voting Securities or the securities of any successor to, or Person in control of, the Company; provided, however, that (i) such Person shall have acquired such Voting Securities or other securities other than in contemplation of the Shareholder Parent or any auction process initiated of its Affiliates acquiring the securities of, or entering into any such merger or other business combination with, such Person; (ii) the Beneficial Ownership of such Voting Securities or other securities by such Person shall not be a primary reason for the Shareholder Parent or any of its Affiliates acquiring the securities of, or entering into any such merger or other business combination with, such Person; and (iii) the Beneficial Ownership by the Shareholder or the Shareholder Parent or such Person of the Voting Securities held by such Person following the acquisition, merger or other business combination would not, when combined with the Beneficial Ownership by the Shareholder or the Shareholder Parent or such Person of Voting Securities held by the Shareholder Parent or one of its Affiliates, result in the Shareholder Parent or any of its Affiliates or such Person being required, pursuant to the Companies Acts, to commence an offer to acquire additional Voting Securities. (e) Notwithstanding anything to the contrary in this Section 4.1, nothing herein shall prevent the Chairman and/or the Chief Executive Officer of the Shareholder Parent from communicating with the Chairman and/or the Chief Executive Officer of the Company (including for purposes of requesting permission to make any proposal or to take any action prohibited by this Section 4.1); provided that (i) such communication is made confidentially, does not reasonably require public disclosure by the Company, the Shareholder Parent or any of their respective Affiliates and does not reasonably require the issuance of a public response by the Company or any of its Subsidiaries Affiliates; and (ii) neither the fact that such communication or request has been made or any of the terms thereof or facts with respect to its assets in which thereto are publicly disclosed, directly or indirectly, by the Company has invited in writing Holdings Shareholder Parent or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act.

Standstill Restrictions. From During the date of this Agreement and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock Standstill Period (the “Standstill Period”as defined in Section 3.4), Holdings the Investor shall not, and shall cause all not permit any of its respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with without the approval prior written consent of the Board (provided, that the Holding Board Members shall not participate in such decision):Company: (ai) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention make any public proposal to acquire, directly or knowingly facilitate the acquisition or ownership indirectly, Beneficial Ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt voting securities or assets of the Company or its Subsidiaries, except (A) the acquisition of securities or assets by the Investor or any of its Subsidiarieswholly owned Subsidiaries from the Investor or any such Subsidiary, (B) Beneficial Ownership resulting from the acquisition of interests in any unrelated Person that has Beneficial Ownership of shares of Common Stock, provided, in the case of this clause (B) that (1) the acquisition of Beneficial Ownership of Common Stock was not the primary purpose of the acquisition of interests in such unrelated Person, (2) the Investor or the relevant Affiliate divests, or any warrantcauses the unrelated Person to divest, option or other direct or indirect right to acquire any such securitiesshares of Common Stock reasonably promptly in a commercially reasonable manner, loans and (3) any such shares of Common Stock shall not be counted in any calculation of the Investor’s Economic Interest Percentage, (C) pursuant to the exercise of Preemptive Rights pursuant to Article V, or, prior to the time Investor first takes an action described in Section 5.6(ii), purchases of Common Stock in the open market that do not result in Investor’s Economic Interest Percentage being greater than 20%, or assets(D) on behalf of customers in the ordinary course of their respective financial services businesses; (bii) enter intodeposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement, agree pooling arrangement or similar arrangement, or grant any proxy with respect to any shares of Common Stock; (iii) publicly propose to enter into, proposedirectly or indirectly, any merger or other business combination or similar transaction with, or seek or offer to enter into or knowingly facilitate any mergerchange in control transaction involving, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (civ) initiate, knowingly encourage, make, or in any way participate join in, directly or engage inindirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence vote any person (other than any Permitted Transferees) with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange ActSubsidiaries; (ev) nominate call, or recommend for nomination seek to call, a person for election at any shareholder meeting of the Company at which directors shareholders of the Board are to be elected, other than pursuant to Section 2.02; (f) submit Company or initiate any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting action by shareholders of the Company; (gvi) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting seek a release of the Companyrestrictions contained in this Section 3.3, in any manner that would require public disclosure thereof; (hvii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that, with respect to any voting securities of the CompanyCompany or its Subsidiaries, other than would be required under Section 13(d) of the Exchange Act and the rules and regulations thereunder to file a Statement on Schedule 13D with the Permitted Transferees; SEC as a “person” (iwithin the meaning of Section 13(d)(3) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoingExchange Act); or (lviii) advise, assist publicly disclose any plan or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock proposal with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participateforegoing. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision The provisions of this Section 2.03 (including this sentence), or (y) take 3.3 shall not apply at any action (except as expressly permitted herein) time that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described is not in this compliance with its obligations under Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act3.1.

Standstill Restrictions. From (a) During the date Equity Restricted Period, each of this Agreement Parent and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”), Holdings shall not, Purchaser covenants and shall cause all of its respective Subsidiaries and Affiliates not to, directly or indirectly through another Personagrees that, unless expressly invited in a writing with the approval of a majority of the whole NewCo Board (providedor, that prior to the Holding Board Members shall Closing, Company Board, it will not, and will not participate in such decision):cause or permit any of its consolidated Subsidiaries to, directly or indirectly: (ai) acquire, offer to acquire or agree to acquire, proposeby purchase or otherwise, seek Beneficial Ownership of any Equity Securities (other than Additional Shares acquired in accordance with Section 8.6(d) or offer any shares of NewCo Common Stock or other Equity Securities issued by NewCo with respect to acquire the Shares or announce Additional Shares pursuant to any stock dividend, stock split or other recapitalization or reclassification of NewCo Common Stock or pursuant to any shareholder rights or similar plan) or any other security, including any cash-settled option or other derivative security, that transfers all or any portion of the intention to acquire, economic benefits or knowingly facilitate risks of the acquisition or ownership of (whether publicly or otherwise and whether or not subject Equity Securities to conditions) any equity securities, loans, debt securities or assets of the Company Purchaser or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assetscontrolled Affiliates; (bii) enter into, agree make any statement or proposal to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company NewCo or any of its Subsidiaries; (c) initiate, knowingly encourage, makeNewCo’s stockholders regarding, or in make any way participate public announcement, proposal or engage in, offer (including any “solicitation” of “proxies” as such terms are defined or used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) Regulation 14A of the Exchange Act) with respect to, or otherwise solicit or effect, or seek or offer or propose to effect (whether directly or indirectly, publicly or otherwise) (A) any voting business combination, merger, tender offer, exchange offer or similar transaction involving NewCo or any of its Subsidiaries, including any Change of Control, (B) any restructuring, recapitalization, liquidation, dissolution or similar transaction involving NewCo or any of its Subsidiaries, including any divestiture, break-up or spinoff, or (C) any acquisition of any of NewCo’s or its Subsidiary’s equity securities of the Company, other than with the Permitted Transfereesor rights or options to acquire interests in NewCo’s or its Subsidiary’s equity securities; (iii) negotiate or act in concert with, or knowingly finance, assist or encourage, any other Person in connection with any of the actions set forth in clauses (i) calland (ii) above, request or otherwise form, join or participate in a group (other than a group comprised solely of Parent, the calling Purchaser and their respective Subsidiaries) with respect to any Equity Securities in connection with any of the actions set forth in clauses (i) and (ii) above; (iv) request, call or seek to call a meeting of the stockholders of NewCo, nominate any individual for election as a director of NewCo at any meeting of stockholders of NewCo, submit any stockholder proposal (pursuant to Rule 14a-8 promulgated under the Exchange Act or otherwise) to seek representation on the NewCo Board or any other proposal to be considered by the stockholders of NewCo, or publicly recommend that any other stockholder vote in favor of, or otherwise publicly comment favorably about, or solicit votes or proxies for, any such nomination or proposal submitted by another stockholder of NewCo, or otherwise publicly seek to control or assist in influence the calling NewCo Board, management or policies of a special meeting of the ShareholdersNewCo; (jv) otherwise act, alone or in concert with others, to seek to control the management deposit any shares of the Company; voting stock of NewCo in a voting trust or similar arrangement or subject any shares of NewCo Common Stock to any voting agreement, pooling arrangement or similar arrangement (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoingother than as contemplated in this Agreement); or (lvi) advise, assist take any action which would reasonably be expected to require NewCo or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings Purchaser or any of its Affiliates to vote its Common Stock make a public announcement regarding (including any public filing) any of the actions set forth in this Section 8.6(a). (b) Notwithstanding Section 8.6(a), if NewCo or the Company determines to explore a possible process for a sale transaction that would, if consummated, constitute a Change of Control, NewCo will notify Parent and the Purchaser of such process and allow Parent and the Purchaser to participate therein, on the terms and conditions thereof, and, solely for such purpose, the restrictions set forth in Section 8.6(a) will not apply. (c) Notwithstanding Section 8.6(a), if (i) NewCo or the Company enters into a binding definitive agreement with respect to any matter in third party providing for a Change of Control, (ii) any given manner Person or at all and not restrict Holdings group (other than the Purchaser or any of its Affiliates from Affiliates) acquires Beneficial Ownership of more than 35% of the outstanding NewCo Common Stock (or, prior to the Closing, Company Common Stock), (iii) any Bona Fide Acquiror makes a public or non-public offer or proposal to NewCo (or, prior to the Closing, the Company) which, if fully subscribed, would result in such Bona Fide Acquiror acquiring Beneficial Ownership of more than 35% of the outstanding NewCo Common Stock (or, prior to the Closing, Company Common Stock), or publicly stating how it intends announces a proposal to vote on effect or an intention to engage in a transaction involving a Change of Control of NewCo (or, prior to the Closing, the Company) (any particular matter and such public offer, proposal or announced intention, a “Third Party Proposal”) and, following such Third Party Proposal contemplated by this clause (iii), NewCo, the Company or their Representatives provides material non-public information to any such Bona Fide Acquiror or its Representatives or engages in substantive negotiations with such Bona Fide Acquiror or its Representatives, or (iv) not limit Holdings any Bona Fide Acquiror publicly announces a tender or exchange offer for more than 35% of the outstanding NewCo Common Stock (or, prior to the Closing, Company Common Stock) and files a tender offer statement under Section 14(d)(1) or 13(e)(1) of the Exchange Act, then the provisions of Section 8.6(a) will terminate solely to the extent necessary to facilitate a public or private offer by the Purchaser or its Affiliates to acquire directly or indirectly at least a majority of the outstanding shares of NewCo Common Stock (or, prior to the Closing, Company Common Stock) or all or substantially all of NewCo’s (or, prior to the Closing, the Company’s) assets. Furthermore, nothing in this Agreement shall be construed to prohibit Parent or its Affiliates from participating in any auction process initiated by submitting to the Chairman of the Board of Directors or the Chief Executive Officer of NewCo or, prior to the Closing, the Company, one or more confidential proposals or offers for a potential transaction (including a Change of Control transaction) with or relating to NewCo or the Company (as long as such confidential offer or any of its Subsidiaries with respect to its assets proposal is made in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) a manner that would not reasonably be expected to require the Company Purchaser or NewCo to make a public announcement regarding such confidential offer or proposal) or from taking any action contemplated by the possibility Asset Transfer Agreement or the Commercial Agreements; provided that, except as otherwise permitted by the first sentence of a business combination, merger or other extraordinary transaction described this Section 8.6(c) (in which case the limitation in this Section 2.03 with it sentence shall not apply), prior to submitting any such written confidential proposal or offer during the Equity Restricted Period relating to any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control transaction, Parent or its Affiliate will advise NewCo of its intention and will refrain from submitting such proposal or offer if affirmatively so requested by NewCo based on action by the NewCo Board. The NewCo Board will have the sole and absolute discretion whether to accept any such proposal or offer. (solely for d) Notwithstanding Section 8.6(a)(i), Parent, the purposes Purchaser and their consolidated Subsidiaries will be entitled to purchase, from time to time after the Closing, in one or more transactions, in the open market or in privately negotiated transactions with holders of this sentenceoutstanding shares of NewCo Common Stock, whether or not such Change additional shares of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for NewCo Common Stock commenced (any such shares so acquired in accordance herewith, the “Additional Shares”); provided that, when taken together with all other shares of NewCo Common Stock Beneficially Owned by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 Parent, the Purchaser and their consolidated Subsidiaries at the time such transaction is consummated, such purchase will not as of the Exchange Acttime of such purchase result in Parent, the Purchaser and their consolidated Subsidiaries being the Beneficial Owner of more than 25% of the aggregate number of shares of NewCo Common Stock outstanding, as reported in the most recent report filed by the Company or NewCo, as applicable, with the SEC containing such information as of such time.

Standstill Restrictions. From During the date of this Agreement Lock-up Period, except as specifically permitted under an executed definitive agreement entered into between Shareholder and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”)Company, Holdings shall Shareholder will not, and shall will cause all each of his affiliates and his and their respective representatives and any other agents acting on its respective Subsidiaries and Affiliates or their behalf, or other persons or entities acting in concert with Shareholder or his affiliates, not to, directly or indirectly through another Personindirectly, unless expressly invited in a writing with (i) make, effect or commence any tender or exchange offer, merger or other business combination involving the approval of the Board Company, (provided, that the Holding Board Members shall not participate in such decision): (aii) acquire, agree to acquire, propose, seek commence or offer to acquire or announce the intention to acquirecomplete, or knowingly facilitate the acquisition propose to commence or ownership of (whether publicly or otherwise and whether or not subject to conditions) complete, any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, (including a Change of Controliii) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage in, any “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) proxies to votevote or consent, or seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, any voting securities of the Company (including, for all within the avoidance meaning of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions Section 14 of the Exchange Act; ), (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (hiv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to to, or otherwise act in concert with any voting person in respect of, any securities of the Company, other than with the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (jv) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management management, the Board of Directors of the Company; (k) disclose any intention, plan Company or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director policies of the Company, (iivi) not preclude the exercise of negotiate with or provide any rights received information to any person with respect to, or make any statement or proposal to any person with respect to, or make any public announcement or proposal or offer whatsoever with respect to, or act as a dividend financing source for or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter otherwise invest in any given manner other persons in connection with, or at all and not restrict Holdings otherwise solicit, seek or offer to effect any of its Affiliates from publicly stating how it intends to vote on any particular matter and transactions or actions described in the foregoing clauses (ivi) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not through (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentencevi), or (y) take make any action (except as expressly permitted herein) other proposal inconsistent with the terms of this Agreement or that would otherwise could reasonably be expected to require the Company to make result in a public announcement regarding any such transactions or actions, (vii) advise, assist, or encourage any other persons in connection with any of the possibility foregoing; or (viii) make any statement or proposal to the Board of a business combinationDirectors of the Company, merger or other extraordinary transaction described in this Section 2.03 with it any of the Company’s representatives or any of its controlled Affiliates. Notwithstanding anything the Company’s stockholders regarding, or make any public announcement, proposal or offer, with respect to, or otherwise solicit, seek or offer to effect, any request or proposal to waive, terminate or amend the contrary contained in provisions of this Agreement, unless and until, in the provisions case of Section 2.03 shall be inoperative and each of no force the foregoing clauses (i) through (viii), Shareholder has received the prior written invitation or effect if (A) approval of the Board of Directors of the Company enters into a definitive agreement providing for a Change to do so or the transaction or action falls within the scope of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 one of the Exchange Actexceptions to the Lock-Up provided for in Section 2 above.

Standstill Restrictions. From (a) During a period of five years following the date Closing Date, Capital Z, Reservoir, Rainwater and any transferee receiving Company Securities covenant and agree that, without the prior affirmative vote of this Agreement and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% majority of the outstanding Common Stock (members of the “Standstill Period”)Board of Directors in a specific resolution to that effect adopted prior to the taking of such action, Holdings they shall not, and they shall cause all not permit any of its their respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree to acquire, propose, seek propose to acquire (or publicly announce or otherwise disclose an intention to propose to acquire) or offer to acquire or announce become the intention to acquirebeneficial owner of, or knowingly facilitate obtain any rights in respect of, by purchase or otherwise, any (x) material asset of the acquisition Company or ownership any Subsidiary or (y) additional Common Shares or other capital shares of the Company (whether publicly or otherwise provided that holders of Company Securities shall be permitted to convert their Preferred Shares and whether or not subject Convertible Common Shares in accordance with the terms thereof) and it being understood and agreed that neither Capital Z nor Reservoir shall be deemed to conditions) beneficially own any equity securities, loans, debt securities capital shares or assets of the Company held by their limited partners or any held by investment partnerships or funds in which Reservoir, Capital Z or Rainwater or their respective Affiliates have invested, in each case provided that such limited partner, investment partnership or investment fund is not an Affiliate of its SubsidiariesCapital Z or Reservoir, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets;as applicable. (b) enter intoSo long as Capital Z, Reservoir, Rainwater and any transferee receiving Company Securities own any Preferred Shares or Convertible Common Shares, Capital Z, Reservoir, Rainwater and any transferee receiving Company Securities covenant and agree that without the prior affirmative vote of a majority of the members of the Board of Directors in a specific resolution to enter intothat effect adopted prior to the taking of such action, they shall not, and they shall not permit any of their respective Affiliates to, directly or indirectly: (i) sell short any Common Shares or other capital shares of the Company except as provided below in Section 3.1(d); (ii) engage in any Hedging Transactions except as provided below in Section 3.1(d); (iii) propose (or publicly announce or otherwise disclose an intention to propose), solicit, offer, seek to effect, negotiate with or seek provide any confidential information relating to the Company or offer its business to enter into any other Person with respect to, any tender or knowingly facilitate any exchange offer, merger, amalgamation, consolidation, share exchange, business combination, recapitalizationrestructuring, restructuring recapitalization or other extraordinary similar transaction (including a Change of Control) involving the Company or any of its SubsidiariesCompany; (civ) initiate, knowingly encourage, make, or in any way participate in, or engage assist any Person in, any “"solicitation” " of “"proxies” " to vote (as such terms are used defined in Rule 14a-1 under the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to voteAct), or seek to advise or influence solicit any person (other than any Permitted Transferees) consent with respect to the voting ofof any Company Securities or become a "participant" (as such term is defined in Item 4, any voting securities Instruction 3 of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required Schedule 14A to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at in any shareholder meeting of solicitation subject to Rule 14a-12(c) under the Company at which directors of the Board are Exchange Act with respect to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (gv) initiate, knowingly encourage, propose or actively participate otherwise solicit shareholders for the approval of one or engage in, any “withhold” campaign more shareholder proposals with respect to the Company as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other Person to initiate any shareholder meeting of the Companyproposal; (hvi) except to the extent contemplated by this Investment Agreement, form, join or in any other way participate in a “any partnership, pooling agreement, syndicate, voting trust or other "group” " with respect to the Company Securities or otherwise act in concert with any third Person for the purpose of (within x) acquiring any Company Securities or (y) holding or disposing of Company Securities for any purpose otherwise prohibited by this Section 3.1; (vii) except as specifically provided for in the meaning of Section 13(d)(3) Bye-Laws of the Exchange ActCompany, deposit any Company Securities into a voting trust or subject any Company Securities to any arrangement or agreement with respect to the voting thereof; (viii) call or seek to have called any meeting of the shareholders of the Company for any purpose otherwise prohibited by this Section 3.1; (ix) take any other action to seek control of the Company; or (x) agree to do any of the foregoing, or advise, assist, encourage or persuade any Person to take any action with respect to any voting securities of the Company, other than with the Permitted Transferees;foregoing. (ic) callEach holder of Company Securities agrees that it will notify the Company promptly if any written inquiries or written proposals are received by, request the calling ofany written information is exchanged with respect to, or otherwise seek any substantive negotiations or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone discussions are initiated or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent continued with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings Purchaser or any of its their respective Affiliates to vote its Common Stock regarding any matter described in this Section 3.1. (d) Notwithstanding the restrictions set forth above in Section 3.1(a) or (b), with respect to any matter in any given manner or at all Company Securities, from and not restrict Holdings or any after the first anniversary of its Affiliates from publicly stating how it intends to vote on any particular matter the Closing, the holders of Company Securities may (i) effect prepaid forward contracts, zero premium collars, call sales, and capped call spread forwards and (ivii) not limit Holdings or its Affiliates from participating engage in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not similar newly created hedging transactions (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will notcollectively, "Allowed Hedging Contracts"), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act.

Standstill Restrictions. From Except as expressly provided for in this Agreement, until the earlier of (X) the date of this Agreement a Significant Event and until (Y) the later of (a) the second anniversary of the Closing and (b) the date that is one year after the first date on which Parent beneficially owns a number of shares of Common Stock that constitutes the Stockholder Beneficially Owns Voting Securities representing less than 5% the applicable Ownership Threshold or ceases to have a right to designate a Stockholder Designee or successor on the Board (including because the Stockholder has unilaterally irrevocably relinquished its right to appoint such designee), without the prior consent of the outstanding Common Stock (Company, the “Standstill Period”), Holdings Stockholder shall not, and shall cause all each of its respective Subsidiaries and Affiliates not to, directly or indirectly through another indirectly, alone or in concert with any other Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):: (ai) acquire, agree to acquire, propose, seek or offer to acquire or announce agree to acquire Beneficial Ownership of more than 10.1% of the intention to Voting Power; (ii) acquire, offer to acquire or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right agree to acquire any such securities, loans business or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change material assets of Control) involving the Company or any of its Subsidiaries; (ciii) initiate or propose any offer by any third party to acquire Beneficial Ownership of Voting Securities, other than a Transfer of Purchaser Shares permitted in accordance with Article V or any merger, tender offer, business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change of control of, the Company or any of its Subsidiaries; (iv) act publicly to seek to affect, influence or control the Board or the management of the Company or the business, operations, affairs, policies or strategy, including budget and business plan, of the Company, including seeking the election, appointment or removal of any Directors (other than the Stockholder Designee) or a change in the composition or size of the Board; (v) make or cause to be made any press release or similar public announcement or communication relating to the way it intends to, or does, vote its Voting Securities at any stockholder meeting or in connection with any action by written consent at or in which Voting Securities are entitled to vote; (vi) deposit any Voting Securities into a voting trust or subject any Voting Securities to any proxy, arrangement or agreement with respect to the voting of such securities or other agreement having a similar effect (other than the granting of a proxy in connection with the Stockholder’s obligations pursuant to Section 4.2); (vii) initiate, knowingly encourage, propose or in any way participate in any stockholder proposal or make, or in any way participate in, directly or engage inindirectly, any “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) Person with respect to the voting of, any voting securities of the Company (includingVoting Securities, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than become a “participant” in a manner “solicitation” (as such terms are defined in accordance Regulation 14A under the Exchange Act) with the recommendation of the Boardrespect to Voting Securities; (dviii) file with the SEC initiate or propose a proxy statement or call for any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder special meeting of the Company’s stockholders; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (hix) form, join or in any way participate in a “group” group (within the meaning of Section 13(d)(3as contemplated by Exchange Act Rule 13d-5(b) of the Exchange Actor any successor statute or regulation) with respect to any voting securities of the Company, other than with the Permitted TransfereesVoting Securities; (ix) call, request the calling ofpropose, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited byagree to, or inconsistent enter into, any discussions, negotiations or arrangements with, the foregoing; or (l) advise, assist or knowingly encourage or enter into provide any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities confidential information of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries to, any third party with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not foregoing; (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (xxi) make any request directly statement or indirectlydisclosure inconsistent with the foregoing; (xii) assist, advise or encourage any Person with respect to, or seek to amend do, any of the foregoing; or (xiii) propose or waive seek an amendment or waiver of any provision of the provisions of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act4.1.

Standstill Restrictions. From (a) During the date Lock-Up Period, HoldCo covenants and agrees that, unless invited in writing with the approval of this Agreement and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% majority of the outstanding Common Stock (the “Standstill Period”)whole Board of Directors, Holdings it shall not, not and shall cause all of its respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):indirectly: (ai) acquire, offer to acquire or agree to acquire, proposeby purchase or otherwise, seek any Equity Securities (other than the Shares, the Additional Shares acquired in accordance with Section 5.11(c), any shares of Common Stock or offer other Equity Securities issued by the Company with respect to acquire the Shares or announce Additional Shares pursuant to any stock dividend, stock split or other recapitalization or reclassification of the intention Common Stock or pursuant to acquireany shareholder rights or similar plan or any shares of Common Stock or other Equity Securities issued by the Company pursuant to the Transaction Documents) or any other security, including any cash-settled option or knowingly facilitate other derivative security, that transfers all or any portion of the acquisition economic benefits or risks of the ownership of Equity Securities to the Purchaser or any of its controlled Affiliates; (whether publicly ii) make any statement or otherwise and whether or not subject proposal to conditions) any equity securities, loans, debt securities or assets of the Company or any of its Subsidiariesthe Company’s stockholders regarding, or make any warrantpublic announcement, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek proposal or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage in, any “solicitation” of “proxies” as such terms are defined or used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) Regulation 14A of the Exchange Act) with respect to, or otherwise solicit or effect, or seek or offer or propose to effect (whether directly or indirectly, publicly or otherwise) (A) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company or any of its Subsidiaries, including any Change of Control, (B) any restructuring, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, including any divestiture, break-up or spinoff, or (C) any acquisition of any of the Company’s or its Subsidiary’s equity securities or rights or options to acquire interests in the Company’s or its Subsidiary’s equity securities; (iii) negotiate, have any discussions or act in concert with, or advise or knowingly finance, assist or encourage, any other Person in connection with any of the actions set forth in clauses (i) and (ii) above, or otherwise form, join or participate in a group (other than a group comprised solely of the Purchaser and its Subsidiaries) with respect to any voting securities Equity Securities in connection with any of the actions set forth in clauses (i) or (ii) above; (iv) request, call or seek to call a meeting of the stockholders of the Company, nominate any individual for election as a director of the Company at any meeting of stockholders of the Company, submit any stockholder proposal (pursuant to Rule 14a-8 promulgated under the Exchange Act or otherwise) to seek representation on the Board of Directors or any other than with proposal to be considered by the Permitted Transferees; (i) callstockholders of the Company, request the calling or publicly recommend that any other stockholder vote in favor of, or otherwise seek publicly comment favorably about, or assist in the calling of a special meeting solicit votes or proxies for, any such nomination or proposal submitted by another stockholder of the Shareholders; (j) Company, or otherwise act, alone or in concert with others, to publicly seek to control or influence the Board of Directors, management or policies of the Company; (kv) disclose deposit any intentionshares of the voting stock of the Company in a voting trust or similar arrangement or subject any shares of voting stock of the Company to any voting agreement, plan pooling arrangement or arrangement prohibited by, or inconsistent with, the foregoing; orsimilar arrangement; (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (yvi) take any action (except as expressly permitted herein) that which would reasonably be expected to require the Company or any of its Affiliates to make a public announcement regarding any of the possibility of a business combination, merger or other extraordinary transaction described actions set forth in this Section 2.03 with it 5.11(a); or (vii) request that the Company, directly or indirectly, amend, waive or terminate any provision of its controlled Affiliates. this Section 5.11(a) (including this sentence), unless and until the Person seeking such amendment, waiver or termination has received the prior written invitation or approval of the Company. (b) Notwithstanding anything to the contrary contained in this AgreementSection 5.11(a), the provisions of Section 2.03 shall be inoperative and of no force or effect if (Ai) the Company enters into a binding definitive agreement with any third party providing for a Change of Control or (solely ii) any Person or group (other than the Purchaser or any of its Affiliates) announces a proposal providing for the purposes of this sentence, whether or not such a Change of Control is with a Third Party Purchaser) or (B) and the Board fails of Directors has publicly recommended such proposal, then the provisions of Section 5.11(a) will terminate solely to publicly recommend against any tender the extent necessary to facilitate a public or exchange private offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant the Purchaser or its Affiliates to Rule 14d-2 acquire directly or indirectly at least a majority of the Exchange Actoutstanding shares of common stock of the Company or all or substantially all of the Company’s assets. Furthermore, nothing in this Agreement shall be construed to prohibit Purchaser or its Affiliates from submitting to the Chairperson of the Board of Directors of the Company one or more confidential proposals or offers for a potential transaction (including a Change of Control transaction) with the Company (as long as such confidential offer or proposal is made in a manner that would not reasonably be expected to require the Purchaser or the Company to make a public announcement regarding such confidential proposal or offer); provided that, except as otherwise permitted by the first sentence of this Section 5.11(b) (in which case the limitation in this sentence shall not apply), prior to submitting any such written confidential proposal or offer during the Lock-Up Period relating to any Change of Control transaction, the Purchaser or its Affiliate will advise the Company of its intention and will refrain from submitting such proposal or offer if affirmatively so requested by the Company based on action by its Board of Directors. The Board of Directors will have the sole and absolute discretion whether to accept any such proposal or offer. (c) Notwithstanding Section 5.11(a)(i), the Purchaser and its consolidated Subsidiaries will be entitled to purchase, subject to compliance with applicable Laws, from time to time in one or more transactions, in the open market or in privately negotiated transactions with holders of outstanding shares of common stock of the Company, additional shares of common stock of the Company (any such shares so acquired, the “Additional Shares”); provided that, when taken together with all other shares of common stock of the Company Beneficially Owned by the Purchaser and its Affiliates at the time such transaction is consummated, such purchase will not as of the time of such purchase result in the Purchaser and its Affiliates being the Beneficial Owner of more than 35.00% of the aggregate number of shares of common stock of the Company outstanding, as reported in the most recent report filed by the Company with the SEC containing such information as of such time.

Standstill Restrictions. From (a) Except for the date acquisition of this Agreement and until Voting Securities in connection with the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% consummation of the outstanding Common Stock (transactions contemplated by the “Merger Agreement, subject to Section 3.2, during the Standstill Period”), Holdings the Stockholder Group, KKR and General Atlantic shall not, not (and shall cause all their respective Affiliates to whom they have provided confidential information regarding the Company (or its Subsidiaries) not to), and KKR and General Atlantic shall cause the KKR Investors and the GA Investors and their respective Affiliates to whom they have provided confidential information regarding the Company (or any of its respective Subsidiaries and Affiliates Subsidiaries), respectively, not to, directly or indirectly through another Personindirectly, unless expressly invited in each case without the prior approval by resolution of a writing with the approval majority of the Board (provided, that the Holding Board Members shall not participate in such decision):Independent Directors: (ai) acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, proposedirectly or indirectly, seek alone or offer to acquire in concert with others, by purchase or announce the intention otherwise, any direct or indirect beneficial interest in any Voting Securities or direct or indirect rights, warrants or options to acquire, or knowingly facilitate the acquisition securities convertible into or ownership of (whether publicly or otherwise and whether or not subject to conditions) exchangeable for, any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assetsVoting Securities; (bii) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate in, directly or engage inindirectly, alone or in concert with others, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the U.S. Securities and SEC promulgated pursuant to Section 14 of the Exchange Commission (the “SEC”Act) to votevote or deliver a written consent with respect to, or seek to advise or influence in any person (other than manner whatsoever any Permitted Transferees) Person with respect to the voting of, any voting securities Voting Securities (other than any of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation foregoing done on behalf of the BoardCompany); (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (hiii) form, join or 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 Voting Securities (other than a “group” that consists solely of (A) partners of the Stockholder, (B) the Stockholder Group, (C) KKR and the KKR Investors, or (D) General Atlantic and the GA Investors); (iv) acquire, offer to 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 any of its Subsidiaries or (ii) direct or indirect rights, warrants or options to acquire any assets of the Company or any of its Subsidiaries, except for acquisitions of such assets or rights, warrants or options to acquire such assets in the ordinary course of business and such assets as are then being offered for sale by the Company or any of its Subsidiaries; (v) arrange, or in any way participate, directly or indirectly, in any financing for the purchase of any Voting Securities or any securities convertible into or exchangeable or exercisable for any Voting Securities or assets of the Company, other than with except for such Voting Securities or assets as are then being offered for sale by the Permitted TransfereesCompany or any of its Subsidiaries; (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (jvi) otherwise act, alone or in concert with others, to seek to control propose to the management Company or any of its stockholders any merger, business combination, restructuring, recapitalization or other transaction to or with the Company or, except as contemplated by Sections 3.3 and 3.4 of this Agreement, otherwise seek, alone or in concert with others, to control, change or influence the management, Board or policies of the Company 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 stockholders of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (xvii) make any public request directly or indirectlypublic proposal to amend, to amend waive or waive terminate any provision of this Section 2.03 3.1; or (including this sentence), or (yviii) take any action (except as expressly permitted herein) that would reasonably be expected to require result in the Company having to make a public announcement regarding any of the possibility matters referred to in clauses (i) through (vii) of a business combinationthis Section 3.1, merger or other extraordinary transaction described publicly 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 such clauses (i) through (vii) of this Section 3.1. (b) For the avoidance of doubt, the restrictions set forth in this Section 2.03 with it 3.1 shall not be deemed to restrict any actions taken by the Stockholder Directors solely in their capacity as Directors at any meeting (or action by written consent) of the Board, or any applicable committee of its controlled Affiliates. Notwithstanding anything the Board, in a manner required by their fiduciary duties as Directors under applicable Law. (c) For the avoidance of doubt, subject to compliance with the Charter and Article IV, in no event shall the restrictions set forth herein be deemed to prohibit, restrict or limit hedging transactions by any of the Persons bound by this Section 3.1 intended to protect against economic price risk with respect to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange ActStock.

Standstill Restrictions. From During the date term of this Agreement and until Debenture, the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”), Holdings Holder shall not, directly or indirectly, and shall cause all its Representatives (to the extent acting on behalf of its respective Subsidiaries the Holder) and Affiliates not toGroup Members not, directly or indirectly through another Personindirectly, unless expressly invited in a writing with to, without the approval of prior written consent of, or waiver by, the Board (providedCompany: i. acquire, that the Holding Board Members shall not participate in such decision): (a) offer or seek to acquire, agree to acquire, propose, seek or offer to acquire or announce make a proposal (including any private proposal to the intention Company or the Board) to acquire, by purchase or knowingly facilitate otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities or ownership of Voting Securities) or Derivative Instruments, or direct or indirect rights to acquire any securities (whether publicly including any Equity Securities or otherwise and whether Voting Securities) or not subject to conditions) any equity securitiesDerivative Instruments, loans, debt securities or assets of the Company or any Subsidiary or Affiliate of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any successor to or Person in Control of the Company, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exchangeable for any such securities or indebtedness; provided that the Holder may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire common stock of the Company (and any securities (including any Equity Securities or Voting Securities) convertible into or exchangeable for common stock of the Company) and Derivative Instruments with respect to common stock of the Company, if, immediately following such acquisition, the collective Beneficial Ownership of common stock of the Company of the Shareholder and its Group Members, as a group, would not exceed 9.99% of the issued and outstanding capital of the Company; ii. offer, or seek to acquire, or participate in any acquisition of a majority of the consolidated assets of the Company and its Subsidiaries, taken as a whole; iii. conduct, fund or otherwise become a participant in any “tender offer” (cas such term is used in Regulation 14D under the Exchange Act) initiateor in any merger or merger type transaction, knowingly encourageinvolving Equity Securities, makeVoting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, in each case either not approved by the Board or approved by the Board when a majority of directors at the time of such approval or recommendation are not Incumbent Directors; iv. otherwise act in concert with others to seek to control or influence the Board or shareholders of the Company or its Subsidiaries or Affiliates; provided that nothing in this clause (d) shall preclude the Shareholder or its Representatives from engaging in discussions with the Company or its Representatives; v. make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in (or in any way participate or engage in, knowingly encourage) any “solicitation” of “proxies” (as such terms are used defined in Regulation 14A as promulgated by the proxy rules SEC, or consent to vote any Voting Securities or any of the U.S. Securities and Exchange Commission voting securities of any Subsidiaries or Affiliates of the Company (the “SEC”) to voteincluding through action by written consent), or seek to otherwise knowingly advise or influence any person (other than any Permitted Transferees) Person with respect to the voting of, of any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed Subsidiaries or Affiliates; vi. make any public announcement with the SEC pursuant to Rule 14a-12 respect to, or other provisions of solicit or submit a proposal for, or offer, seek, propose or indicate an interest in (with or without conditions) any merger or merger type transaction, including, but not limited to, consolidation, business combination, “tender offer” (as such term is used in Regulation 14D under the Exchange Act; (e) nominate , recapitalization, reorganization, purchase or recommend for nomination license of a person for election at any shareholder meeting material portion of the assets, properties, securities or indebtedness of the Company at which directors or any Subsidiary or Affiliate of the Board are to be electedCompany, or other than pursuant to Section 2.02similar extraordinary transaction involving the Company, any Subsidiary of the Company or any of its securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; (f) submit vii. call or seek to call a meeting of shareholders of the Company or initiate any shareholder proposal or meeting agenda item for consideration at, or bring any other business before, any shareholder meeting action of the Company’s shareholders, or seek election or appointment to or to place a representative on the Board or seek the removal of any director from the Board; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) viii. form, join join, become a member or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) Group in connection with a Hedging Arrangement with respect to any voting the securities of the Company, other than with the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries or Affiliates; ix. deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to its assets in which the Company has invited in writing Holdings any Voting Securities; x. make any proposal or disclose any plan, or cause or authorize any of its Affiliates and their directors, officers, employees, agents, advisors and other Representatives to participatemake any proposal or disclose any plan on its or their behalf, inconsistent with the foregoing restrictions; xi. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and knowingly take any person acting on behalf of action or in concert with it cause or authorize any of its controlled Affiliates will not)and their directors, directly or indirectly (x) make any request directly or indirectlyofficers, employees, agents, advisors and other Representatives to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) on its or their behalf, that would reasonably be expected to require the Company or any of its Subsidiaries or Affiliates to make a public announcement regarding publicly disclose any of the foregoing actions or the possibility of a business combination, merger or other extraordinary type of transaction or matter described in this Section 2.03 ‎Section; xii. knowingly advise, assist, arrange or otherwise enter into any discussions or arrangements with it or any third party with respect to any of its controlled Affiliatesthe foregoing; or xiii. Notwithstanding anything to directly or indirectly, contest the contrary contained in this Agreementvalidity of, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes any provision of this sentence, whether or not such Change of Control is with a Third Party Purchaser‎Section (including this subclause) or ‎sub-Section (Ba) the Board fails to publicly recommend against any tender (whether by legal action or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Actotherwise).

Standstill Restrictions. (a) From and after the date Initial Closing Date until the later of this Agreement (x) the three (3) year anniversary of the Initial Closing Date and until (y) the one (1) year anniversary of the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5the Holder shall cease to own at least 50% of the outstanding Common Stock Shares (the “Standstill Period”), Holdings each Stockholder shall not, and such Stockholder shall cause all its controlled Affiliates and Investor Parent and each of its respective Subsidiaries and controlled Affiliates not to, directly or indirectly through another Personindirectly, unless alone or in concert with any other person, except as expressly invited set forth in a writing with this Section 7.1 (and excluding Securities beneficially owned by third parties unaffiliated to the approval of the Board (Holder which are managed by Investor Parent and its controlled Affiliates; provided, that such persons with investment authority for such Securities do not receive any Confidential Information (as defined in the Holding Board Members shall not participate in such decisionInvestment Agreement) from the Holder): (a1) acquire, purchase or cause to be purchased or otherwise acquire or agree to acquireacquire beneficial ownership of any Securities, other than (x) the Registrable Securities and (y) the Additional Shares; (2) publicly propose, seek offer or offer participate in any effort to acquire or announce the intention to acquire, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries, Subsidiaries or any warrant, option assets or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change operations of Control) involving the Company or any of its Subsidiaries; (c3) initiateknowingly induce or attempt to induce any third party to propose, knowingly encourageoffer or participate in any effort to acquire beneficial ownership of voting Securities (other than the Shares as and to the extent permitted in accordance with ARTICLE III); (4) publicly propose, makeoffer or participate in any tender offer, exchange offer, merger, acquisition, share exchange or other business combination or Change of Control transaction involving the Company or any of its subsidiaries, or in any way participate recapitalization, restructuring, liquidation, disposition, dissolution or engage inother extraordinary transaction involving the Company, any “solicitation” of “proxies” as such terms are used in its subsidiaries or any material portion of their businesses; (5) seek to call, request the proxy rules call of, or call a special meeting of the U.S. Securities and Exchange Commission (stockholders of the “SEC”) to voteCompany, or make or seek to advise make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or influence otherwise) at any person (other than any Permitted Transferees) with respect to the voting of, any voting securities meeting of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect stockholders of the Company or its shareholders that would be required to be filed in connection with the SEC pursuant to Rule 14a-12 any action by consent in lieu of a meeting, or other provisions make a request for a list of the Exchange ActCompany’s stockholders, or seek election to the Board or seek to place a representative on the Board, or seek the removal of any director from the Board, other than the Holder Designees; (e6) nominate solicit proxies, designations or recommend for nomination a person for election at any shareholder meeting written consents of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration atstockholders, or bring conduct any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, binding or actively participate or engage in, any “withhold” campaign nonbinding referendum with respect to any shareholder meeting of the Company; (h) formvoting Securities, join or make or in any way participate in any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any voting Securities with respect to any matter, or become a participant in any contested solicitation for the election of directors with respect to the Company (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder); (7) make or issue or cause to be made or issued any public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency) (A) in express support of any solicitation described in clause (6) above (other than solicitations on behalf of the Board) or (B) in express support of any matter described in clauses (4) or (5) above; (8) form, join, or in any other way participate in, a “partnership, limited partnership, syndicate or other group” (within the meaning of Section 13(d)(3) of the Exchange Act) Act with respect to the voting Securities, or deposit any voting Securities in a voting trust or similar arrangement, or subject any voting Securities to any voting agreement or pooling arrangement, or grant any proxy, designation or consent with respect to any voting securities Securities (other than to a designated representative of the CompanyCompany pursuant to a proxy or consent solicitation on behalf of the Board), other than solely with the Permitted Transferees; (i) call, request the calling of, other Stockholders or otherwise seek one or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons more Affiliates (other than any Permitted Transfereesportfolio or operating companies) in connection with the foregoing (provided, that this paragraph (l) shall not restrict of a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock Stockholder with respect to any matter the Shares or other voting Securities acquired in any given manner compliance with the Investment Agreement and this Agreement or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the extent such a group may be deemed to result with the Company or any of its Subsidiaries with respect to its assets Affiliates as a result of this Agreement (it being understood that the holding by persons or entities of voting Securities in which the Company has invited in writing Holdings accounts or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will through funds not (and will ensure that its managed or controlled Affiliates and any person acting on behalf of or in concert with it by Investor Parent or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, shall not give rise to amend or waive any provision a violation of this Section 2.03 clause (including this sentence)8) solely by virtue of the fact that such persons or entities, in addition to holding such shares in such manner, are investors in funds and accounts managed by Investor Parent or (y) take any action (except of its controlled Affiliates and, in their capacity as expressly permitted herein) that would reasonably such, are or may be expected deemed to require the Company to make a public announcement regarding the possibility be members of a business combination“group” with the Stockholders within the meaning of Section 13(d)(3) of the Exchange Act with respect to the voting Securities; provided there does not exist as between such persons or entities, merger or other extraordinary transaction described in this Section 2.03 with it on the one hand, and Investor Parent or any of its controlled Affiliates, on the other hand, any agreement, arrangement or understanding with respect to any action that would otherwise be prohibited by this Section 7.1); (9) seek in any manner to obtain any amendment, redemption, termination or waiver of any stockholder rights plan or similar agreement; or (10) publicly disclose, or knowingly cause the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency) of, any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the provisions of this Section 7.1 or otherwise bring any action or otherwise act to contest the validity or enforceability of this Section 7.1. For purposes of this Section 7.1, a person shall not be a controlled Affiliate of a Stockholder or Investor Parent, respectively, unless the Stockholder or Investor Parent or their respective controlled Affiliates, as the case may be, has the power to vote the majority of the outstanding equity securities of such person or otherwise has the power to control the management and policies of such person (and provided that such person does not receive any Confidential Information (as defined in the Investment Agreement) from the Holder). (b) This Section 7.1 shall not, in any way, prevent, restrict, encumber or limit (i) the Stockholders and their Affiliates from (A) exercising their respective rights, performing their respective obligations or otherwise consummating the transactions contemplated by this Agreement and the Investment Agreement in accordance with the terms hereof and thereof, (B) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of the Company or any of its assets or operations by auction or other sales process (each, a “Sales Process”), participating in such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated thereby, provided that the Stockholder and its Affiliates shall otherwise remain subject to the provisions of this Section 7.1 in all respects during and following the completion of the Sales Process, or (C) engaging in confidential discussions with the Board or any of its members regarding any of the matters described in this Section 7.1, provided that (x) the Stockholder and its Affiliates will not publicly disclose the existence of such discussions and (y) such discussions would not reasonably be expected to require either party to make any public disclosure unless approved by the Board, or (ii) any Holder Designee then serving as a director from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with the Company’s Certificate of Incorporation and By-Laws, all codes and policies of the Company and all laws, rules, regulations and codes of practice, in each case as may be applicable and in effect from time to time. (c) Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 2.03 7.1 shall be inoperative and of no further force or and effect if with respect to a Holder in the event that (i) the Company shall enter into any agreement with a third party (including the Holder) providing for (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentencemerger, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any a tender or exchange offer for Common Stock commenced by another Person within ten business days at least a majority of commencement thereof pursuant to Rule 14d-2 then outstanding Securities of the Exchange ActCompany, (C) a sale of at least a majority of the consolidated assets of the Company and its Subsidiaries (including equity securities of Subsidiaries) or equity securities of such other party in a single transaction or series of related transactions, (D) a recapitalization or other transaction involving the Company that results in one person or group acquiring beneficial ownership of at least a majority of the Securities of the Company when aggregated with other Securities held by such person or group or (E) any other single transaction or series of related transactions that results in a Change of Control of the Company (any of the transactions referred to in the foregoing clauses (A) through (E), a “Change of Control Transaction”) or (ii) the Company shall publicly disclose that it is in discussions or negotiations with a third party with respect to a Change of Control Transaction.

Standstill Restrictions. From (a) During the date term of this Agreement and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% Agreement, each of the outstanding Common Stock (Stockholders covenants and agrees that without the “Standstill Period”)prior affirmative vote of a majority of the board of directors of BE Aerospace at a meeting at which a quorum is present, Holdings the Stockholders shall not, and shall cause all not permit any of its their respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):indirectly: (ai) acquire, agree propose to acquire (or publicly announce or otherwise disclose an intention to propose to acquire) or offer to acquire, proposeby purchase or otherwise, seek or offer any Voting Securities, if the effect of such acquisition would be to acquire or announce increase the intention outstanding number of shares of Voting Securities then beneficially owned by the Stockholders and their Affiliates, in the aggregate, to acquire, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets an amount representing Total Voting Power in excess of the Company Standstill Percentage; provided that this Section 2.1(a)(i) shall not be applicable, and no Stockholder shall be obligated to dispose of Voting Securities, if the aggregate percentage of the Total Voting Power represented by Voting Securities beneficially owned by the Stockholders is increased as a result of corporate action taken solely by BE Aerospace and not caused by any action taken by any Stockholder or any Affiliate of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assetsStockholder ("BE Aerospace Action"); (bii) enter intopropose (or publicly announce or otherwise disclose an intention to propose), agree solicit, offer, seek to enter intoeffect, proposenegotiate with or provide any confidential information relating to BE Aerospace or its business to any other Person with respect to, any tender or seek or offer to enter into or knowingly facilitate any exchange offer, merger, consolidation, share exchange, business combination, recapitalizationrestructuring, restructuring recapitalization or other extraordinary similar transaction (including a Change of Control) involving the Company or any of its SubsidiariesBE Aerospace; (ciii) initiate, knowingly encourage, make, or in any way participate or engage in, any “"solicitation” " of “"proxies” " to vote (as such terms are used defined in Rule 14a-1 under the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to voteAct), or seek to advise or influence solicit any person (other than any Permitted Transferees) consent with respect to the voting of, of any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press Voting Securities or media), in each case, other than in become a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or "participant" in any way participate "election contest" (as such terms are defined or used in a “group” (within the meaning of Section 13(d)(3) of Rule 14a-11 under the Exchange Act) with respect to any voting securities of the Company, other than with the Permitted TransfereesBE Aerospace; (iiv) callexcept to the extent contemplated by the Registration Rights Agreement, request form, participate in or join any Person or Group with respect to any Voting Securities (except an arrangement solely among any or all of the calling ofStockholders), or otherwise act in concert with any third Person (other than any Stockholder) for the purpose of (x) acquiring any Voting Securities or (y) holding or disposing of Voting Securities for any purpose otherwise prohibited by this Section 2.1(a); (v) deposit any Voting Securities into a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting thereof (except for this Agreement and except for any such arrangement solely among any or all of the Stockholders); (vi) initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to BE Aerospace as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other Person to initiate any stockholder proposal; (vii) seek election to or assist in seek to place a representative on the calling Board of a special Directors, or seek the removal of any member of the Board of Directors; (viii) call or seek to have called any meeting of the Shareholdersstockholders of BE Aerospace for any purpose otherwise prohibited by this Section 2.1(a); (jix) otherwise act, alone or in concert with others, take any other action to seek to control the management of the CompanyBE Aerospace; (kx) disclose any intentiondemand, plan request or arrangement prohibited bypropose to amend, waive or inconsistent with, terminate the foregoingprovisions of this Section 2.1(a); or (lxi) agree to do any of the foregoing, or advise, assist or knowingly assist, encourage or enter into persuade any negotiations, agreements or arrangements with third party to take any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock action with respect to any matter in of the foregoing. (b) Each of the Stockholders agrees that it will notify BE Aerospace promptly if any given manner inquiries or at all and not restrict Holdings proposals are received by, any information is exchanged with respect to, or any negotiations or discussions are initiated or continued with, any Stockholder regarding any matter described in Section 2.1(a) hereof. The Stockholders and BE Aerospace shall mutually agree upon an appropriate response to be made to any such proposals received by any Stockholder. (c) The Stockholders shall not be deemed to have breached Section 2.1(a)(i) of its this Agreement if (i) the Stockholders or their Affiliates from publicly stating how it intends inadvertently and in good faith acquire Voting Securities so as to vote on any particular matter cause the Total Voting Power represented by the Voting Securities beneficially owned by the Stockholders and their Affiliates to exceed the Standstill Percentage, and (ivii) not limit Holdings or its Affiliates from participating in any auction process initiated the Stockholders as soon as practicable divest a sufficient number of shares of Voting Securities beneficially owned by the Company or any of its Subsidiaries with respect Stockholders and their Affiliates so as to its assets result in which the Company has invited in writing Holdings or any of its Total Voting Power represented by the Voting Securities beneficially owned by the Stockholders and their Affiliates to participate. Holdings further agrees that during be equal to or less than the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange ActPercentage.

Standstill Restrictions. From Commencing at the date of this Agreement Effective Time and continuing until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% fifth anniversary of the outstanding Common Stock (Closing, each of the “Standstill Period”), Holdings Preferred Stockholders shall not, and shall cause all of its respective Subsidiaries and Affiliates (including commonly controlled or managed investment funds) not to, (i) directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate the acquisition or beneficial ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity or debt securities of the Company, any warrant or option to purchase such securities, loansany security convertible into any such securities, debt securities or assets any other right to acquire such securities, other than the Company Common Stock received, upon conversion of shares of Company Preferred Stock and any shares of Company Preferred Stock or Company Common Stock paid as dividends, (ii) directly or indirectly enter into or agree to enter into any merger, business combination, recapitalization, restructuring, change of control transaction or other extraordinary transaction involving the Company or any of its Subsidiaries, other than in connection with a third party tender or any warrant, option exchange offer or other direct or indirect right to acquire any such securitiestransaction approved by the Company, loans or assets; (biii) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage in, directly or indirectly, any “solicitation” solicitation of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) proxies to vote, or seek to advise or influence any person (other than any Permitted Transferees) Person with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting Subsidiary of the Company; , (giv) initiate, knowingly encouragebring any action or otherwise act to contest the validity of the restrictions set forth in this Section 4, or actively participate or engage inseek a release of such restrictions, any “withhold” campaign with respect to any shareholder meeting of the Company; (hv) form, join or in any 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 or any Subsidiary of the Company (including, without limitation, any group constituting of Preferred Stockholders and their respective Affiliates), (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board, (vii) propose or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any possible purchase of any securities or assets of the Company or any Subsidiary of the Company, other than with the Permitted Transferees; (iviii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management stockholders of the Company; , (kix) grant any proxy with respect to any shares of Company Preferred Stock or Company Common Stock issuable upon conversion of the Company Preferred Stock to any Person not affiliated with the Preferred Stockholder or the Company; or (x) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) adviseprovided, assist or knowingly encourage or enter into any negotiationshowever, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with that the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s the ability to Transfer its Common Stock in accordance with Section 3.01); provided that of the foregoing limitations will (i) in no way limit the activities of any Person Designees or other directors appointed or elected to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Actexercising their fiduciary duties.

Standstill Restrictions. From (a) During the date of this Agreement and until Standstill Period, without the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% prior written consent of the outstanding Common Stock (Company, London and the “Standstill Period”), Holdings Shareholders shall not, and they shall cause all of its respective Subsidiaries and Affiliates each Controlled Affiliate not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):indirectly: (ai) except as otherwise provided by Article IV, Article VI and the other provisions of this Agreement, acquire, agree to acquire, propose, seek or offer to acquire or announce agree to acquire Beneficial Ownership of any Voting Securities or any other securities of the intention Company in either open market (including by tender offer) or privately negotiated purchases, except pursuant to acquirestock splits, reverse stock splits, stock dividends or knowingly facilitate the acquisition distributions, combinations, recapitalizations or ownership any similar event; (ii) propose, offer or participate in any tender offer, exchange offer, merger, acquisition, share exchange or other business combination or any Change of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of Control Transaction involving the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring restructuring, liquidation, disposition, dissolution or other extraordinary transaction (including a Change of Control) involving the Company or Company, any of its SubsidiariesSubsidiaries or any material portion of their businesses; (ciii) initiatedeposit any Voting Securities in a voting trust or subject any Voting Securities to any proxy, knowingly encourage, arrangement or agreement with respect to the voting of such securities or other agreement having a similar effect; (iv) initiate or propose any shareholder proposal or make, or in any way participate in, directly or engage inindirectly, any “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person Person (other than any Permitted Transfereesthe Shareholders or an Affiliate of the Shareholders) with respect to the voting of, any voting securities of the Company (includingVoting Securities, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than become a “participant” in a manner “solicitation” (as such terms are defined in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of Regulation 14A under the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the CompanyVoting Securities; (hv) propose, or agree to, or enter into any discussions, negotiations or arrangements with, or provide any Confidential Information to, any other Person (other than London, the Shareholders, an Affiliate of the Shareholders or any representative of the Shareholders) with respect to any of the foregoing; or (vi) form, join or in any way participate in a “group” or support any group of Persons for the purpose of effecting any of the foregoing. (within b) Notwithstanding Section 3.1(a): (i) nothing in this Agreement shall prohibit (A) London from making proposals to acquire the meaning Company (or all or substantially all of the assets of the Company and its Subsidiaries) whether by offer, merger, scheme of arrangement or other means or other similar transaction to, or engaging in negotiations or discussions regarding such proposals with, the Company’s Chief Executive Officer and/or Board at any time or using any Confidential Information, or providing such Confidential Information to the Shareholders’ representatives, in connection with any such proposal, negotiation or discussion; provided, that London, directly or indirectly through any other Person, shall not make any public disclosure of any such proposal, negotiation or discussion or such Confidential Information (and London shall not make any such proposal to such Chief Executive Officer and/or Board if London or any other Controlled Affiliate would be required by Applicable Law (other than as required by Section 13(d)(313(d) of the Exchange ActAct and the rules and regulations promulgated thereunder) with respect to make any voting securities public disclosure of such proposal, negotiation or discussion or Confidential Information), or (B) any Shareholder Designee from participating as a member of the Company, other than with the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken and committees thereof in his or her capacity as such to the fullest extent permitted by Applicable Law; (ii) there shall be excluded from the prohibition in Section 3.1(a)(i), and references to, and the calculation of, the Shareholders’ Voting Power for all purposes in this Agreement shall not include, (A) the Beneficial Ownership of up to 1,000 Voting Securities (subject to adjustment for any stock split, subdivision, stock dividend or similar transaction) for any and each such Designated Person that is a natural person or any Person included in clause (d) of the definition of Controlled Affiliate with respect to such Designated Person (excluding London and its Subsidiaries) (provided, that the total amount of Voting Power Beneficially Owned by all such Designated Persons and Controlled Affiliates in the aggregate shall not exceed 0.25% of the Total Voting Power) and (B) any shares of Common Stock that are Beneficially Owned by any Designated Persons (or, for the avoidance of doubt, any Shareholder Designee) that are issued by the Company to such Designated Person (or Shareholder Designee) as compensation for his or her serving as a director of the Company; and (iii) if any Person commences an unsolicited tender offer to acquire more than 25% of the outstanding Voting Securities of the Company, unless the Company recommends within ten (10) Business Days of the commencement of such tender offer that the shareholders of the Company not tender their shares of Voting Securities pursuant to such tender offer, any of the Shareholders, or any of the Controlled Affiliates, may make a tender offer to acquire all of the outstanding Voting Securities of the Company not then owned by the Shareholders or the Controlled Affiliates; provided, that such Shareholder- or Controlled Affiliate-initiated tender offer is conditioned on acceptance by at least a majority of the outstanding Voting Securities of the Company not Beneficially Owned by the Shareholders or the Controlled Affiliates; provided, further, that if the Company thereafter changes its recommendation that shareholders of the Company not tender their Voting Securities pursuant to such third-party tender offer, any of the Shareholders or any of the Controlled Affiliates may make a tender offer in accordance with the provisions of this Section 3.1(b)(iii). (c) London and the Shareholders agree that they shall each be liable, jointly and severally, for any breach of this Section 3.1 by any of the Controlled Affiliates. (d) As used herein, the “Standstill Period” shall mean the period beginning at the Closing and terminating immediately following the earlier of (i) the ninth anniversary of the Closing and (ii) not preclude such time as the exercise Shareholders acquire a Voting Power of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act100%.

Standstill Restrictions. From the date of this Agreement and until Until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes the Stockholder Beneficially Owns Voting Securities representing less than 5% of the outstanding Common Stock (Voting Power, without the “Standstill Period”)prior consent of the Company, Holdings the Stockholder shall not, and shall cause all each of its respective Subsidiaries and Affiliates not to, directly or indirectly through another indirectly, alone or in concert with any other Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):: (ai) acquire, agree to acquire, propose, seek or offer to acquire or announce agree to acquire Beneficial Ownership of any Voting Securities, except pursuant to stock splits, reverse stock splits, stock dividends or distributions, or combinations or any similar recapitalizations on or after the intention to date hereof; (ii) acquire, offer to acquire or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right agree to acquire any such securities, loans business or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change material assets of Control) involving the Company or any of its Subsidiaries; (ciii) initiate or propose any offer by any third party to acquire Beneficial Ownership of Voting Securities, other than a Transfer of Acquisition Shares permitted in accordance with Article IV; (iv) initiate or propose any merger, tender offer, business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change of control of, the Company or any of its Subsidiaries; (v) act to seek to affect, influence or control any Director, the Board or the management of the Company or the business, operations, affairs, policies or strategy, including budget and business plan, of the Company, including but not limited to seeking the election, appointment or removal of any Directors or a change in the composition or size of the Board; (vi) deposit any Voting Securities into a voting trust or subject any Voting Securities to any proxy, arrangement or agreement with respect to the voting of such securities or other agreement having a similar effect (other than the granting of a proxy in connection with the Stockholder's obligations pursuant to Section 3.2); (vii) initiate, knowingly encourage, propose or in any way participate in any stockholder proposal or make, or in any way participate or engage in, directly or indirectly, any “"solicitation” " of “"proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) " to vote, or seek to advise or influence any person (other than any Permitted Transferees) Person with respect to the voting of, any voting securities of the Company (includingVoting Securities, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than become a "participant" in a manner "solicitation" (as such terms are defined in accordance Regulation 14A under the Exchange Act) with the recommendation of the Boardrespect to Voting Securities; (dviii) file with the SEC initiate or propose a proxy statement or call for any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder special meeting of the Company's stockholders; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (hix) form, join or in any way participate in a “group” group (within the meaning of Section 13(d)(3as contemplated by Exchange Act Rule 13d-5(b) of the Exchange Actor any successor statute or regulation) with respect to any voting securities of the Company, other than with the Permitted TransfereesVoting Securities; (ix) call, request the calling ofpropose, or otherwise seek agree to, or assist in the calling of a special meeting enter into any discussions, negotiations or arrangements with, or provide any confidential information to, any third party with respect to any of the Shareholdersforegoing; (jxi) otherwise act, alone make any statement or in concert disclosure inconsistent with others, to seek to control the management of the Companyforegoing; (kxii) disclose assist, advise or encourage any intention, plan or arrangement prohibited byPerson with respect to, or inconsistent withseek to do, any of the foregoing; or (lxiii) advise, assist propose or knowingly encourage seek an amendment or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities waiver of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision provisions of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act3.1.

Standstill Restrictions. From (a) During the date term of this Agreement Agreement, PHL and until the date on which Parent beneficially owns a number of shares of Common Stock Holdings covenant and agree that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”), PHL and Holdings shall not, and shall cause all not permit any of its respective Subsidiaries and their Affiliates not to, either individually or as part of a Group, directly or indirectly through another Person, unless expressly invited in a writing with the approval of indirectly: (i) acquire (other than acquisitions resulting from corporate action taken by the Board of Directors with respect to any pro rata distribution of shares of Common Stock in connection with any stock split, stock dividend, recapitalization, reclassification or similar transaction), propose to acquire (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree or publicly announce or otherwise disclose an intention to propose to acquire), propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate agree to acquire any Common Stock (or any options, warrants, rights or other securities exercisable for, or convertible or exchangeable into, Common Stock, including without limitation the Subordinated Debentures) if the effect of such acquisition would cause the Holdings Ownership Percentage to equal or ownership exceed the Standstill Percentage (other than as a result of any stock purchases or repurchases by the Company); PROVIDED that this Section 3.1(a)(i) shall not apply to (whether publicly or otherwise and whether or not subject to conditionsa) any equity securitiesacquisition of Common Stock or of options, loanswarrants, debt rights or other securities exercisable for, or assets convertible or exchangeable into, Common Stock granted to any Person, including without limitation Holdings Directors, pursuant to any benefit plan of the Company or any of its SubsidiariesAffiliates or the exercise, conversion or exchange of any such option, warrant, option right or other direct security or indirect right (b) any acquisition of Common Stock upon the exercise by PHL, Holdings or their Affiliates of rights pursuant to acquire any such securitiesRights Agreement that may be adopted by the Company for the purpose of deterring coercive takeover activities with respect to the Company, loans or assetsPROVIDED that all of the shares of Common Stock so acquired upon the exercise of the rights shall be subject to all of the terms of this Agreement; (bii) enter intopropose (or publicly announce or otherwise disclose an intention to propose), agree to enter intosolicit, proposeoffer, or seek or offer take any action to enter into effect, negotiate with or knowingly facilitate 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, recapitalizationrestructuring, restructuring recapitalization or other extraordinary similar transaction (including a Change of Control) involving the Company or (other than (x) any of the foregoing that has been approved by the Board of Directors or (y) in connection with any tender or exchange offer in which the Board of Directors has (a) recommended that its Subsidiariesshareholders accept such offer or (b) after ten (10) business days (as defined in Rule 14d-1 under the Exchange Act as in effect on the date of this Agreement) from the date of commencement of such offer, expressed no opinion, remained neutral, was unable to take a position or otherwise did not oppose or recommend that its shareholders reject such offer); (ciii) initiate, knowingly encourage, make, or in any way participate or engage in, any “"solicitation” " of “"proxies” " to vote (as such terms are used defined in Rule 14a-1 under the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to voteAct), solicit any consent or communicate with or seek to advise or influence any person (other than any Permitted Transferees) or entity with respect to the voting of, of any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press Common Stock or media), in each case, other than in become a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or "participant" in any way participate "election contest" (as such terms are defined or used in a “group” (within the meaning of Section 13(d)(3) of Rule 14a-11 under the Exchange Act) with respect to the Company; PROVIDED that nothing in this Section 3.1(a)(iii) shall apply to any voting securities deemed solicitation of proxies by the Holdings Directors that may result from such Holdings Directors' position or status as a director of the Company, other than with Company at the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling time of a special meeting any general solicitation of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control proxies by the management of the Company; (kiv) disclose form, participate in or join any intention, plan Person or arrangement prohibited byGroup with respect to any Common Stock or Subordinated Debentures, or inconsistent withotherwise act in concert with any Person for the purpose of (x) acquiring beneficial ownership of any Common Stock or Subordinated Debentures or (y) holding or disposing of Common Stock or Subordinated Debentures for any purpose prohibited by this Section 3.1(a); (v) except as specifically provided in Section 3.2 below, deposit any Common Stock or Subordinated Debentures into a voting trust or subject any Common Stock or Subordinated Debentures to any arrangement or agreement with respect to the foregoingvoting thereof; (vi) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal with respect to the Company as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other Person to initiate, propose or otherwise solicit any such shareholder proposal; (vii) except as specifically provided in Article II of this Agreement, seek election to or seek to place a representative on the Board of Directors, or seek the removal of any member of the Board of Directors (other than a Holdings Director); (viii) call or seek to have called any meeting of the shareholders of the Company for any purpose; (ix) take any other action to seek to Control the management or policies of the Company; (x) demand, request or propose to amend, waive or terminate the provisions of this Section 3.1(a); or (lxi) agree to do any of the foregoing, or advise, assist or knowingly assist, encourage or enter into persuade any negotiationsthird party to take any action with respect to any of the foregoing. (b) PHL and Holdings agree that they will notify the Company promptly if any inquiries or proposals are received by, agreements any information is exchanged with respect to, or arrangements any negotiations or discussions are initiated or continued by or with, PHL, Holdings or any of their Affiliates regarding any matter described in Section 3.1(a) above. PHL and the Company shall mutually agree upon an appropriate response to be made to any such proposals received by PHL, Holdings or any of their Affiliates. (c) Nothing contained in this Article III shall be deemed to restrict the manner in which the Holdings Directors may participate in deliberations or discussions of the Board of Directors or individual consultations with any other persons member of the Board of Directors, so long as such actions do not otherwise violate any provision of Section 3.1(a) above. (other than any Permitted Transfereesd) in connection with Each of Holdings and PHL covenants and agrees that, during the foregoing (providedterm of this Agreement and so long as Holdings, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will PHL or their Affiliates Control (i) in no way limit the activities PXP and its subsidiaries (or any successor of PXP and its subsidiaries) or (ii) any Person appointed registered as an investment company under the Investment Company Act of 1940, as amended, which might otherwise be deemed to be an "affiliate" of Holdings or PHL within the Board pursuant meaning of Rule 12b-2 under the Exchange Act (a "Related Investment Company"), it will not, and will not permit any of its Affiliates to, cause or permit PXP and its subsidiaries (or any such successor of PXP and its subsidiaries) or such Related Investment Company, directly or indirectly, to (i) attempt to exercise Control or influence over the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director business and affairs of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution act in a rights offering or other issuance in respect of any Common Stock beneficially owned by concert with Holdings, PHL or their Affiliates to violate the provisions of this Agreement or (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or act in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely Person for the purposes of violating the provisions of this sentence, whether Agreement or not such Change otherwise effecting a change of Control is with a Third Party Purchaser) of the Company. Each of Holdings and PHL also covenants and agrees that, during the term of this Agreement, it will not direct or (B) influence, or attempt to direct or influence, the Board fails to publicly recommend against any tender voting or exchange offer for disposition of shares of Common Stock commenced owned of record or beneficially by another Person within ten business days PXP and its subsidiaries (or any successor of commencement thereof pursuant to Rule 14d-2 of the Exchange ActPXP and its subsidiaries).

Standstill Restrictions. From the date of this Agreement and until the earlier of (i) the later of (x) the 24-month anniversary of the Closing Date and (y) the 3-month anniversary of the date on which Parent beneficially owns the Shareholder Parties first cease to Beneficially Own any Subject Shares and (ii) a number Change of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock Control (the “Standstill PeriodExpiration Date”), Holdings shall the Shareholder Parties will not, and shall will cause all of its their respective Subsidiaries and controlled Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of a majority of the Board (provided, that directors on the Holding Board Members shall not participate in such decision):Board: (a) acquire, offer to acquire or agree to acquire, proposeby purchase or otherwise, seek Beneficial Ownership of Common Shares or offer any other security, including any cash-settled option or other derivative security that transfers all or any portion of the economic benefits or risks of the ownership of Common Shares to acquire or announce the intention to acquireany Person, or knowingly facilitate other than the acquisition of any Additional Shares; (b) make any statement or ownership of (whether publicly or otherwise and whether or not subject proposal to conditions) any equity securities, loans, debt securities or assets of the Company or any of its Subsidiariesthe Company’s stockholders regarding, or make any warrantpublic announcement, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek proposal or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage in, any “solicitation” of “proxies” as such terms are defined or used in the proxy rules Regulation 14A of the U.S. Securities and Exchange Commission (the “SEC”0000 Xxx) to votewith respect to, or otherwise solicit or effect, or seek or offer or propose to advise effect (whether directly or influence indirectly, publicly or otherwise) (i) any person business combination, merger, tender offer, exchange offer or similar transaction involving the Company or any of its Subsidiaries that may reasonably be expected to result in a Change of Control, (other than ii) any Permitted Transfereesrestructuring, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, including any material divestiture, break-up or spinoff, (iii) any acquisition of any equity securities of the Company or any of its Subsidiaries or rights or options to acquire interests in the equity securities of the Company or any of its Subsidiaries, or (iv) the composition of or election of any individual to the Board, except as permitted by this Agreement (and as may be required by applicable Law in connection therewith); (c) enter into any discussions, negotiations, arrangements or understandings with any third Person with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly actions prohibited by means of communication with the press Section 2.2(a) or mediaSection 2.2(b), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act0000 Xxx) with respect to the Common Shares in connection with any voting securities of the actions prohibited by Section 2.2(a) or Section 2.2(b); (d) request, call or seek to call a meeting of the stockholders of the Company, nominate any individual for election as a director of the Company at any meeting of stockholders of the Company, submit any stockholder proposal (pursuant to Rule 14a-8 promulgated under the 1934 Act or otherwise) to seek representation on the Board or any other than with proposal to be considered by the Permitted Transferees; (i) callstockholders of the Company, request the calling or recommend that any other Company stockholders vote in favor of, or otherwise seek publicly comment favorably or assist in the calling of a special meeting unfavorably about, or solicit votes or proxies for, any such nomination or proposal submitted by another stockholder of the Shareholders; (j) Company, or otherwise act, alone or in concert with others, to publicly seek to control or influence the Board, management or policies of the Company; (ke) disclose deposit any intentionSubject Shares or any other Common Shares in a voting trust or similar arrangement or subject any Subject Shares or any other Common Shares to any voting agreement, plan pooling arrangement or similar arrangement prohibited by, (in each case other than as contemplated in this Agreement or inconsistent with, solely among a group comprised solely of the foregoingShareholder Parties and their respective controlled Affiliates); or (lf) advise, assist or knowingly encourage or enter into take any negotiations, agreements or arrangements with action which would reasonably be expected to require the Company to make a public announcement regarding (including any other persons (other than public filing) any Permitted Transferees) in connection with of the foregoing (provided, that actions prohibited by this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01)2.2; provided that the foregoing limitations will (i) not preclude any confidential proposal made to the Board that is expressly conditioned upon the maintenance of the confidentiality thereof or (ii) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company. If, (ii) not preclude after the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all date hereof and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything prior to the contrary contained in this AgreementExpiration Date, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive any agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange ActFaiveley Parties with standstill provisions that are less favorable to the Company in the aggregate than the provisions contained in this Section 2.2 (or if the Company amends or waives the standstill provisions in the Existing Faiveley Agreement in a manner such that the standstill provisions thereunder are less favorable to the Company in the aggregate than the provisions contained in this Section 2.2), the Company shall notify the Shareholder Parties of the terms of such standstill provisions as soon as reasonably practicable after the execution (or amendment or waiver) of such agreement, and in which case this Section 2.2 shall if elected by the Shareholder Parties be amended to be no more favorable to the Company than the enforceable (after giving effect to any waiver) standstill provisions contained in such third party agreement. The Company represents and warrants that, as of the date hereof, it is not party to any agreement with any of the Faiveley Parties containing standstill provisions other than those set forth in the Existing Faiveley Agreement. For the avoidance of doubt, the expiration of the standstill obligations under the Existing Faiveley Agreement in accordance with its current terms shall not be deemed to be an amendment or waiver of the Existing Faiveley Agreement.

Standstill Restrictions. From Provided that the Company is not in material breach of this Agreement (which breach, if curable, has not been cured within thirty (30) days following the date of this Agreement notice of such breach, it being understood that a breach of Section 2 shall be deemed material and uncurable), until the date earlier of (x) the time that the Investor’s beneficial ownership of the Common Stock (calculated on which Parent beneficially owns a number an As-Converted Basis) is less than 5% and (y) the third anniversary of the Effective Date, the Investor and its affiliates acting at its direction shall not (i) directly or indirectly acquire, or agree to acquire, any equity securities of the Company, other than the Securities or as otherwise would not increase the Investor’s beneficial ownership of the Common Stock (calculated on an As-Converted Basis) to greater than 40.00% (it being understood that nothing in this Section 8 shall restrict the Investor from exercising its rights under Section 9 hereof), (ii) deposit any shares of Common Stock that constitutes less than 5% in a voting trust or similar arrangement or subject any shares of the outstanding Common Stock (the “Standstill Period”)to any voting agreement, Holdings shall notpooling arrangement or similar arrangement, and shall cause all or grant any proxy with respect to any shares of its respective Subsidiaries and Affiliates Common Stock to any person not to, directly or indirectly through another Person, unless expressly invited in a writing affiliated with the approval of the Board Investor or Company management; (provided, that the Holding Board Members shall not participate in such decision): (aiii) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage in, directly or indirectly, any “solicitation” solicitation of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) proxies to vote, or seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting Subsidiary of the Company; , (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (hiv) form, join or in any 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, other than Company except for any group constituting solely of the Investor and Permitted Holders or a group with beneficial ownership under the Permitted Transferees; maximum threshold set forth in subclause (i) above, (v) seek the removal of any directors from the Board other than Investor Designees, (vi) call, or request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management stockholders of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (xvii) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence)make, or (y) take take, any action (except as expressly permitted herein) that would reasonably be expected to require cause the Company to make a public announcement regarding any intention of the possibility of a business combinationInvestor to take an action that would be prohibited by the foregoing; provided, merger or other extraordinary transaction described that nothing in this Section 2.03 with it Agreement shall restrict (1) the consummation of the Transactions (as defined in the Investment Agreement), (2) the Investor or any of its controlled Affiliates. Notwithstanding anything Representatives from making private proposals to the contrary contained in this AgreementBoard, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A3) the Company enters into a definitive agreement providing for a Change Investor or any of Control (solely for the purposes of this sentenceits Representatives from complying with applicable law, whether or not such Change of Control is with a Third Party Purchaser) including making any disclosure that may become required by applicable law or (B4) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 ability of the Exchange ActInvestor Designees from exercising their fiduciary duties or powers as directors.

Standstill Restrictions. From the Effective Date and continuing until the first anniversary of the date of this Agreement and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock (the “Standstill PeriodExpiration Date”), Holdings shall ValueAct will not, and shall cause all of its respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):indirectly: (a) acquire, agree to acquire, propose, seek solicit proxies or offer to acquire or announce the intention to acquirewritten consents of shareholders with respect to, or knowingly facilitate from the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) holders of, any equity securities, loans, debt securities or assets of the Company or any of its SubsidiariesCommon Stock, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage inin (other than by voting its shares of Common Stock in a way that does not violate this Agreement), any “solicitation” solicitation of “proxies” as such terms are used in any proxy, consent or other authority to vote any Common Stock with respect to the proxy rules election of directors or any other matter, otherwise conduct any nonbinding referendum with respect to the U.S. Securities and Exchange Commission (the “SEC”) to voteCompany, or seek to advise or influence encourage any person (other than in, any Permitted Transferees) proxy contest or any solicitation with respect to the voting ofCompany not approved and recommended by the Board, any voting securities including relating to the removal or the election of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each casedirectors, other than solicitations or actions as a participant in a manner in accordance with the recommendation support of all of the BoardCompany’s nominees; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (hb) form, join or in any other way participate in a “partnership, limited partnership, syndicate or other group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to any Common Stock, or deposit any Common Stock in a voting securities trust or subject any Common Stock to any voting agreement or other arrangement of the Companysimilar effect, other than than, in each case, solely with the Permitted Transfereesother members of ValueAct; (ic) seek to call, or request the calling call of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone shareholders of the Company or in concert with others, to seek to control make, or make, a shareholder proposal (whether pursuant to Rule 14a-8 under the management Exchange Act or otherwise) or nomination of directors (including pursuant to the advance notice provisions for shareholder nominations or the proxy access provisions of the Bylaws) at any meeting of the shareholders of the Company; (kd) disclose other than at the direction of the Board or any intentioncommittee thereof, plan or arrangement prohibited byseek, propose, or inconsistent make any statement with respect to, or solicit, negotiate with, the foregoing; or (l) adviseor provide any information to any person with respect to, assist or knowingly encourage or enter into any negotiationsmerger, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (providedbusiness combination, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Companysale, (ii) not preclude the exercise of any rights received as a dividend divestiture, spin-off or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by extraordinary transaction involving the Company or any of its Subsidiaries with respect to its subsidiaries or their respective businesses, assets or securities, or any change in which structure, size or composition of the Board or any Company subsidiary board or change in management of the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or subsidiaries, in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentenceeach case, whether or not any such Change transaction or change involves a change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 control of the Exchange ActCompany; (e) engage in any short sale or purchase of any derivative security that derives any part of its value from a decline in the market price or value of any securities of the Company, or enter into any hedging transaction with similar effect; or (f) enter into any discussions, negotiations, agreements or undertakings with any person with respect to the foregoing or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing.

Standstill Restrictions. (a) From and after the date of this Agreement and until the first date on which Parent beneficially owns both of the below conditions are satisfied: (x) for the immediately preceding thirty (30) days, no Investor Nominee has served on the Board (it being understood that if no Investor Nominee is a number member of shares the Board due to circumstances in which the Investor would be entitled to designate a Replacement pursuant to Section 3.7(c), an Investor Nominee shall be deemed to continue to be a member of Common Stock that constitutes the Board for all purposes of this Agreement until such time as the Investor irrevocably waives in writing any right to designate such a Replacement) and (y) no less than 5% of twenty-four (24) months have elapsed following the outstanding Common Stock Closing (the “Standstill Period”), Holdings without the prior written consent of the Company, the Holders shall not, and shall cause all of its their respective Subsidiaries and Affiliates not to, directly or indirectly through another Personindirectly, unless expressly invited alone or in concert with any other Person (including assisting or forming a writing Group or participating with the approval of the Board (provided, that the Holding Board Members shall not participate in such decisionor encouraging other persons to form a Group): (ai) acquire, agree to acquire, propose, acquire or seek or offer to acquire any securities of the Company (including derivatives, convertible securities or announce other forms of constructive economic ownership in the intention Company), provided that the foregoing shall not prohibit purchases pursuant to acquireSection 4.4 or bona fide open market purchases of Common Stock after the Closing that would not result in any Holder, together with the Controlled Affiliates, collectively Beneficially Owning a number of Equity Securities equal to or convertible into 20% or more of the then-outstanding Common Stock (the “Cap”) (provided that this Section 4.1(a)(i) shall be amended on the first date that the Company grants an exemption from XXXX §000 to a third party for purchases of Common Stock in excess of 20% to reflect such higher number in the exemption granted to such third party); (ii) solicit proxies or written consents or conduct any other type of referendum in respect of the Voting Securities of the Company or from any holders of the Voting Securities of the Company, or knowingly facilitate become a participant or assist any third party in any solicitation; (iii) encourage, advise or influence any other person or assist any third party in so encouraging, assisting or influencing any person with respect to the acquisition giving or ownership withholding of any proxy, consent or other authority to vote or in conducting any other type of referendum; (whether publicly iv) form or join in a partnership, limited partnership, syndicate or other group, including without limitation a group as defined under Section 13(d) of the Exchange Act, with respect to any Voting Securities of the Company, or otherwise and whether support or not subject participate in any effort by a third party with respect to conditionsthe matters set forth in Section 4.1(a)(ii) above; (v) present at any meeting of the Company’s stockholders any proposal for consideration for action by stockholders or propose any nominee for election to the Board; (vi) grant any proxy, consent or other authority to vote (other than to designated representatives of the Company pursuant to a proxy statement of the Company) any equity securitiesVoting Securities or subject them to a voting trust or similar arrangement; (vii) make any request for books and records under the DGCL; (viii) make any public statements that would disparage the Company, loansits officers or its directors or any person who has served as an officer or director of the Company, debt securities in each case, in their capacity as such; provided, however, that any statements made by Investor’s non-controlled Affiliates shall not be deemed to be a violation of this Section 4.1(a)(viii), it being understood that following such a statement by a non-controlled Affiliate of Investor, upon the request of the Company, Investor shall use its reasonable best efforts to cause such non-controlled Affiliates to cease making any further statements in violation of this Section 4.1(a)(viii); provided, further, that any statements made by individual members of the supervisory board of Investor not acting at the direction of Investor or assets its Affiliates shall not be deemed to be a violation of this Section 4.1(a)(viii); (ix) institute, solicit or join any litigation or other proceeding against the Company or any of its Subsidiariescurrent and former directors or officers (including derivative actions); provided, however, that a Holder and its Affiliates shall be permitted to pursue the resolution of any dispute (a) relating to or arising out of this Agreement, the Stock Purchase Agreement, the Commercial Agreements (as such term is defined in the Stock Purchase Agreement) or any warrant, option other agreement between the Parties through the dispute resolution mechanisms set forth in such agreements (the “Covered Matters”) or other direct or indirect right to acquire any such securities, loans or assets; (b) enter intofollowing compliance with the dispute escalation procedures set forth in Section 4.6 with respect to such dispute, agree other matters if (and only if) such matters do not relate to enter intoor arise out of (1) the Covered Matters or (2), proposewithout limiting clause (a), or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change such Holder’s Beneficial Ownership of Control) involving securities in the Company or any Investor Nominee position on the Board or any of its Subsidiariescommittees; (cx) initiatepropose or participate in any (A) tender or exchange offer, knowingly encouragemerger, makeacquisition or other business combination or (B) form of business combination or acquisition or other transaction relating to a material amount of assets of the Company; or (xi) make any public proposal or publicly disclose any intention or plan, or in take any way participate or engage inaction that could require the Company to make any public disclosure, any “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) with respect to any matters that are the voting ofsubject of this Section 4.1; provided, any voting however, that if during the Standstill Period a third party commences a bona fide tender or exchange offer for securities of the Company representing 20% or more of the Company’s aggregate voting power and the Board either (includingA) publicly recommends that stockholders of the Company tender their Common Stock into such tender or exchange offer or (B) does not recommend against stockholders of the Company tendering their shares into such offer within the fifteen (15) Business Day period following the commence of such tender or exchange offer, for then Investor and its Affiliates shall be permitted to make and publicly disclose a counterproposal to the avoidance of doubt, indirectly by means of communication with the press Board and/or commence a tender or media)exchange offer, in each case, other than in a manner in accordance with the recommendation for 100% of the Board;outstanding shares of Common Stock. (db) file with the SEC a proxy statement This Section 4.1 shall not prevent or any supplement thereof restrict Investor’s or any other soliciting material in respect of its Affiliates’ ability to make confidential proposals to the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or in any 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, other than with the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require result in public disclosure by the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange ActCompany.

Standstill Restrictions. From During the date period in which any Board Designee is a member of the Board, each Shareholder covenants that, unless expressly invited in writing with the approval of a majority of the Incumbent Directors, it will not, and will cause or permit any of its consolidated Subsidiaries or controlled Affiliates not to, directly or indirectly: (a) acquire, offer to acquire or agree to acquire, by purchase or otherwise, Beneficial Ownership of Common Shares or any other security, including any cash-settled option or other derivative security, that transfers all or any portion of the economic benefits or risks of the ownership of Common Shares to any Person other than a Shareholder, other than (i) as may be issued by Wabtec on account of the Common Shares, Preferred Shares or other securities of Wabtec pursuant to any stock dividend or distribution, stock split, other subdivision or other recapitalization or reclassification or similar capital transaction or pursuant to any shareholder rights or similar plan, (ii) any Common Shares, Preferred Shares or other securities of Wabtec issued by the Company or any of its Subsidiaries to any Board Designee in his or her capacity as such, (iii) the acquisition of Common Shares, Preferred Shares or other securities of Wabtec as contemplated by Section 2.10 (including in a public offering) of this Agreement or pursuant to any other rights of the holders of Preferred Shares (including preemptive rights and until the date on which Parent beneficially owns a number rights to receive or purchase securities of shares Wabtec in connection with anti-dilution adjustments), or (iv) any other acquisition of Common Stock that constitutes Shares by one or more Shareholders so long as such acquired Shares constitute, in the aggregate, less than 5% of the total outstanding Common Stock Shares, calculated on a fully diluted basis (the “Standstill Period”including, for this purpose, any Common Shares for which any Preferred Shares then outstanding may be exchanged, converted or redeemed), Holdings shall not, and shall cause all of its respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree make any statement or proposal to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company Wabtec or any of its Subsidiaries; (c) initiate, knowingly encourage, makeWabtec’s stockholders regarding, or in make any way participate public announcement, proposal or engage in, offer (including any “solicitation” of “proxies” as such terms are defined or used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) Regulation 14A of the Exchange Act) with respect to, or otherwise solicit or effect, or seek or offer or propose to effect (whether directly or indirectly, publicly or otherwise) (i) any voting business combination, merger, tender offer, exchange offer or similar transaction involving Wabtec or any of its Subsidiaries that may reasonably be expected to result in a Change of Control, (ii) any restructuring, recapitalization, liquidation, dissolution or similar transaction involving Wabtec or any of its Subsidiaries, including any material divestiture, break-up or spinoff, (iii) any acquisition of any of Wabtec’s or its Subsidiary’s equity securities or rights or options to acquire interests in Wabtec’s or its Subsidiary’s equity securities, or (iv) the composition of or election of any individual to the CompanyBoard, other than with the Permitted Transfereesexcept as permitted by this Agreement (and as may be required by applicable Law in connection therewith); (ic) callnegotiate or act in concert with, request or knowingly finance, knowingly assist or knowingly encourage, any other Person in connection with any of the calling actions set forth in Sections 2.8(a) or (b), or otherwise form, join or participate in a group (in each case other than a group comprised solely of Shareholders, Permitted Transferees and their respective controlled Affiliates) with respect to any Common Shares in connection with any of the actions set forth in Sections 2.8(a) or (b); (d) except as provided herein, request, call or seek to call a meeting of the stockholders of Wabtec, except as expressly provided herein, nominate any individual for election as a director of Wabtec at any meeting of stockholders of Wabtec, submit any stockholder proposal (pursuant to Rule 14a-8 promulgated under the Exchange Act or otherwise) to seek representation on the Wabtec Board other than as expressly provided herein or any other proposal to be considered by the stockholders of Wabtec, or recommend that any other Wabtec stockholders vote in favor of, or otherwise publicly comment favorably or unfavorably about, or solicit votes or proxies for, any such nomination or proposal submitted by another stockholder of Wabtec, or otherwise publicly seek to control or assist in influence the calling Wabtec Board, management or policies of a special meeting of the ShareholdersWabtec; (je) otherwise actdeposit any Shares or Common Shares in a voting trust or similar arrangement or subject any Shares or Common Shares to any voting agreement, alone pooling arrangement or similar arrangement (in concert with others, to seek to control the management each case other than as contemplated in this Agreement or solely among a group comprised solely of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoingShareholders and their respective controlled Affiliates); or (lf) advise, assist or knowingly encourage or enter into take any negotiations, agreements or arrangements with action which would reasonably be expected to require Wabtec to make a public announcement regarding (including any other persons (other than public filing) any Permitted Transferees) of the actions set forth in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the 2.8. The foregoing limitations will (i) not preclude any confidential proposal made to the Board that is expressly conditioned upon the maintenance of the confidentiality thereof or (ii) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement Designee or this Agreement Management Director taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange ActWabtec.

Standstill Restrictions. From (a) During the date of this Agreement and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”), Holdings the Peed Stockholder shall not, and shall cause all each of its respective Subsidiaries and his Affiliates not to, directly or indirectly through another indirectly, alone or in concert with any other Person, unless expressly invited in a writing except with the consent or approval of the Board (provided, that the Holding Board Members shall not participate or as expressly set forth in such decisionthis Section 4.1 or Section 5.1(f)(iii): (ai) acquire, purchase or cause to be purchased or otherwise acquire or agree to acquireacquire Beneficial Ownership of (A) any Voting Securities other than the Stockholder Shares or (B) any other securities issued by the Corporation, in each case other than any such Voting Securities or other securities that the Corporation knowingly issues directly to the Peed Stockholder or his Affiliates known by the Corporation to be his Affiliates (including but not limited to in connection with services as an officer or director of the Corporation) with the consent or approval of a majority of the full Board (for the avoidance of doubt securities issued in an underwritten transaction shall not be considered issued directly by the Corporation); (ii) participate in, publicly propose or publicly offer any effort to acquire the Corporation or any of its Subsidiaries or any assets or operations of the Corporation or any of its Subsidiaries; (iii) seek to or knowingly induce any third party to propose, seek offer or offer participate in any effort to acquire or announce Beneficial Ownership of Voting Securities (other than the intention Stockholder ‑15‑ Shares as and to acquirethe extent permitted in accordance with Article V) (for the avoidance of doubt, or knowingly facilitate enhancing the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets operations of the Company shall not in and of itself be considered a violation of this clause (iii)) (iv) participate in, publicly propose or publicly offer any tender offer, exchange offer, merger, acquisition, share exchange or other business combination or Change of Control transaction involving the Corporation or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring restructuring, liquidation, disposition, dissolution or other extraordinary transaction (including a Change of Control) involving the Company or Corporation, any of its SubsidiariesSubsidiaries or any material portion of their businesses; (cv) initiateseek to call, knowingly encourage, makerequest the call of, or in any way participate or engage in, any “solicitation” of “proxies” as such terms are used in the proxy rules call a special meeting of the U.S. Securities and Exchange Commission (stockholders of the “SEC”) to voteCorporation, make or seek to advise make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Corporation or in connection with any action by consent in lieu of a meeting, or make a request for a list of the Corporation’s stockholders; (vi) (A) seek election to the Board or seek to place a Director or seek the removal of any Director (in each case other than as expressly contemplated by this Agreement), or (B) otherwise acting alone or in concert with others seek to control or influence the governance or policies of the Corporation (except, in the case of this clause (B), in his capacity as a member of the Board); (vii) solicit proxies, designations or written consents of stockholders, or conduct any person (other than any Permitted Transferees) binding or nonbinding referendum with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration atVoting Securities, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join make or in any way participate in any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any Voting Securities with respect to any matter, or become a participant in any contested solicitation for the election of directors with respect to the Corporation (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of the voting obligations of the Peed Stockholder pursuant to Section 4.3; (viii) make or issue or cause to be made or issued any public disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) (A) in support of any solicitation described in clause (vii) above (other than solicitations on behalf of the Board), (B) in support of any matter described in clause (v) above, (C) concerning any potential matter described in clause (iv) above or (D) negatively or disparagingly commenting about the Corporation or any of the Corporation’s directors, officers, key employees, businesses, operations or strategic plans or strategic directions; (ix) form, join, or in any other way participate in, a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the ‑16‑ Exchange Act with respect to the Voting Securities, or deposit any Voting Securities in a voting trust or similar arrangement, or subject any Voting Securities to any voting agreement or pooling arrangement, or grant any proxy, designation or consent with respect to any Voting Securities (other than to a designated representative of the Corporation pursuant to a proxy or consent solicitation on behalf of the Board); (x) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the provisions of Sections 4.1, 4.2 or 4.3, or otherwise (A) seek in any manner to obtain any waiver, consent under, or amendment of, any provision of this Agreement or (B) bring any action or otherwise act to contest the validity or enforceability of Sections 4.1, 4.2 or 4.3 or seek a release from the restrictions or obligations contained in Sections 4.1, 4.2 or 4.3; or (xi) enter into any discussions, negotiations, agreements or understandings with any Person with respect to the foregoing, or advise, assist, encourage, support, provide financing to or seek to persuade others to take any action with respect to any of the foregoing, or act in concert with others or as part of a group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Companyforegoing. (b) This Section 4.1 shall not, other than with the Permitted Transferees; in any way, prevent, restrict, encumber or limit (i) callthe Peed Stockholder and his Affiliates from (A) exercising their respective rights, request the calling of, performing their respective obligations or otherwise seek or assist consummating the transactions contemplated by this Agreement and the Merger Agreement, in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock each case in accordance with Section 3.01); provided that the foregoing limitations will terms hereof or thereof, (iB) in no way limit the activities of any Person appointed to if the Board pursuant to has previously authorized or approved the terms solicitation by the Corporation of bids or indications of interest in the potential acquisition of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings Corporation or any of its assets or operations by auction or other sales process (each, a “Sales Process”), participating in such Sales Process in accordance with the procedures established by the Board and, if selected as the successful bidder by the Corporation, completing the acquisition contemplated thereby; provided, that, unless this Agreement has terminated, the Peed Stockholder and his Affiliates shall otherwise remain subject to vote its Common Stock the provisions of this Section 4.1 in all respects during and following the completion of the Sales Process, (C) engaging in confidential discussions with respect to any matter in any given manner or at all and not restrict Holdings the Board or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated members regarding a private proposal by the Company Peed Stockholder to acquire assets of the Corporation or any a material portion of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any outstanding shares of its capital stock of the Corporation, provided, that the Peed Stockholder may only take the actions contemplated by this Section 4.1(b) if he and his Affiliates to participate. Holdings further agrees that during the Standstill Period it will do not (and will ensure that its controlled Affiliates are not required to) publicly disclose any such matters and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) such actions shall not require the Corporation to make any request directly or indirectly, public disclosure of such matters prior to amend or waive any provision the announcement of this Section 2.03 (including this sentence)a definitive agreement, or (yD) take any action (except as expressly permitted herein) that would reasonably be expected to require voting or transferring the Company to make a public announcement regarding the possibility of a business combination, merger Stockholder Shares or other extraordinary transaction described Voting Securities in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in manner not otherwise specifically prohibited by this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (Bii) any Stockholder Designee then serving as a Director from acting as a Director or exercising and performing his or her duties (fiduciary and otherwise) as a Director in accordance with the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 Corporation’s Organizational Documents, all codes and policies of the Exchange ActCorporation and all Laws, ‑17‑ rules, regulations and codes of practice, in each case as may be applicable and in effect from time to time.

Standstill Restrictions. From (a) During the date term of this Agreement Agreement, Phoenix, Phoenix Life and until the date on which Parent beneficially owns a number of shares of Common Stock Holdings covenant and agree that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”)Phoenix, Phoenix Life and Holdings shall not, and shall cause all not permit any of its respective Subsidiaries and their Affiliates not to, either individually or as part of a Group, directly or indirectly through another Person, unless expressly invited in a writing with the approval of indirectly: (i) acquire (other than acquisitions resulting from corporate action taken by the Board of Directors with respect to any pro rata distribution of shares of Common Stock in connection with any stock split, stock dividend, recapitalization, reclassification or similar transaction), propose to acquire (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree or publicly announce or otherwise disclose an intention to propose to acquire), propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate agree to acquire any Common Stock (or any options, warrants, rights or other securities exercisable for, or convertible or exchangeable into, Common Stock) if the effect of such acquisition would cause the Phoenix Ownership Percentage to equal or ownership exceed the Standstill Percentage (other than as a result of any stock purchases or repurchases by the Company); provided that this Section 3.1(a)(i) shall not apply to (whether publicly or otherwise and whether or not subject to conditionsa) any equity securitiesacquisition of Common Stock or of options, loanswarrants, debt rights or other securities exercisable for, or assets convertible or exchangeable into, Common Stock granted to any Person pursuant to any benefit plan of the Company or any of its SubsidiariesAffiliates or the exercise, conversion or exchange of any such option, warrant, option right or other direct or indirect right to acquire any such securitiessecurity, loans or assets; (b) enter any acquisition of Common Stock upon the exercise by Phoenix, Phoenix Life, Holdings or their Affiliates of rights pursuant to any Rights Agreement that may be adopted by the Company for the purpose of deterring coercive takeover activities with respect to the Company, provided that all of the shares of Common Stock so acquired upon the exercise of the rights shall be subject to all of the terms of this Agreement or (c) any acquisition of Common Stock upon the exercise by Phoenix, Phoenix Life, Holdings or their Affiliates of any options, warrants, rights or other securities exercisable for, or convertible or exchangeable into, agree Common Stock granted or issued to enter intoall holders of Common Stock. (ii) propose (or publicly announce or otherwise disclose an intention to propose), proposesolicit, or offer, seek or offer take any action to enter into effect, negotiate with or knowingly facilitate 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, recapitalizationrestructuring, restructuring recapitalization or other extraordinary similar transaction (including a Change of Control) involving the Company or (other than (x) any of the foregoing that has been approved by the Board of Directors or (y) in connection with any tender or exchange offer in which the Board of Directors has (a) recommended that its Subsidiariesshareholders accept such offer or (b) after ten (10) business days (as defined in Rule 14d-1 under the Exchange Act as in effect on the date of this Agreement) from the date of commencement of such offer, expressed no opinion, remained neutral, was unable to take a position or otherwise did not oppose or recommend that its shareholders reject such offer); (ciii) initiate, knowingly encourage, make, or in any way participate or engage in, any “"solicitation” " of “"proxies” " to vote (as such terms are used defined in Rule 14a-1 under the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to voteAct), solicit any consent or communicate with or seek to advise or influence any person (other than any Permitted Transferees) or entity with respect to the voting of, of any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press Common Stock or media), in each case, other than in become a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or "participant" in any way participate "election contest" (as such terms are defined or used in a “group” (within the meaning of Section 13(d)(3) of Rule 14a-11 under the Exchange Act) with respect to any voting securities of the Company, other than with ; provided that nothing in this Section 3.1(a)(iii) shall apply to any deemed solicitation of proxies by Fiondella that may result from his position or status as a director xx xxx Company at the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling time of a special meeting any general solicitation of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control proxies by the management of the Company; (kiv) disclose form, participate in or join any intention, plan Person or arrangement prohibited byGroup with respect to any Common Stock, or inconsistent withotherwise act in concert with any Person for the purpose of (x) acquiring beneficial ownership of any Common Stock or (y) holding or disposing of Common Stock for any purpose prohibited by this Section 3.1(a); (v) except as specifically provided in Section 3.2 below and except as specifically required by the Collateral Agreement, deposit any Common Stock into a voting trust or subject any Common Stock to any arrangement or agreement with respect to the foregoingvoting thereof; (vi) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal with respect to the Company as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other Person to initiate, propose or otherwise solicit any such shareholder proposal; (vii) except as specifically provided in Article II of this Agreement, seek election to or seek to place a representative on the Board of Directors, or seek the removal of any member of the Board of Directors (other than the Holdings Designee); (viii) call or seek to have called any meeting of the shareholders of the Company for any purpose; (ix) take any other action to seek to Control the management or policies of the Company; (x) demand, request or propose to amend, waive or terminate the provisions of this Section 3.1(a); or (lxi) agree to do any of the foregoing, or advise, assist or knowingly assist, encourage or enter into persuade any negotiations, agreements or arrangements with third party to take any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock action with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Actforegoing.

Standstill Restrictions. From the date of this Agreement and Subject to Section 3.2, until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% twentieth anniversary of the outstanding Common Stock (Closing, the “Standstill Period”), Holdings members of the Shareholder Group shall not, and shall cause all each of its their respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):indirectly: (a) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention agree to acquireacquire Beneficial Ownership of any Voting Securities, except pursuant to stock splits, reverse stock splits, stock dividends or distributions, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of the Company combinations or any of its Subsidiariessimilar recapitalization, on or any warrant, option or other direct or indirect right to acquire any such securities, loans or assetsafter the date hereof; (b) enter intoacquire, offer to acquire or agree to enter into, propose, acquire any business or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change material assets of Control) involving the Company or any of its Subsidiaries; (c) initiateinitiate or propose any offer by any third party to acquire Beneficial Ownership of Voting Securities, knowingly encourageother than an acquisition of Shareholder Group Shares permitted in accordance with Section 4.1; (d) initiate or propose any merger, tender offer, business combination or other extraordinary transaction involving the Company or any of its Subsidiaries; (e) act, alone or in concert with others, to seek to affect or influence the control of the Board or the management of the Company, or the business, operations, affairs or policies of the Company; provided that this subsection shall not be deemed to restrict the Shareholder Group Directors from participating as members of the Board in their capacity as such; (f) deposit any Voting Securities in a voting trust or subject any Voting Securities to any proxy, arrangement or agreement with respect to the voting of such securities or other agreement having a similar effect, except as provided in Section 3.3; (g) initiate or propose any stockholder proposal or make, or in any way participate or engage in, directly or indirectly, any “"solicitation” " of “"proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) " to vote, or seek to advise or influence any person (other than any Permitted Transferees) Person with respect to the voting of, any voting securities of the Company (includingVoting Securities, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than become a "participant" in a manner "solicitation" (as such terms are defined in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of Regulation 14A under the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the CompanyVoting Securities; (h) form, join or in any way participate in a “group” group (other than a group comprised exclusively of the members of the Shareholder Group) of Persons acquiring, holding, voting or disposing of any Voting Securities which would be required under Section 13(d) of the Exchange Act and the rules and regulations thereunder 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) with respect to Act (or any voting securities of the Company, other than with the Permitted Transfereessuccessor statute or regulation); (i) call, request the calling ofpropose, or otherwise seek agree to, or assist in the calling of a special meeting enter into any discussions, negotiations or arrangements with, or provide any confidential information to, any third party with respect to any of the Shareholdersforegoing; (j) otherwise act, alone make any statement or in concert disclosure inconsistent with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (lk) advise, assist propose or knowingly encourage seek an amendment or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities waiver of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision provisions of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act3.1.

Standstill Restrictions. From the date Each of this Agreement RDLT and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”), Holdings MC shall not, and shall cause all each of its their respective Subsidiaries and Affiliates not to, directly or indirectly through another Personindirectly, unless expressly invited alone or in a writing concert with the approval others, take any of the Board actions set forth below (provided, or take any action that would reasonably be expected to require the Holding Board Members shall not participate in such decisionCompany to make an announcement regarding any of the following): (a) acquireeffect, agree to acquireseek, proposeoffer, seek or offer to acquire or announce the intention to acquireengage in, or knowingly facilitate the acquisition or ownership of propose (whether publicly or otherwise and whether otherwise) or not subject to conditionscause or participate in: (i) any equity securities, loans, debt securities or assets (A) acquisition of Beneficial Ownership of any Equity Interests of the Company or any (except pursuant to the Merger Agreement, the provisions of its SubsidiariesArticle V of this Agreement, or by way of any warrantstock split, option dividend, spin-off, combination, reclassification or recapitalization of the Company and its Common Stock), or (B) tender offer, exchange offer, merger proposal or other direct offer or indirect right extraordinary transaction, in each case with respect to acquire any clause (A) or (B) the effect of which if completed would be a Change in Control or otherwise engage in a Change in Control unless such securitiesacquisition, loans tender offer, exchange offer, merger proposal, proposal or assets;transaction is approved by a majority of the independent directors of the Board; provided, that if such acquisition, tender offer, exchange offer, merger proposal, proposal or transaction is being conducted by a third-party that is not an Affiliate of RDLT and MC, the foregoing shall not prevent RDLT and MC from tendering, exchanging, exercising voting rights in respect of, or otherwise exercising rights in respect of and opting to receive the benefit of such proposal or transaction in the same manner as offered to other holders of the Company’s Common Stock not participating in the “group” (as such term is used in Section 13(d)(3) of the Exchange Act) conducting such proposal or transaction; or (bii) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (Commission, but without regard to the exclusion set forth in Section 14a­1(l)(2)(iv) from the definition of “SECsolicitation”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting ofCompany or any of its Affiliates or any action resulting in any of RDLT and MC, or any voting securities of their Affiliates, or such other Person becoming a “participant” in any “election contest” (as such terms are used in the proxy rules of the Commission) with respect to the Company or any of its Subsidiaries; provided that, none of RDLT and MC will be deemed to be engaged in the solicitation of proxies or such a “participant” merely by reason of the membership of the Sxxxxxx Designees on the Board or a recommendation of the Board as to how stockholders of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Boardshould vote; (db) file with the SEC except as contemplated by Section 1.1 and Section 1.2 of this Agreement, (a) propose any matter for submission to a proxy statement or any supplement thereof or any other soliciting material in respect vote of stockholders of the Company or any of its shareholders that would be required Affiliates or (b) seek election to, seek to be filed with place a representative on, or seek the SEC pursuant to Rule 14a-12 or other provisions removal of, any director of the Exchange ActCompany or any of its Affiliates; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (hc) form, join or in any way participate in a “group” (within the meaning of as such term is used in Section 13(d)(3) of the Exchange Act) with respect to any voting securities Equity Interest of the Company, or deposit any Equity Interest of the Company in a voting trust or, except as contemplated by this Agreement, subject any Equity Interest of the Company to any arrangement or agreement with respect to the voting of such Equity Interest or other than agreement having similar effect; provided, that acting in accordance with the Permitted Transfereesrecommendation of the Company’s then current Board or officers (including, without limitation, the voting obligations set forth in Section 1.6) shall not be prohibited by the foregoing restriction; (id) callexcept as contemplated by this Agreement and except for proxies granted to Affiliates of RDLT and MC (and their respective employees, request the calling of, or otherwise seek or assist in the calling of attorneys and agents (other than Persons who are attorneys and agents solely as a special meeting result of the Shareholders; (j) otherwise actgranting of such proxy), alone or in concert grant any proxy with others, respect to seek to control the management any Equity Interests of the Company; (ke) enter into any discussions, negotiations, arrangements or understandings with any Persons with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; (f) disclose to any Person (other than an Affiliate) or otherwise induce, encourage, discuss or facilitate, any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock or with the restrictions on transfer set forth in accordance with Section 3.01); provided that the foregoing limitations will (i) Article III or form any such intention which would result in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings Affiliates or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (RDLT and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it MC or any of its controlled their Affiliates will not), directly or indirectly (x) being required to make any request directly such disclosure in any filing with a Governmental Authority or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company being required to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Actrespect thereto.

Standstill Restrictions. (a) From and after the date of this Agreement until the later of (i) the date that is one (1) year after the date of this Agreement and until (ii) 30 days following the date that is the later to occur of Exxxxxx no longer having (x) an Investor Designee serving on which Parent beneficially owns the Board or (y) a number right to select an Investor Designee including as a result of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock Exxxxxx irrevocably waiving its rights to select Investor Designees pursuant to this Agreement (the “Standstill Period”), Holdings without the prior written consent of the Company, Exxxxxx and its controlled Affiliates shall not (and any person acting on behalf of or at the direction of Exxxxxx or any such controlled Affiliates shall not, and shall cause all of its respective Subsidiaries and Affiliates not to), directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):indirectly: (ai) acquire, or agree to acquire, propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate (including through the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditionsBeneficial Ownership) any equity securities, loans, debt securities Equity Securities of the Company or a material portion of the assets of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans securities or assets; provided, however, that nothing in this Section 4.1(a)(i) shall prevent the acquisition of (x) Common Stock pursuant to the exercise, conversion or redemption of shares of preferred stock or warrants of the Company held by Exxxxxx or its controlled Affiliates as of the date hereof in accordance with their terms or (y) in the event that the Company issues Equity Securities in connection with a capital raising or liability management transaction, voting Common Stock acquired within three (3) months of such capital raising or liability management transaction to the minimum extent necessary to reverse the dilution to Exxxxxx and its controlled Affiliates’ total percentage voting power of the voting Common Stock of the Company resulting from such capital raising or liability management transaction; (bii) enter into, agree make or submit to enter into, propose, the Company or seek any of its Subsidiaries any proposal for or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries, either publicly or in a manner that would reasonably be expected to require public disclosure by the Company or Exxxxxx or its controlled Affiliates (it being understood that the foregoing shall not restrict Exxxxxx or its controlled Affiliates from tendering shares, receiving consideration or other payment for shares or otherwise participating in any extraordinary transaction, in each case, on the same basis as other stockholders of the Company generally); (ciii) initiate, knowingly encourage, make, or in any way participate or engage in, any “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, any voting securities election or removal of directors of the Company or any other matter or proposal relating to the Company or become a “participant” (including, for as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the avoidance Exchange Act) in any such solicitation of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Boardproxies; (div) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders stockholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (ev) (x) nominate or recommend for nomination a person for election to the Board at any shareholder meeting of the Company Stockholder Meeting at which directors of the Board are to be electedelected or (y) seek the removal of any member of the Board, in each case other than as expressly permitted pursuant to Section 2.023.1; provided that nothing in this clause (v) shall prevent Exxxxxx or its controlled Affiliates from taking actions in accordance with Section 3.1, as applicable; (fvi) submit any shareholder stockholder proposal for consideration at, or bring any other business before, any shareholder meeting of the CompanyStockholder Meeting; (gvii) initiate, knowingly encourage, initiate or actively in any way intentionally participate or engage in, any “withhold” or similar campaign with respect to any shareholder meeting of the CompanyStockholder Meeting; (hviii) form, join or act in any way participate in concert with a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to for the purpose of voting, acquiring, holding, or disposing of, any voting securities Equity Securities of the Company, Company (other than solely with the Permitted Transfereescontrolled Affiliates of Exxxxxx); (iix) call, request the calling of, call or otherwise seek to call (publicly or assist in the calling of a special meeting of the Shareholders; (j) otherwise actotherwise), alone or in concert with others, to seek to control a special meeting of the management stockholders of the Company, or initiate or propose any action by written consent; (kx) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than to take any Permitted Transferees) in connection with the foregoing (provided, action that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all Exxxxxx and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly are prohibited from taking pursuant to this Section 4.1; or (xxi) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence‎Section 4.1(a), in each case publicly or (y) take any action (except as expressly permitted herein) in a manner that would reasonably be expected to require the Company or Exxxxxx or any of its controlled Affiliates to make a any public announcement or disclosure of such request. (b) Notwithstanding anything to the contrary in ‎Section 4.1(a), this ‎Section 4.1 shall not prevent or restrict the ability of Exxxxxx or any of its controlled Affiliates from making any proposal to the Company or the Board privately, so long as the making or receipt of such proposal would not reasonably be expected to require the Company, Exxxxxx or any of its controlled Affiliates to make any public disclosure regarding the possibility of a business combination, merger or other extraordinary type of transaction described in ‎Section 4.1(a), and further: (i) this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 4.1 shall be inoperative and of no force and effect upon the earliest of: (x) as a nonexclusive remedy for any material breach of Section 3.1 of this Agreement by the Company, upon ten (10) Business Days’ written notice by Exxxxxx to the Company if such breach has not been cured within such notice period, provided that none of Exxxxxx or effect if its controlled Affiliates are in material breach of this Agreement at the time such notice is given or prior to the end of the notice period; (y) any Person or “group” (as defined in Section 13(d)(3) of the Exchange Act) other than Exxxxxx or any of its Affiliates, or any “group” including or consisting of Exxxxxx or any of its Affiliates (A) entering into an agreement with the Company enters into to (1) acquire Beneficial Ownership of more than 50% of the total voting power of the Equity Securities of the Company, (2) designate members who, in the aggregate, hold a definitive agreement providing for a Change majority of Control the voting power of the Board, or (solely for 3) acquire all or substantially all of the purposes assets of this sentence, whether or not such Change of Control is with a Third Party Purchaser) the Company and its subsidiaries or (B) the Board fails to publicly recommend against commencing any tender or exchange offer for Common Stock commenced (by another any Person within ten business days other than Exxxxxx or its controlled Affiliates) which, if consummated, would result in the acquisition by any Person of commencement thereof Beneficial Ownership of more than 50% of the total voting power of the Equity Securities of the Company, where the Company files with the SEC a Schedule 14D-9 (or any amendment thereto) that does not recommend that its shareholders reject such tender or exchange offer (other than a “stop, look and listen” communication pursuant to Rule 14d-2 14d-9(f) promulgated under the Exchange Act in response to the commencement of any tender or exchange offer); and (z) if the Board recommends for approval or adopts any amendment to the certificate of incorporation or bylaws of the Exchange Company that would reasonably be expected to impair in any material respect the Company’s ability to comply with the terms of this Agreement upon ten (10) Business Days’ written notice by Exxxxxx to the Company if such noncompliance has not been cured within such notice period; provided that this clause (z) shall not apply if any Investor Designee recommends for approval or adopts such amendment; (ii) if the Company enters into, or publicly announces any plans to enter into, any agreement or understanding with respect to the sale or disposition of all or substantially all of the equity or assets of the Company or any of its significant subsidiaries (as such term is defined in Rule 405 of the Securities Act) or other extraordinary transaction, nothing in this Section 4.1 shall prohibit or restrict Exxxxxx or its Affiliates from making any private statements (written or oral) with respect to such sale or disposition; (iii) nothing in this Section 4.1 shall be understood to prohibit or otherwise limit Exxxxxx and its controlled Affiliates from (w) (A) negotiating with third parties, evaluating or trading, directly or indirectly in any non-convertible indebtedness of the Company or any of its Subsidiaries, Derivative Instruments that can only be settled with cash payments, exchange traded fund, benchmark or other basket of securities which may contain, or may otherwise reflect the performance of, any securities of the Company, (B) selling Equity Securities or exercising rights in accordance with the Registration Rights Agreement or (C) pledging, lending or granting a security interest in any Equity Securities, (x) engaging in private communications with the Chairman of the Board, Chief Executive Officer or other senior executive officers or their designees, in each case, only so long as such private communications would not reasonably be expected to require any public disclosure thereof by the Company or Exxxxxx or any of its controlled Affiliates, (y) making any factual statement to comply with any oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demand or similar process by any Governmental Entity or pursuant to Law (so long as such process or request did not arise as a result of discretionary acts by Exxxxxx or any of its controlled Affiliates), including in accordance with Section 4.3(b), or (z) granting any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable; (iv) nothing in this Section 4.1 shall prohibit or restrict any Investor Designee serving as a Director, in his or her personal capacity as a Director, from exercising his or her rights and fiduciary duties as a Director of the Company, or engaging in any discussions solely among other members of the Board or management, advisors, representatives or agents of the Company; and (v) nothing in this Section 4.1 shall prohibit or restrict any Investor Designee serving as a Director from communicating with any employee of the Company or its subsidiaries in any manner consistent with applicable Company policies and ordinary Company practices.

Standstill Restrictions. (a) From and after the date hereof until the one year anniversary of this Agreement and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5the Shareholders collectively shall cease to Beneficially Own Voting Securities representing at least 2% of the Voting Securities outstanding Common Stock at such time (the “Standstill Period”), Holdings each of the Shareholders shall not, and shall cause all each of its their respective Subsidiaries and controlled Affiliates not toto (other than, in the case of the TPG Shareholders, any Non-Private Equity Business of such TPG Shareholders or their respective Affiliates), directly or indirectly through another indirectly, alone or in concert with any other Person, unless except as expressly invited set forth in a writing with this Section 3.1 or as consented to by the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):Board: (ai) acquirepurchase, offer to purchase or cause to be purchased or otherwise acquire or agree to acquire, propose, seek or offer to acquire Beneficial Ownership of (A) any Voting Securities or announce any other securities of Parent in addition to the intention Subject Shares (such Beneficial Ownership in addition to acquirethe Subject Shares, the “Excess Amount”) (the parties agree that it shall not be a breach of this Section 3.1(a)(i) if the Shareholders, together with their Affiliates, Beneficially Own the Excess Amount solely as a result of share purchases, reverse share splits or other actions taken by Parent that, by reducing the number of shares outstanding, cause the Shareholders, together with their Affiliates, to Beneficially Own any Excess Amount), (B) any other equity securities issued by Parent; (C) any indebtedness convertible into or exchangeable for any such securities; or (D) any Derivative Instruments; (ii) propose, offer or participate in any effort to acquire Parent or any of its Subsidiaries or all or a substantial portion of the assets of Parent and its Subsidiaries taken as a whole; (iii) knowingly induce or attempt to induce any third party to propose, offer or participate in any effort to acquire Beneficial Ownership of Voting Securities (other than the Subject Shares as and to the extent permitted in accordance with Article IV); (iv) make any proposal or offer with respect to, or knowingly facilitate the acquisition or ownership of undertake (whether publicly alone or otherwise and whether or not subject to conditionsas part of a Group) any equity securitiestender offer, loansexchange offer, debt securities merger, acquisition, consolidation or assets other business combination or Change of the Company Control transaction involving Parent or any of its Subsidiaries, or seek to cause Parent to undertake any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring restructuring, dividend, share repurchase, liquidation, disposition, dissolution or other extraordinary transaction (including a Change of Control) involving the Company or Parent, any of its SubsidiariesSubsidiaries or any portion of their respective businesses; provided, that nothing in this Section 3.1(a)(iv) shall in any way limit the rights of the Shareholders pursuant to Section 4.1(f); (cv) initiateseek to call, knowingly encouragerequest the call of or call a special meeting of the shareholders of Parent, makeor make or seek to make a shareholders proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the shareholders of Parent or in connection with any action by consent in lieu of a meeting, or seek election to the Board or seek to place a representative on the Board, or seek the removal of any director from the Board, or otherwise acting alone or in concert with others, seek to control or influence the governance, management or policies of Parent; (vi) solicit proxies, designations or written consents of shareholders, or conduct any binding or nonbinding proposal or referendum with respect to Voting Securities, or make or in any way participate or engage in, in any “solicitation” of any “proxiesproxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote (including by written consent) any Voting Securities with respect to any matter, or become a participant in any contested solicitation for the election of directors with respect to Parent (as such terms are defined or used in the proxy Exchange Act and the rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or mediapromulgated thereunder), in each case, case other than solicitations or acting as a participant in a manner in accordance with support of the voting obligations of the Shareholders pursuant to Section 3.2 or the recommendation of the Board; (dvii) file make or issue or cause to be made or issued any public disclosure, announcement or statement (including the filing of any document or report with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect Governmental Entity or any disclosure to any journalist, member of the Company media or securities analyst) (A) in support of any solicitation described in clause (vi) above (other than solicitations on behalf of the Board), (B) in support of any matter described in clause (v) above, or (C) concerning any potential matter described in clause (iv) above, or (D) negatively or disparagingly commenting about Parent, its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 Subsidiaries or any of their respective directors, officers, employees or businesses. (viii) form, join, or in any other way participate in, a “partnership, limited partnership, syndicate or other provisions group” within the meaning of Section 13(d)(3) of the Exchange Act; Act (e) nominate other than with its Permitted Transferees that is bound by the restrictions of this Section 3.1 or recommend for nomination a person for election at Group which consists solely of any shareholder meeting of the Company at which directors of TPG Shareholders, their respective investment funds and controlled affiliates) with respect to the Board are Voting Securities, or deposit any Voting Securities in a voting trust or similar arrangement, or subject any Voting Securities to be elected, any voting agreement or pooling arrangement (other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration atsolely between or among the TPG Shareholders, their respective investment funds and controlled affiliates), or bring grant any other business beforeproxy, any shareholder meeting of the Company; (g) initiate, knowingly encourage, designation or actively participate or engage in, any “withhold” campaign consent with respect to any shareholder meeting Voting Securities (other than to a designated Representative of Parent pursuant to a proxy or consent solicitation on behalf of the CompanyBoard); (hix) formpublicly disclose, join or cause or facilitate the public disclosure (including the filing of any document or report with the SEC or any other Governmental Entity or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the provisions of Section 3.1 or 3.2 or otherwise (A) publicly seek in any way participate manner to obtain any waiver, consent under, or amendment of, any provision of this Agreement or (B) bring any action or otherwise act to contest the validity or enforceability of Section 3.1 or Section 3.2; (x) take any action that would reasonably be expected to require Parent to make a public announcement regarding the possibility of a business combination, merger or other type of transaction or matter described in this Section 3.1; or (xi) enter into any discussions, negotiations, agreements or understandings with any Person with respect to the foregoing, or knowingly advise, assist, facilitate, encourage, support, provide financing to or seek to persuade others to take any action with respect to any of the foregoing, or act in concert with others or as part of a “partnership, limited partnership, syndicate or other group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, other than with the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act.

Standstill Restrictions. From Commencing from the date of this Agreement and hereof until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock June 1, 2012 (the “Standstill PeriodTermination Date”), Holdings each of the Shareholders shall not, and shall cause all of its respective Subsidiaries and Affiliates (including commonly controlled or managed investment funds) not to, unless consented to or requested by Insmed, as a director of Insmed or as otherwise permitted hereby: (i) directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate the acquisition or beneficial ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity or debt securities of Insmed, any warrant or option to purchase such securities, loans, debt securities or assets of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire security convertible into any such securities, loans or assets; any other right to acquire such securities, other than the Insmed Common Stock received upon conversion of shares of Insmed Preferred Stock and any shares of Insmed Preferred Stock or Insmed Common Stock paid as dividends, (bii) enter into, into or agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring restructuring, change of control transaction or other extraordinary transaction (including a Change of Control) involving the Company Insmed or any of its Subsidiaries; , other than in connection with a third party tender or exchange offer or other transaction approved by Insmed, (ciii) initiate, knowingly encourage, make, or in any way participate or engage in, directly or indirectly, any “solicitation” solicitation of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) proxies to vote, or seek to advise or influence any person (other than any Permitted Transferees) Person with respect to the voting of, any voting securities of Insmed, (iv) bring any action or otherwise act to contest the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation validity of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material restrictions set forth in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to this Section 2.02; (f) submit any shareholder proposal for consideration at4, or bring any other business beforeseek a release of such restrictions, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (hv) form, join or in any 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 CompanyInsmed or any Subsidiary of Insmed (including, without limitation, any group constituting of Shareholders and their respective Affiliates) (other than to nominate and vote for a Designee following a breach by Insmed of its covenants in Section 2 hereof), (vi) propose or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with the Permitted Transferees; any other Person regarding any possible purchase of any securities or assets of Insmed, (ivii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; shareholders of Insmed, (jviii) otherwise actgrant any proxy with respect to any shares of Insmed Common Stock, alone Insmed Preferred Stock or in concert with others, to seek to control the management Insmed Common Stock issuable upon conversion of the Company; Insmed Preferred Stock to any Person not affiliated with the Shareholder or Insmed (kother than in connection with the granting of a proxy to vote for a Designee following a breach of Insmed of its covenants in Section 2 hereof); or (x) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) adviseprovided, assist or knowingly encourage or enter into any negotiationshowever, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with that the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s the ability to Transfer its Common Stock in accordance with Section 3.01); provided that of the foregoing limitations will (i) in no way limit the activities of any Person Designees or other directors appointed or elected to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Actexercising their fiduciary duties.

Standstill Restrictions. From the date of this Agreement and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”), Holdings shall not, and shall cause all of its respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage in, any “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or in any 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, other than with the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly ; (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act.

Standstill Restrictions. (a) From and after the date of this Agreement and Closing Date until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of Amberjack ceases to have the outstanding Common Stock right to nominate any designees to the Board pursuant to Section 2.1 (the “Standstill Period”), Holdings the Stockholders shall not, and the Stockholders shall cause all each of its their respective Subsidiaries and Affiliates not to, directly or indirectly through another indirectly, alone or in concert with any other Person, unless except as expressly invited set forth in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):this Section 3.1: (ai) acquire, offer to acquire, or agree to acquire, proposedirectly or indirectly (whether beneficially, seek constructively or offer synthetically through any derivative, hedging or trading position or otherwise) any shares of Common Stock or other Voting Securities, unless (A) as a result of any stock split, stock dividend or distribution, subdivision, reorganization, reclassification, merger or similar capital transaction involving Equity Securities of the Company, (B) approved by Directors representing 80% of the entire Board (rounded down to acquire the nearest whole number) or announce (C) after such acquisition the intention to acquire, beneficial or knowingly facilitate the acquisition or record ownership of (whether publicly shares of Common Stock or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets other Voting Securities of the Company by the Stockholders does not exceed the Standstill Level; provided that no Stockholder shall be in breach of this Section 3.1(a)(i) as a result of the acquisition by any Amberjack Designee of any Equity Securities of the Company pursuant to (x) the grant or vesting of any of its Subsidiariesequity compensation awards granted by the Company to any Amberjack Designee, or (y) the exercise of any warrantstock options, option restricted stock units, or other direct or indirect right similar awards relating to acquire any such securities, loans or assetsEquity Securities of the Company granted by the Company to any Amberjack Designee; (bii) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate in, directly or engage inindirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the U.S. Securities and SEC promulgated under Section 14 of the Exchange Commission (the “SEC”Act) to vote, or seek to advise or influence any person (other than any Permitted Transferees) Person with respect to the voting of, any voting securities Voting Securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media)Company, in each case, case other than in a manner in accordance that is consistent with the Board’s recommendation of the Boardor Xxxxxxxxx’s nomination rights under this Agreement; (diii) file with the SEC deposit any Voting Securities into a proxy statement voting trust or subject any supplement thereof Voting Securities to any voting agreement, pooling arrangement or any other soliciting material similar arrangement, form or join in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 a partnership, limited partnership, syndicate or other provisions of the Exchange Act; group (e) nominate including a Group), with respect to Voting Securities or recommend for nomination a person for election at grant any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign proxy with respect to any shareholder meeting of the Company; (h) form, join or in any 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, Voting Securities other than with to a Person designated by the Board or by and among Amberjack, the Principal Stockholders and their Permitted Transferees; (iiv) callmake any public announcement with respect to, request the calling ofor submit a proposal for, or otherwise act alone or in concert with others to seek or assist in the calling of a special meeting any change to management of the Shareholders; (j) otherwise actCompany or the Board or propose, alone or in concert with others, any nominees for election to seek the Board other than pursuant to control its rights under the management of the CompanyCharter, Section 2.1(a) or Section 2.1(e); (kv) disclose make any intention, plan or arrangement prohibited bypublic announcement with respect to, or inconsistent withsubmit a proposal for, the foregoing; or or offer of (lwith or without conditions) advise, assist or knowingly encourage ask or enter into any negotiations, agreements or arrangements with request any other persons (person to make such a proposal or offer of, or in any other than way support, any Permitted Transferees) in connection with the foregoing (providedmerger, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement consolidation, business combination, tender or this Agreement taken in his or her capacity as a director of the Companyexchange offer, (ii) not preclude the exercise of any rights received as a dividend restructuring, recapitalization or other distribution in a rights offering extraordinary transaction of or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by involving the Company or any of its Subsidiaries with respect to its or their securities or assets in which (unless such transaction is approved or affirmatively recommended by the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not Board); or (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (yvi) take any action (except as expressly permitted herein) that would reasonably be expected to cause or require the Company to make a public announcement regarding any actions prohibited by this Section 3.1(a). (b) This Section 3.1 shall not, in any way, prevent, restrict, encumber or limit (i) the possibility Stockholders from (A) if the Board has previously authorized or approved the solicitation by the Company of a business combination, merger bids or indications of interest in the potential acquisition of the Company or any of its assets or operations by auction or other extraordinary transaction sales process (each, a “Sales Process”), participating in such Sales Process in accordance with any procedures established by the Company therefor and, if selected as the successful bidder by the Company, completing the acquisition contemplated thereby, provided that the Stockholders shall otherwise remain subject to the provisions of this Section 3.1 in all respects during the completion of the Sales Process, (B) engaging in confidential discussions with the Board or any of its members regarding any of the matters described in this Section 2.03 3.1, provided that the Stockholders will not pursue (or except as permitted by clause (C) below publicly disclose the existence of such discussions regarding) any such matters, or (C) taking any action necessary to comply with it any Applicable Law or any action required by any Governmental Authority or any requirement of the Applicable Stock Exchange, (ii) any Amberjack Designee then serving as a Director from acting as a Director or exercising and performing his or her duties (fiduciary and otherwise) as a Director in accordance with Applicable Law, the Company’s Organizational Documents and its controlled Affiliatesrelated guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange, as applicable and as then in effect, or (iii) any Transfer otherwise permitted by Section 4.1. Notwithstanding anything to the contrary contained in this Agreementherein, the provisions Standstill Period shall terminate if (i) a third party commences a tender offer (within the meaning of Section 2.03 shall be inoperative Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of the Company or commences a proxy contest with respect to the election of any directors of the Company and of no force or effect if either (A) the Board of Directors of the Company enters into a definitive agreement providing does not, within 10 business days after the commencement of such offer or proxy contest, recommend against, as applicable, stockholders of the Company tendering their shares in such offer or voting for a Change of Control (solely for the purposes of this sentence, whether or not directors proposed in such Change of Control is with a Third Party Purchaser) proxy contest or (B) at the time of commencement of such tender offer or proxy contest, there are fewer than three Amberjack Designees serving on the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 Directors of the Exchange ActCompany, or (ii) a third party enters into an agreement with the Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 50% of the outstanding capital stock of the Company or all or substantially all of the Company’s assets.

Standstill Restrictions. From Commencing upon the execution and delivery of this letter agreement and continuing until 11:59 p.m. (California time) on the date of this Agreement and until that is seventy-five (75) calendar days from the date on which Parent beneficially owns a number hereof (the "Standstill Period"), neither Jewelcor nor Hxxxxxxx (nor any of their directors, officers, employees, controlling persons and other affiliates, nor their agents or other representatives under their control or direction) shall (i) acquire or agree to acquire any shares of Common Stock that constitutes less than 5% voting stock of the outstanding Common Stock (Company unless and to the “Standstill Period”)extent approved in advance by the Board; provided, Holdings shall not, and shall cause all of its respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (providedhowever, that the Holding Board Members foregoing restriction shall not participate in such decision): (a) acquire, agree to acquire, propose, seek restrict or offer otherwise limit the right of Mx. Xxxxxxxx to acquire shares of Company common stock (or announce options to acquire shares of Company common stock) pursuant to the intention compensation arrangements provided to acquire, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets directors of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage in, any “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or in any 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, other than with the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her their capacity as a director directors of the Company, (ii) not preclude join a group of persons who are unaffiliated with Jewelcor in any manner that would be required to be disclosed under Section 13(d) of the exercise Securities Exchange Act of any rights received 1934, as a dividend or other distribution in a rights offering or other issuance in amended, with respect of any Common Stock beneficially owned by Holdingsto the Company, (iii) not require Holdings submit any stockholder proposals for inclusion in the Company's proxy materials relating to any special or annual meeting of stockholders of the Company, call a meeting of stockholders of the Company or otherwise solicit proxies in favor of proposals, or encourage any other party to do so, in any such case other than as approved in advance by the Board, (iv) engage in, offer, solicit or otherwise facilitate any proposal to acquire the Company, whether by merger, consolidation or other business combination transaction, recapitalization, purchase of its Affiliates securities or assets, or otherwise, or encourage any other party to vote its Common Stock do so, in any case other than as approved in advance by the Board, (v) assist or act in concert with any third party with respect to any matter the actions set forth in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and the foregoing clauses (i) through (iv) not limit Holdings or its Affiliates from participating other than as approved in any auction process initiated advance by the Company Board, or any (vi) request or seek a waiver of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take paragraph 3 in any action (except as expressly permitted herein) manner that would reasonably be expected to require public disclosure; provided, however, that none of the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 foregoing restrictions shall be inoperative and of no force or effect if deemed to (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentencerequire Jewelcor or Hxxxxxxx to vote, whether or not such Change of Control is with a Third Party Purchaser) refrain from voting, on any matter as they may deem appropriate, or (B) restrict Jewelcor or Hxxxxxxx from soliciting proxies from the stockholders of the Company (or tender any of its or his shares of the Company's common stock to a third party) in opposition to a merger, consolidation or other business combination transaction or any purchase of the Company's securities or assets, or any other similar transaction, that is proposed by the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of during the Exchange ActStandstill Period.

Standstill Restrictions. From and after the date Closing Date until the later of this Agreement (x) the three (3) year anniversary of the Closing Date and until (y) the one (1) year anniversary of the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5the Holder shall cease to own at least 50% of the outstanding Class A Common Stock acquired by the Holder at Closing (the “Standstill Period”), Holdings each Stockholder shall not, and shall cause all Allianz Parent and each of its respective Subsidiaries and controlled Affiliates not to, directly or indirectly through another Personindirectly, unless alone or in concert with any other person, except as expressly invited set forth in a writing with this Section 7.1 (and excluding (i) Securities managed by -30- Allianz Parent and its controlled Affiliates for the approval account of third parties in the Board ordinary course of business and (ii) Securities managed by third parties held in investment funds in which Allianz Parent and its controlled Affiliates are invested but without investment authority; provided, that that, in the Holding Board Members shall case of clauses (i) and (ii), such persons with investment authority for such Securities do not receive any Confidential Information (as defined in the Investment Agreement)): (1) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any Securities, other than (x) the Registrable Securities and (y) the Additional Shares; (2) publicly propose, offer or participate in such decision): (a) acquire, agree to acquire, propose, seek or offer any effort to acquire the Company or announce the intention to acquire, any of its Subsidiaries or knowingly facilitate the acquisition any assets or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets operations of the Company or any of its Subsidiaries; (3) knowingly induce or attempt to induce any third party to propose, offer or participate in any warranteffort to acquire beneficial ownership of voting Securities (other than the Shares as and to the extent permitted in accordance with ARTICLE III); (4) publicly propose, option offer or participate in any tender offer, exchange offer, merger, acquisition, share exchange or other direct business combination or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) Control transaction involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, makesubsidiaries, or in any way participate recapitalization, restructuring, liquidation, disposition, dissolution or engage inother extraordinary transaction involving the Company, any “solicitation” of “proxies” as such terms are used in its subsidiaries or any material portion of their businesses; (5) seek to call, request the proxy rules call of, or call a special meeting of the U.S. Securities and Exchange Commission (stockholders of the “SEC”) to voteCompany, or make or seek to advise make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or influence otherwise) at any person (other than any Permitted Transferees) with respect to the voting of, any voting securities meeting of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect stockholders of the Company or its shareholders that would be required to be filed in connection with the SEC pursuant to Rule 14a-12 any action by consent in lieu of a meeting, or other provisions make a request for a list of the Exchange Act; (e) nominate Company’s stockholders, or recommend for nomination a person for seek election at any shareholder meeting of the Company at which directors of to the Board are or seek to be electedplace a representative on the Board (other than as expressly set forth in Section 2.1), or seek the removal of any director from the Board, other than pursuant to Section 2.02; the Holder Designees; (f6) submit any shareholder proposal for consideration atsolicit proxies, designations or written consents of stockholders, or bring conduct any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, binding or actively participate or engage in, any “withhold” campaign nonbinding referendum with respect to any shareholder meeting of the Company; (h) formvoting Securities, join or make or in any way participate in a any “groupsolicitation” (of any “proxy” within the meaning of Section 13(d)(3) of Rule 14a-1 promulgated by the SEC under the Exchange ActAct (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any voting Securities with respect to any voting securities of the Company, other than with the Permitted Transferees; (i) call, request the calling ofmatter, or otherwise seek or assist become a participant in any contested solicitation for the calling election of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock directors with respect to the Company (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder); (7) make or issue or cause to be made or issued any matter in public disclosure (including without limitation the filing of any given manner document or at all and not restrict Holdings report with the SEC or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (ivother governmental agency) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change in express support of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act.solicitation described in clause

Standstill Restrictions. From the date of this Agreement and until the date on which Parent ceases to beneficially owns own a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”), Holdings shall not, and shall cause all of its respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):). (a) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage in, any “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or in any 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, other than with the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act.

Standstill Restrictions. From the date of this Agreement Subject to Section 3.2 and Section 3.6, until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% twentieth anniversary of the outstanding Common Stock (Closing, the “Standstill Period”), Holdings members of the Shareholder Group shall not, and shall cause all each of its their respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):indirectly: (a) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention agree to acquireacquire Beneficial Ownership of any Voting Securities, except pursuant to stock splits, reverse stock splits, stock dividends or distributions, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of the Company combinations or any of its Subsidiariessimilar recapitalization, on or any warrant, option or other direct or indirect right to acquire any such securities, loans or assetsafter the date hereof; (b) enter intoacquire, offer to acquire or agree to enter into, propose, acquire any business or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change material assets of Control) involving the Company or any of its Subsidiaries; (c) initiateinitiate or propose any offer by any third party to acquire Beneficial Ownership of Voting Securities, knowingly encourageother than an acquisition of Shareholder Group Shares permitted in accordance with Section 4.1; (d) initiate or propose any merger, tender offer, business combination or other extraordinary transaction involving the Company or any of its Subsidiaries; (e) act, alone or in concert with others, to seek to affect or influence the control of the Board or the management of the Company, or the business, operations, affairs or policies of the Company; PROVIDED that this subsection shall not be deemed to restrict the Shareholder Group Directors from participating as members of the Board in their capacity as such; (f) deposit any Voting Securities in a voting trust or subject any Voting Securities to any proxy, arrangement or agreement with respect to the voting of such securities or other agreement having a similar effect, except as provided in Section 3.3; (g) initiate or propose any stockholder proposal or make, or in any way participate or engage in, directly or indirectly, any “"solicitation” " of “"proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) " to vote, or seek to advise or influence any person (other than any Permitted Transferees) Person with respect to the voting of, any voting securities of the Company (includingVoting Securities, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than become a "participant" in a manner "solicitation" (as such terms are defined in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of Regulation 14A under the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the CompanyVoting Securities; (h) form, join or in any way participate in a “group” group (other than a group comprised exclusively of the members of the Shareholder Group) of Persons acquiring, holding, voting or disposing of any Voting Securities which would be required under Section 13(d) of the Exchange Act and the rules and regulations thereunder 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) with respect to Act (or any voting securities of the Company, other than with the Permitted Transfereessuccessor statute or regulation); (i) call, request the calling ofpropose, or otherwise seek agree to, or assist in the calling of a special meeting enter into any discussions, negotiations or arrangements with, or provide any confidential information to, any third party with respect to any of the Shareholdersforegoing; (j) otherwise act, alone make any statement or in concert disclosure inconsistent with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (lk) advise, assist propose or knowingly encourage seek an amendment or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities waiver of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision provisions of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act3.1.

Standstill Restrictions. From (a) During the date term of this Agreement Agreement, unless approved in advance by a resolution adopted by a majority of the Continuing Directors or otherwise permitted under this Agreement, LLC and until GLC covenant and agree that they shall not, and shall not permit any of their Affiliates to, either individually or as part of a Group, directly or indirectly: (i) acquire (other than acquisitions (x) pursuant to or contemplated by the date on which Parent beneficially owns a number Consulting Agreement, including without limitation the exercise of options under the Stock Option Agreement, or (y) resulting from corporate action taken by the Board of Directors with respect to any pro rata distribution of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”in connection with any stock split, stock dividend, recapitalization, reclassification or similar transaction), Holdings shall not, and shall cause all of its respective Subsidiaries and Affiliates not to, directly propose to acquire (or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree publicly announce or otherwise disclose an intention to propose to acquire), propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate agree to acquire any Common Stock if the effect of such acquisition would cause the LLC Ownership Percentage to exceed the Standstill Percentage (other than as a result of any stock purchases or ownership repurchases by OPS); provided that this Section 3.1(a)(i) shall not apply to any acquisition (a) of (whether publicly options, Common Stock, warrants, rights or otherwise and whether other securities convertible or not subject exchangeable into Common Stock granted to conditions) any equity securitiesperson, loansincluding without limitation the LLC Directors, debt securities or assets pursuant to any benefit plan of the Company OPS or any of its Subsidiaries, Affiliates or any warrant, option or other direct or indirect right to acquire the exercise of any such securitiesoption, loans warrant or assetsright or conversion or exchange of any convertible or exchangeable security or (b) upon the exercise by LLC or its Affiliates of rights pursuant to any Rights Agreement that may be adopted by OPS, provided that all of the shares of Common Stock so acquired upon the exercise of the rights shall be subject to all of the terms of this Agreement; (bii) enter intopropose (or publicly announce or otherwise disclose an intention to propose), agree solicit, offer, seek to enter intoeffect, proposenegotiate with or provide any confidential information relating to OPS or its business to any other Person with respect to, any tender or seek or offer to enter into or knowingly facilitate any exchange offer, merger, consolidation, share exchange, business combination, recapitalizationrestructuring, restructuring recapitalization or other extraordinary similar transaction (including a Change of Control) involving the Company or any of its SubsidiariesOPS; (ciii) initiate, knowingly encourage, make, or in any way participate or engage in, any “"solicitation” " of “"proxies” " to vote (as such terms are used defined in Rule 14a-1 under the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to voteAct), solicit any consent or communicate with or seek to advise or influence any person (other than any Permitted Transferees) or entity with respect to the voting of, of any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press Common Stock or media), in each case, other than in become a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or "participant" in any way participate "election contest" (as such terms are defined or used in a “group” (within the meaning of Section 13(d)(3) of Rule 14a-11 under the Exchange Act) with respect to any voting securities of the Company, other than with the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01)OPS; provided that nothing in this Section 3.1(a)(iii) shall apply to any deemed solicitation of proxies by the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement LLC Directors that may result from such LLC Directors' position or this Agreement taken in his or her capacity status as a director of OPS at the Company, (ii) not preclude the exercise time of any rights received as general solicitation of proxies by the management of OPS; (iv) form, participate in or join any Person or Group (other than a dividend or other distribution in a rights offering or other issuance in respect Group comprised of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any the six members of LLC and its Affiliates to vote its Common Stock as of the date of this Agreement) with respect to any matter in any given manner Common Stock, or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or otherwise act in concert with it or any third Person for the purpose of its controlled Affiliates will not), directly or indirectly (x) make acquiring any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), Common Stock or (y) holding or disposing of Common Stock for any purpose prohibited by this Section 3.1(a); (v) deposit any Common Stock into a voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting thereof; (vi) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal with respect to OPS as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other Person to initiate, propose or otherwise solicit any such shareholder proposal; (vii) except as specifically provided in Article II of this Agreement, seek election to or seek to place a representative on the Board of Directors, or seek the removal of any member of the Board of Directors (other than a LLC Director); (viii) call or seek to have called any meeting of the shareholders of OPS for any purpose; (ix) except through the LLC Directors, take any other action to seek to control, disrupt or influence the management or policies of OPS; (except as expressly permitted hereinx) agree to do any of the foregoing. (b) LLC and GLC agree that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combinationthey will notify OPS promptly if any inquiries or proposals are received by, merger any information is exchanged with respect to, or other extraordinary transaction described in this Section 2.03 with it any negotiations or discussions are initiated or continued by or with, LLC, GLC or any of its controlled their Affiliates regarding any matter described in Section 3.1(a) above. LLC and OPS shall mutually agree upon an appropriate response to be made to any such proposals received by LLC, GLC or any of their Affiliates. Notwithstanding anything to the contrary . (c) Nothing contained in this AgreementArticle III shall be deemed to restrict the manner in which the LLC Directors may participate in deliberations or discussions of the Board of Directors or individual consultations with the Chairman of the Board or any other members of the Board of Directors or the manner in which the LLC Directors may vote on matters brought for consideration before the Board of Directors, so long as such actions do not otherwise violate any provision of Section 3.1(a) above. (d) With respect to any acquisition of, proposal to acquire, offer to acquire, or agreement to acquire any Common Stock by LLC and its Affiliates not otherwise prohibited by Section 3.1(a) above, OPS and LLC agree to take such actions as may be deemed necessary or advisable (including without limitation the acquisition of Common Stock directly from OPS) consistent with the prudent discharge of their fiduciary duties to their shareholders and members, respectively, so that the provisions of Section 2.03 shall be inoperative and the Control Shares Acquisition Statute, as set forth in Article 14.1 of no force or the Virginia Stock Corporation Act, as amended, in effect if (A) on the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes date of this sentenceAgreement, whether shall not apply to such acquisition, proposal, offer or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Actagreement.

Standstill Restrictions. From the date of this Agreement Subject to Section 3.2 and Section 3.6, until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% twentieth anniversary of the outstanding Common Stock (Closing, the “Standstill Period”), Holdings members of the Shareholder Group shall not, and shall cause all each of its their respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):indirectly: (a) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention agree to acquireacquire Beneficial Ownership of any Voting Securities, except pursuant to stock splits, reverse stock splits, stock dividends or distributions, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of the Company combinations or any of its Subsidiariessimilar recapitalization, on or any warrant, option or other direct or indirect right to acquire any such securities, loans or assetsafter the date hereof; (b) enter intoacquire, offer to acquire or agree to enter into, propose, acquire any business or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change material assets of Control) involving the Company or any of its Subsidiaries; (c) initiateinitiate or propose any offer by any third party to acquire Beneficial Ownership of Voting Securities, knowingly encourageother than an acquisition of Shareholder Group Shares permitted in accordance with Section 4.1; (d) initiate or propose any merger, tender offer, business combination or other extraordinary transaction involving the Company or any of its Subsidiaries; (e) act, alone or in concert with others, to seek to affect or influence the control of the Board or the management of the Company, or the business, operations, affairs or policies of the Company; provided that this subsection shall not be deemed to restrict the Shareholder Group Directors from participating as members of the Board in their capacity as such; (f) deposit any Voting Securities in a voting trust or subject any Voting Securities to any proxy, arrangement or agreement with respect to the voting of such securities or other agreement having a similar effect, except as provided in Section 3.3; (g) initiate or propose any stockholder proposal or make, or in any way participate or engage in, directly or indirectly, any “"solicitation” " of “"proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) " to vote, or seek to advise or influence any person (other than any Permitted Transferees) Person with respect to the voting of, any voting securities of the Company (includingVoting Securities, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than become a "participant" in a manner "solicitation" (as such terms are defined in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of Regulation 14A under the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the CompanyVoting Securities; (h) form, join or in any way participate in a “group” group (other than a group comprised exclusively of the members of the Shareholder Group) of Persons acquiring, holding, voting or disposing of any Voting Securities which would be required under Section 13(d) of the Exchange Act and the rules and regulations thereunder 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) with respect to Act (or any voting securities of the Company, other than with the Permitted Transfereessuccessor statute or regulation); (i) call, request the calling ofpropose, or otherwise seek agree to, or assist in the calling of a special meeting enter into any discussions, negotiations or arrangements with, or provide any confidential information to, any third party with respect to any of the Shareholdersforegoing; (j) otherwise act, alone make any statement or in concert disclosure inconsistent with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (lk) advise, assist propose or knowingly encourage seek an amendment or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities waiver of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision provisions of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act3.1.

Standstill Restrictions. From (i) Each of Investor and its Affiliates (regardless of whether an entity becomes an Affiliate after the date of this Agreement and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”), Holdings Agreement) shall not, directly or indirectly: Beneficially Own any Voting Securities in excess of the Investor Ownership Limit, except as a result of repurchases of Voting Securities by the Company. If at any time Investor becomes aware that it and its Affiliates Beneficially Own more than the Investor Ownership Limit, then, notwithstanding any remedies that may be available at law or equity to the Company upon the occurrence of such event, Investor shall cause promptly take all action necessary to reduce the amount of Voting Securities Beneficially Owned by such Persons to an amount not greater than the Investor Ownership Limit. (ii) Other than with the written consent of the Company, each of Investor and its respective Subsidiaries and Affiliates not toshall not, directly or indirectly through another Personindirectly: (A) seek representation on the Board other than as provided in Section 1 above; (ii) effect, unless expressly invited in offer or propose to effect, or announce any intention to effect or cause (I) any tender or exchange offer, merger or other business combination involving the Company or its subsidiaries or assets constituting a writing with the approval significant portion of the Board consolidated assets of the Company and its subsidiaries, (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditionsII) any equity securitiesrecapitalization, loansrestructuring, debt securities liquidation or assets of dissolution with respect to the Company or any of its Subsidiariessubsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (bIII) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”Commission) or consents to vote, or seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, vote any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; subsidiaries; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (hB) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of as defined under the Exchange Act) with respect to any voting securities of the Company, other than with the Permitted Transferees; (i) call, request the calling of, Company or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or act in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, such securities; (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (yC) take any action (except as expressly permitted herein) that would or would reasonably be expected to require force the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained types of matters set forth in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against above; (D) submit any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof stockholder proposal pursuant to Rule 14d-2 14a-8 under the Exchange Act or any successor thereto, or (E) enter into any discussions or arrangements with any third party with respect to any of the Exchange Actforegoing; provided, however, that the foregoing shall not restrict the ability of the Investor Nominee from exercising his or her fiduciary duties.

Standstill Restrictions. From (a) During the date of this Agreement and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”), Holdings SMBC shall not, and shall cause all not permit any of its respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with without the approval prior written consent of the Board (provided, that the Holding Board Members shall not participate in such decision):Company: (ai) acquire, offer to acquire, agree to acquire, propose, seek or offer to acquire or announce the intention make a proposal to acquire, by purchase or knowingly facilitate the acquisition or ownership of otherwise, (whether publicly or otherwise and whether or not subject to conditionsA) any equity securitiesCompany Stock or direct or indirect rights to acquire any Company Stock, loans, debt any securities convertible into or exchangeable for any Company Stock or any options or other derivative securities or contracts or instruments in any way related to the price of shares of Common Stock; or (B) five percent (5%) or greater of the consolidated assets or property of the Company and its Subsidiaries, taken as a whole; provided that the foregoing restrictions shall not apply to any (1) acquisition of Company Stock by SMBC and its Affiliates so long as immediately following such acquisition, SMBC’s and its Affiliates’ aggregate Economic Ownership Percentage would not exceed fifteen percent (15.0%), (2) Exchange or any conversion of shares of Non-Voting Preferred Stock or Non-Voting Common Stock into shares of Common Stock or Non-Voting Common Stock, as applicable, in accordance with the Company Charter, (3) dividend or distribution by the Company or (4) payment by the Company of any liquidation preference on any shares of Non-Voting Preferred Stock; (ii) deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or similar arrangement, or grant any proxy with respect to any shares of Common Stock (in each case, other than (x) as required by Law or requested or required by any Government Entity or (y) in accordance with Section 6.6); (iii) offer or propose, or make any public announcement with respect to offering or proposing (in each case with or without conditions), any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization or purchase of a material portion of the assets, properties or securities of the Company or any Subsidiary of the Company, or any other extraordinary transaction involving the Company or any Subsidiary of the Company or any of its Subsidiariestheir respective securities, or enter into any warrantdiscussions, option negotiations, arrangements, understandings or agreements (whether written or oral) with any other direct or indirect right to acquire Person regarding any such securities, loans or assetsof the foregoing; (biv) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate in or engage inknowingly encourage, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to knowingly advise or influence any person (other than any Permitted Transferees) Person with respect to the voting of, any voting securities of the Company or its Subsidiaries; (includingv) call, or propose to call, a meeting of the shareholders of the Company or initiate any shareholder proposal for action by shareholders of the avoidance Company, or propose the removal of doubtany director from the Board or, indirectly except as permitted by means of communication with the press or media), in each case, other than in a manner and in accordance with the recommendation of Section 3.1, propose or nominate any individual to serve as a director on the Board; (dvi) file otherwise act, alone or in concert with others, to propose to control or knowingly influence, in any manner, the SEC a proxy statement management or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting the policies of the Company; (gvii) initiateexcept as permitted by Section 6.1, knowingly encourage, demand a copy of the stock ledger list of shareholders or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting other books and records of the Company; (hviii) publicly disclose any intention, plan or arrangement inconsistent with any of the foregoing; (ix) knowingly advise, knowingly assist, knowingly encourage or knowingly direct any Person to do any of the foregoing; (x) take any action that would require the Company under Law or the rules of the NYSE to make a public announcement regarding the reasonable possibility of any of the events described in this Section 6.5(a); (xi) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3as such term is used in Sections 13(d) and 14(d) of the Exchange Act) with any third party with respect to any voting securities Company Stock; or (xii) contest the validity of this Section 6.5(a). (b) Notwithstanding anything to the contrary herein, the restrictions imposed in Section 6.5(a) and 6.6(a) shall immediately terminate and be of no further effect, and, thereafter, nothing contained herein shall prohibit any of the Companyactions specified in Section 6.5(a) and 6.6(a), other than with the Permitted Transferees;if: (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect Affiliates enters into a definitive agreement to its assets effect a Change of Control of the Company; or (ii) any other person or “group” (as such term is used in which Sections 13(d) and 14(d) of the Exchange Act) (A) acquires control of at least a majority of the total outstanding equity or voting power of the Company has invited in writing Holdings or (B) commences a tender offer or exchange offer to acquire control of at least a majority of the total equity or voting power of the Company where the Board (or a committee thereof) either (A) accepts such offer or (B) fails to recommend that the Company’s shareholders reject such offer within ten (10) Business Days of the public announcement of such offer (any of its Affiliates to participate. Holdings further agrees that during the foregoing, a “Standstill Period it will not Fallaway Event”). (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (xc) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained herein, the restrictions set forth in Section 6.5(a) will not prohibit SMBC, its Affiliates or its or their respective Representatives from: (i) confidentially communicating to the Chief Executive Officer or President of the Company or chairman of the Board (or the chairman of any special or transaction committee of the Board) with respect to non-public discussions, proposals, offers, intentions or other actions; (ii) taking any action expressly required or otherwise contemplated to be taken by SMBC, its Affiliates or its or their respective Representatives pursuant to the terms of this AgreementAgreement (including Section 6.7) or the MOU; (iii) discussing, negotiating, effecting, terminating or proposing modifications or amendments to the MOU (or any collaboration by the MOU parties); or (iv) announcing, effecting or proposing to make any acquisition of (whether by merger, consolidation, amalgamation, plan of arrangement or otherwise) or investment in any (A) Person that Beneficially Owns any Company Stock; provided that the primary purpose of any such acquisition or investment is not to avoid the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) 6.5(a); or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange ActOrdinary Course Securities.

Standstill Restrictions. From (a) During the date Lock-Up Period, HoldCo covenants and agrees that, unless invited in writing with the approval of this Agreement and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% majority of the outstanding Common Stock (the “Standstill Period”)whole Board of Directors, Holdings it shall not, not and shall cause all of its respective Subsidiaries and Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):indirectly: (ai) acquire, offer to acquire or agree to acquire, proposeby purchase or otherwise, seek any Equity Securities (other than the Shares, the Warrants, the Additional Shares acquired in accordance with Section 5.11(c), any shares of Common Stock or offer other Equity Securities issued by the Company with respect to acquire the Shares or announce Additional Shares pursuant to any stock dividend, stock split or other recapitalization or reclassification of the intention Common Stock or pursuant to acquireany shareholder rights or similar plan or any shares of Common Stock or other Equity Securities issued by the Company pursuant to the Transaction Documents) or any other security, including any cash-settled option or knowingly facilitate other derivative security, that transfers all or any portion of the acquisition economic benefits or risks of the ownership of Equity Securities to the Purchaser, HoldCo or any of their respective controlled Affiliates; (whether publicly ii) make any statement or otherwise and whether or not subject proposal to conditions) any equity securities, loans, debt securities or assets of the Company or any of its Subsidiariesthe Company’s stockholders regarding, or make any warrantpublic announcement, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek proposal or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage in, any “solicitation” of “proxies” as such terms are defined or used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) Regulation 14A of the Exchange Act) with respect to, or otherwise solicit or effect, or seek or offer or propose to effect (whether directly or indirectly, publicly or otherwise) (A) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company or any of its Subsidiaries, including any Change of Control, (B) any restructuring, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, including any divestiture, break-up or spinoff, or (C) any acquisition of any of the Company’s or its Subsidiary’s equity securities or rights or options to acquire interests in the Company’s or its Subsidiary’s equity securities; (iii) negotiate, have any discussions or act in concert with, or advise or knowingly finance, assist or encourage, any other Person in connection with any of the actions set forth in clauses (i) and (ii) above, or otherwise form, join or participate in a group (other than a group comprised solely of HoldCo and its Subsidiaries) with respect to any voting securities Equity Securities in connection with any of the actions set forth in clauses (i) or (ii) above; (iv) request, call or seek to call a meeting of the stockholders of the Company, nominate any individual for election as a director of the Company at any meeting of stockholders of the Company, submit any stockholder proposal (pursuant to Rule 14a-8 promulgated under the Exchange Act or otherwise) to seek representation on the Board of Directors or any other than with proposal to be considered by the Permitted Transferees; (i) callstockholders of the Company, request the calling or publicly recommend that any other stockholder vote in favor of, or otherwise seek publicly comment favorably about, or assist in the calling of a special meeting solicit votes or proxies for, any such nomination or proposal submitted by another stockholder of the Shareholders; (j) Company, or otherwise act, alone or in concert with others, to publicly seek to control or influence the Board of Directors, management or policies of the Company; (kv) disclose deposit any intentionshares of the voting stock of the Company in a voting trust or similar arrangement or subject any shares of voting stock of the Company to any voting agreement, plan pooling arrangement or arrangement prohibited by, or inconsistent with, the foregoing; orsimilar arrangement; (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (yvi) take any action (except as expressly permitted herein) that which would reasonably be expected to require the Company or any of its Affiliates to make a public announcement regarding any of the possibility of a business combination, merger or other extraordinary transaction described actions set forth in this Section 2.03 with it 5.11(a); or (vii) request that the Company, directly or indirectly, amend, waive or terminate any provision of its controlled Affiliates. this Section 5.11(a) (including this sentence), unless and until the Person seeking such amendment, waiver or termination has received the prior written invitation or approval of the Company. (b) Notwithstanding anything to the contrary contained in this AgreementSection 5.11(a), the provisions of Section 2.03 shall be inoperative and of no force or effect if (Ai) the Company enters into a binding definitive agreement with any third party providing for a Change of Control or (solely ii) any Person or group (other than the Purchaser or any of its Affiliates) announces a proposal providing for the purposes of this sentence, whether or not such a Change of Control is with a Third Party Purchaser) or (B) and the Board fails of Directors has publicly recommended such proposal, then the provisions of Section 5.11(a) will terminate solely to publicly recommend against any tender the extent necessary to facilitate a public or exchange private offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant the Purchaser or its Affiliates to Rule 14d-2 acquire directly or indirectly at least a majority of the Exchange Actoutstanding shares of common stock of the Company or all or substantially all of the Company’s assets. Furthermore, nothing in this Agreement shall be construed to prohibit Purchaser or its Affiliates from submitting to the Chairperson of the Board of Directors of the Company (or, if no Chairperson shall then be sitting, another member of the Board of Directors) one or more confidential proposals or offers for a potential transaction (including a Change of Control transaction) with the Company (as long as such confidential offer or proposal is made in a manner that would not reasonably be expected to require the Purchaser, HoldCo or the Company to make a public announcement regarding such confidential proposal or offer); provided that, except as otherwise permitted by the first sentence of this Section 5.11(b) (in which case the limitation in this sentence shall not apply), prior to submitting any such written confidential proposal or offer during the Lock-Up Period relating to any Change of Control transaction, the Purchaser or its Affiliate will advise the Company of its intention and will refrain from submitting such proposal or offer if affirmatively so requested by the Company based on action by its Board of Directors. The Board of Directors will have the sole and absolute discretion whether to accept any such proposal or offer. (c) Notwithstanding Section 5.11(a)(i), the Purchaser and its consolidated Subsidiaries will be entitled to purchase, subject to compliance with applicable Laws, from time to time in one or more transactions, in the open market or in privately negotiated transactions with holders of outstanding shares of common stock of the Company, additional shares of common stock of the Company (any such shares so acquired, the “Additional Shares”); provided that, when taken together with all other shares of common stock of the Company Beneficially Owned by the Purchaser and its Affiliates at the time such transaction is consummated, such purchase will not as of the time of such purchase result in the Purchaser and its Affiliates being the Beneficial Owner of more than 35.00% of the aggregate number of shares of common stock of the Company outstanding, as reported in the most recent report filed by the Company with the SEC containing such information as of such time.

Standstill Restrictions. From (a) For a period commencing on the date of this Agreement Amendment and until expiring on the earlier to occur of (x) the first (1st) anniversary of the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% this Amendment and (y) the termination of the outstanding Common Stock restrictions set forth in this paragraph 1(a) pursuant to paragraph 1(b) (the “Standstill Period”), Holdings shall not, and shall cause all neither salesforce nor any of its respective Subsidiaries directors, officers, employees, agents, advisors, representatives, investment bankers and Affiliates not toaffiliates (including, without limitation, attorneys, accountants, consultants and any representatives of such advisors) (collectively, “Representatives”) acting on behalf of salesforce shall in any manner directly or indirectly through another Personindirectly: (i) effect or participate in, unless expressly invited publicly offer or publicly propose to effect or participate in, or publicly announce any intention to effect or participate in, or in a writing with the approval of the Board (provided, that the Holding Board Members shall not any way assist or encourage any other person to effect or participate in such decision): or publicly offer or publicly propose to effect or participate in, (a) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditionsA) any equity securities, loans, debt acquisition of any securities (or beneficial ownership thereof) or assets of the Company or any of its Subsidiariesaffiliates, including rights or options to acquire such ownership or any warrantother securities, option rights or interests, including without limitation, options, swaps, derivatives or convertibles or other direct similar instruments, whether real or indirect synthetic, that gives salesforce or any of its affiliates the right to acquire vote or to direct the voting of any such securitiessecurities of the Company or otherwise conveys the economic interest of beneficial ownership of any securities of the Company; (B) any tender or exchange offer, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring merger or other extraordinary transaction (including a Change of Control) business combination involving the Company or any of its Subsidiaries; affiliates; (cC) initiateany recapitalization, knowingly encouragerestructuring, makeliquidation, dissolution or in other extraordinary transaction with respect to the Company or any way participate of its affiliates; or engage in, (D) any “solicitation” of “proxies” (as such terms are used defined in Rule 14a-1 of Regulation 14A under the proxy rules Securities Exchange Act of the U.S. Securities and Exchange Commission 1934, as amended (the “SECExchange Act”), disregarding clause (iv) of Rule 14a-1(1)(2) and including any otherwise exempt solicitation pursuant to vote, Rule 14a-2(b)) or seek consents to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, vote any voting securities of the Company (including, for the avoidance or any of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Boardits affiliates; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (hii) form, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange ActAct and the rules and regulations thereunder) with respect to any voting securities of the Company, other than Company or any of its affiliates or otherwise act in concert with the Permitted Transfereesany person in respect of any such securities; (iiii) callexcept as provided in this Amendment, request the calling ofincluding paragraph 1(c), or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intentioncontrol, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist change or knowingly encourage influence the management, Board of Directors, governing instruments, shareholders, policies or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities affairs of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries affiliates; or (iv) enter into any discussions or arrangements with any third party with respect to its assets any of the foregoing other than saleforce’s Representatives and potential financing sources. (b) Notwithstanding the foregoing, the restrictions set forth in paragraph (1)(a) of this Amendment shall automatically terminate, without any action on the part of the Company or salesforce or any other person, in the event that at any time after the date hereof: (i) the Company shall have entered into a definitive agreement with respect to (A) a tender or exchange offer, merger, consolidation, recapitalization, liquidation or other transaction pursuant to which the stockholders of the Company has invited immediately prior to the consummation of such transaction would (as a group) hold less than 50% of all classes of capital stock, and/or less than 50% of all classes of voting securities, of the surviving or resulting entity in writing Holdings such transaction (or its ultimate parent) immediately after the consummation of such transaction, or (B) a sale of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis (measured at the lesser of book or market value at the time of such transaction); or (ii) there shall have been commenced (whether or not subsequently expired or withdrawn) a tender or exchange offer to acquire 50% or more of any class of equity or other voting securities of the Company, and in the Schedule 14D-9 filed by the Company in respect of such tender or exchange offer (or any amendment thereof) the board of directors of the Company shall have either (A) recommended that the holders of such equity or other voting securities accept such tender or exchange offer, or (B) taken no position in respect of such tender or exchange offer (other than in a “stop, look and listen” communication contemplated by Section 14d-1 of Regulation 14A under the Exchange Act). (c) The Company understands, acknowledges and hereby expressly agrees that neither the restrictions set forth in paragraph 1(a) shall, nor any other term or provision of the Agreement or this Amendment, shall prevent salesforce or any of its Affiliates Representatives from confidentially submitting, delivering or otherwise conveying to participate. Holdings further agrees that the Company or any of its Representatives any offer, proposal or indication of interest regarding the Proposed Transaction or any other transaction, whether during the Standstill Period it or at any time after the expiration of the Standstill Period. (d) The Company understands, acknowledges and hereby expressly agrees that the foregoing terms and provisions set forth in this Section 1 are the sole and exclusive contractual rights of the Company to prevent salesforce from taking any of the actions specified in this Section 1, and that no other term or provision of the Agreement or this Amendment (individually or in the aggregate) is intended by the parties to prohibit or otherwise prevent, shall be interpreted by any court or other judicial, governmental or administrative authority as an agreement between the parties that prohibits or otherwise prevents, or that applies in any manner whatsoever to prohibit or otherwise prevent, salesforce or any of its affiliates from taking any of the actions specified in this Section 1, whether during the Standstill Period, at any time after the expiration of the Standstill Period or at any time after the termination of the restrictions set forth in this Section 1. (e) salesforce will not (and will ensure that be responsible for any breach of this Section 1 by any of its controlled Affiliates and any person Representatives acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Actsalesforce.

Standstill Restrictions. From During the date of this Agreement period commencing on the Effective Date and until ending on the date on which Parent beneficially owns a number of earlier of: (i) May 18, 2026; and (ii) such time as the Xxxxxx Stockholders and their Permitted Transferees (as defined in the Amended and Restated Stockholders’ Agreement) cease to hold, in the aggregate, shares of Common Stock that constitutes less than 5% (as defined below) representing at least ten percent (10%) of the Company’s total issued and outstanding Common Stock (the “Standstill Period”)on a fully diluted basis, Holdings Kakaopay and KPS shall not, and shall cause all their controlled Affiliates (such term is defined for purposes of its respective Subsidiaries and Affiliates this Agreement as it is defined in Rule 12b-2 promulgated by the Commission (as defined below) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) not to, directly or indirectly through another Personindirectly, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):any manner: (a) acquire, agree to acquire, propose, seek purchase or offer to acquire or announce the intention to otherwise acquire, or knowingly facilitate offer, seek, propose or agree to acquire (except by way of stock dividends or other distributions by the acquisition Company or offerings made available by the Company to holders of securities of the Company generally on a pro rata basis), beneficial ownership of shares of the common stock of the Company, par value $0.01 per share (whether publicly “Common Stock”), other than pursuant to an exercise of the Right of First Refusal as set forth in Article III of the Amended and Restated Stockholders’ Agreement and an issuance pursuant to any shareholder rights or otherwise and poison pill plan adopted by the Company Board as set forth in Section 2.4(g)(iv) thereto; (b) engage in, or assist in the engagement in, soliciting proxies or written consents of shareholders with respect to, or from the holders of, any shares of Common Stock or any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to conditions) any equity securitiesthe passage of time or other contingencies (collectively, loans, debt securities or assets of the Company or any of its Subsidiaries“Voting Securities”), or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage inin (other than by voting its shares of Voting Securities in a way that does not violate this Agreement and/or the Amended and Restated Stockholders’ Agreement), any “solicitation” solicitation of “proxies” as such terms are used any proxy, consent or other authority to vote any Voting Securities with respect to the election of directors or any other matter, otherwise conduct or assist in the proxy rules conducting of any binding or nonbinding referendum with respect to the U.S. Securities and Exchange Commission (the “SEC”) to voteCompany, or seek to advise or influence encourage any person (other than in, any Permitted Transferees) proxy contest or any solicitation with respect to the voting of, any voting securities of Company not approved and recommended by the Company (includingBoard, for including relating to the avoidance removal or the election of doubt, indirectly by means of communication with the press or media), in each casedirectors, other than solicitations or actions as a participant in a manner in accordance with the recommendation support of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting all of the Company;’s nominees; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (hc) form, join or in any other way participate in a “partnership, limited partnership, syndicate or other group” (within the meaning of Section 13(d)(3) of the Exchange Act) , with respect to any Voting Securities, or deposit any Voting Securities in a voting securities trust or subject any Voting Securities to any voting agreement or other arrangement of the Company, similar effect (other than any such voting trust, arrangement or agreement solely among Kakaopay and its Affiliates that is otherwise in accordance with this Agreement and/or the Permitted Transferees;Amended and Restated Stockholders’ Agreement); (id) publicly seek to call, or request the calling call of, or otherwise seek or assist in the calling of a special meeting of the Shareholders;shareholders of the Company or publicly seek to make, or make, a shareholder proposal at any annual or special meeting of the shareholders of the Company, or otherwise become a “participant” in a “solicitation” (as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act) to vote any securities of the Company (including by initiating, encouraging or participating in a “withhold” or similar campaign); (je) otherwise actexcept as expressly permitted by the Amended and Restated Stockholders’ Agreement, (i) seek, alone or in concert with others, election or appointment to, or representation on, the Company Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to seek the Company Board or (ii) seek, alone or in concert with others, the removal of any member of the Company Board; (f) make any request or submit any proposal to amend or waive any of the terms of this Agreement or the Amended and Restated Stockholders’ Agreement, in each case, which would reasonably be expected to result in a public announcement or public disclosure of such request or proposal or give rise to a requirement to so publicly announce or disclose such request or proposal; (g) advise, encourage, support or influence any person or entity with respect to the voting of (or execution of a written consent in respect of) or disposition of any securities of the Company; (h) sell or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, any shares of Common Stock or any derivatives relating to Common Stock to any third party (a “Third Party”) other than a Third Party that (x) is (i) a Party to this Agreement, (ii) a member of the Company Board or (iii) an officer of the Company or (y) would not, together with its Affiliates, own, control or otherwise have beneficial ownership representing in the aggregate in excess of 4.9% of the shares of Common Stock outstanding at such time as a result of such transfer, except for Schedule 13G filers that are mutual funds, pension funds or index funds; provided, that, subject to the terms of the Amended and Restated Stockholders’ Agreement, nothing herein shall restrict or limit Kakaopay’s ability to sell or otherwise dispose of any shares of Common Stock or any derivatives relating to Common Stock in open market transactions where the identity of the purchaser is not readily available; (i) take any action in support of or make any proposal, announcement, statement, offer or request, or affirmatively solicit or publicly encourage a third party to make any proposal, announcement, statement, offer or request, regarding: (i) advising, controlling, changing or influencing the Company Board or management of the Company;, including but not limited to, plans or proposals to change the number or term of directors or to fill any vacancies on the Company Board, (ii) any strategic transaction or exploration thereof (it being understood that this Section 1.4(i) shall not restrict Kakaopay from tendering shares, receiving payment for shares or otherwise participating in any such transaction on the same basis as other shareholders of the Company, or from participating in any such transaction that has been approved by the Company Board) or (iii) any other material change in the Company’s or any of its subsidiaries’ operations, business, corporate strategy, corporate structure, capital structure or allocation, or share repurchase or dividend policies; provided, for the avoidance of doubt, that Xxxxxxxx and its Affiliates shall be entitled to engage in private discussions with the Company Board with respect to such matters; (j) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than in connection with a broad-based market basket or index) that relates to or derives any part of its value from any decline in the market price or value of any securities of the Company; (k) disclose enter into any intentiondiscussions, plan negotiations, agreements or arrangement prohibited byunderstandings with any person with respect to the foregoing, or advise, assist, knowingly encourage or seek to persuade any person to take any action or make any statement with respect to any such action, or otherwise take or cause any action or make any statement inconsistent with, with any of the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or actions prohibited under clauses (a) through (k) of this Agreement taken in his or her capacity as Section 1.4, demand a director copy of the Company, (ii) not preclude the exercise ’s list of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings shareholders or its Affiliates from participating in any auction process initiated by the Company other books and records or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 14a-7 under the Exchange Act or under any statutory or regulatory provisions of New York providing for stockholder access to books and records (including lists of shareholders) of the Exchange ActCompany.

Standstill Restrictions. From For a period of 24 months from the date of this Agreement and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock Resignation Date (the “Standstill Period”), Holdings shall notexcept as specifically requested in writing by the Company, and shall cause all of its respective Subsidiaries and Affiliates not tothe Executive, singly or with any other person, directly or indirectly through another Personindirectly, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree to acquire, propose, seek enter into or offer to acquire or announce the intention to acquire, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, or encourage any other person to propose, enter into or seek or offer agree to enter into or knowingly facilitate (a) any merger, form of business combination, recapitalization, restructuring acquisition or other extraordinary transaction (including a Change of Control) involving relating to the Company and/or any subsidiary or affiliate thereof or (b) any form of its Subsidiaries; restructuring, recapitalization or similar transaction with respect to the Company. Furthermore, during the Standstill Period, except as specifically requested in writing by the Company and/or any subsidiary or affiliate thereof, the Executive shall not, singly or with any other person, directly or indirectly, (c1) initiateacquire, knowingly encourageor offer, propose or agree to acquire, by tender offer, purchase or otherwise, any voting securities of the Company except through the exercise of options granted to the Executive by the Company, (2) make, or in any way participate or engage in, any “solicitation” solicitation of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, proxies or seek to advise or influence any person (other than any Permitted Transferees) written consents with respect to the voting of, any voting securities of the Company (including, it being understood that the mere execution of a proxy for his own securities beneficially owned by the avoidance of doubt, indirectly by means of communication with the press or mediaExecutive shall not be treated as constituting participation in such a solicitation), (3) become a participant in each case, other than in any election contest with respect to the Company or a manner in accordance with nominee to the recommendation Board or a member of the Board; , (d4) file with the SEC a proxy statement or seek to influence any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting the voting or disposition of the Company; (h) form, join or in any 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, other than with the Permitted Transferees; (i5) call, request the calling of, or otherwise seek or assist in the calling of demand a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management copy of the Company; ’s list of stockholders or its other books and records, (k6) disclose any intention, plan participate in or arrangement prohibited by, or inconsistent with, encourage the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities formation of any Person appointed partnership, syndicate or other group that owns or seeks or offers to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise acquire beneficial ownership of any rights received as a dividend or other distribution in a rights offering or other issuance in respect voting securities of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any that seeks to affect control of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any for the purpose of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive circumventing any provision of this Section 2.03 Agreement, (including this sentence7) propose or support any director or slate of directors for nomination, appointment or election to the Board (it being understood that the mere execution of a proxy for his own securities beneficially owned by the Executive shall not be treated as constituting such support), (8) otherwise act to seek or to offer to control or influence, in any manner, the management, the Board or policies of the Company and/or any subsidiary or affiliate thereof, or (y9) take any action (except as expressly permitted herein) that would reasonably be expected seek to require the Company to make a public announcement regarding the possibility of a business combination, merger amend or other extraordinary transaction described in change this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act5.

Standstill Restrictions. From (a) During the date term of this Agreement Agreement, PHL and until the date on which Parent beneficially owns a number of shares of Common Stock Holdings covenant and agree that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”), PHL and Holdings shall not, and shall cause all not permit any of its respective Subsidiaries and their Affiliates not to, either individually or as part of a Group, directly or indirectly through another Person, unless expressly invited in a writing with the approval of indirectly: (i) acquire (other than acquisitions resulting from corporate action taken by the Board of Directors with respect to any pro rata distribution of shares of Common Stock in connection with any stock split, stock dividend, recapitalization, reclassification or similar transaction), propose to acquire (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree or publicly announce or otherwise disclose an intention to propose to acquire), propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate agree to acquire any Common Stock (or any options, warrants, rights or other securities exercisable for, or convertible or exchangeable into, Common Stock, including without limitation the Subordinated Debentures) if the effect of such acquisition would cause the Holdings Ownership Percentage to equal or ownership exceed the Standstill Percentage (other than as a result of any stock purchases or repurchases by the Company); provided that this Section 3.1(a)(i) shall not apply to (whether publicly or otherwise and whether or not subject to conditionsa) any equity securitiesacquisition of Common Stock or of options, loanswarrants, debt rights or other securities exercisable for, or assets convertible or exchangeable into, Common Stock granted to any Person, including without limitation Holdings Directors, pursuant to any benefit plan of the Company or any of its SubsidiariesAffiliates or the exercise, conversion or exchange of any such option, warrant, option right or other direct security or indirect right (b) any acquisition of Common Stock upon the exercise by PHL, Holdings or their Affiliates of rights pursuant to acquire any such securitiesRights Agreement that may be adopted by the Company for the purpose of deterring coercive takeover activities with respect to the Company, loans or assetsprovided that all of the shares of Common Stock so acquired upon the exercise of the rights shall be subject to all of the terms of this Agreement; (bii) enter intopropose (or publicly announce or otherwise disclose an intention to propose), agree to enter intosolicit, proposeoffer, or seek or offer take any action to enter into effect, negotiate with or knowingly facilitate 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, recapitalizationrestructuring, restructuring recapitalization or other extraordinary similar transaction (including a Change of Control) involving the Company or (other than (x) any of the foregoing that has been approved by the Board of Directors or (y) in connection with any tender or exchange offer in which the Board of Directors has (a) recommended that its Subsidiariesshareholders accept such offer or (b) after ten (10) business days (as defined in Rule 14d-1 under the Exchange Act as in effect on the date of this Agreement) from the date of commencement of such offer, expressed no opinion, remained neutral, was unable to take a position or otherwise did not oppose or recommend that its shareholders reject such offer); (ciii) initiate, knowingly encourage, make, or in any way participate or engage in, any “"solicitation” " of “"proxies” " to vote (as such terms are used defined in Rule 14a-1 under the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to voteAct), solicit any consent or communicate with or seek to advise or influence any person (other than any Permitted Transferees) or entity with respect to the voting of, of any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press Common Stock or media), in each case, other than in become a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or "participant" in any way participate "election contest" (as such terms are defined or used in a “group” (within the meaning of Section 13(d)(3) of Rule 14a-11 under the Exchange Act) with respect to the Company; provided that nothing in this Section 3.1(a)(iii) shall apply to any voting securities deemed solicitation of proxies by the Holdings Directors that may result from such Holdings Directors' position or status as a director of the Company, other than with Company at the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling time of a special meeting any general solicitation of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control proxies by the management of the Company; (kiv) disclose form, participate in or join any intention, plan Person or arrangement prohibited byGroup with respect to any Common Stock or Subordinated Debentures, or inconsistent withotherwise act in concert with any Person for the purpose of (x) acquiring beneficial ownership of any Common Stock or Subordinated Debentures or (y) holding or disposing of Common Stock or Subordinated Debentures for any purpose prohibited by this Section 3.1(a); (v) except as specifically provided in Section 3.2 below, deposit any Common Stock or Subordinated Debentures into a voting trust or subject any Common Stock or Subordinated Debentures to any arrangement or agreement with respect to the foregoingvoting thereof; (vi) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal with respect to the Company as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other Person to initiate, propose or otherwise solicit any such shareholder proposal; (vii) except as specifically provided in Article II of this Agreement, seek election to or seek to place a representative on the Board of Directors, or seek the removal of any member of the Board of Directors (other than a Holdings Director); (viii) call or seek to have called any meeting of the shareholders of the Company for any purpose; (ix) take any other action to seek to Control the management or policies of the Company; (x) demand, request or propose to amend, waive or terminate the provisions of this Section 3.1(a); or (lxi) agree to do any of the foregoing, or advise, assist or knowingly assist, encourage or enter into persuade any negotiationsthird party to take any action with respect to any of the foregoing. (b) PHL and Holdings agree that they will notify the Company promptly if any inquiries or proposals are received by, agreements any information is exchanged with respect to, or arrangements any negotiations or discussions are initiated or continued by or with, PHL, Holdings or any of their Affiliates regarding any matter described in Section 3.1(a) above. PHL and the Company shall mutually agree upon an appropriate response to be made to any such proposals received by PHL, Holdings or any of their Affiliates. (c) Nothing contained in this Article III shall be deemed to restrict the manner in which the Holdings Directors may participate in deliberations or discussions of the Board of Directors or individual consultations with any other persons member of the Board of Directors, so long as such actions do not otherwise violate any provision of Section 3.1(a) above. (other than any Permitted Transfereesd) in connection with Each of Holdings and PHL covenants and agrees that, during the foregoing (providedterm of this Agreement and so long as Holdings, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will PHL or their Affiliates Control (i) in no way limit the activities PXP and its subsidiaries (or any successor of PXP and its subsidiaries) or (ii) any Person appointed registered as an investment company under the Investment Company Act of 1940, as amended, which might otherwise be deemed to be an "affiliate" of Holdings or PHL within the Board pursuant meaning of Rule 12b-2 under the Exchange Act (a "Related Investment Company"), it will not, and will not permit any of its Affiliates to, cause or permit PXP and its subsidiaries (or any such successor of PXP and its subsidiaries) or such Related Investment Company, directly or indirectly, to (i) attempt to exercise Control or influence over the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director business and affairs of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution act in a rights offering or other issuance in respect of any Common Stock beneficially owned by concert with Holdings, PHL or their Affiliates to violate the provisions of this Agreement or (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or act in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely Person for the purposes of violating the provisions of this sentence, whether Agreement or not such Change otherwise effecting a change of Control is with a Third Party Purchaser) of the Company. Each of Holdings and PHL also covenants and agrees that, during the term of this Agreement, it will not direct or (B) influence, or attempt to direct or influence, the Board fails to publicly recommend against any tender voting or exchange offer for disposition of shares of Common Stock commenced owned of record or beneficially by another Person within ten business days PXP and its subsidiaries (or any successor of commencement thereof pursuant to Rule 14d-2 of the Exchange ActPXP and its subsidiaries).

Standstill Restrictions. From For a period of one year from the date of this Agreement and until the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of the outstanding Common Stock Termination Date (the “Standstill Restricted Period”), Holdings shall notexcept as specifically requested in writing by the Corporation, and shall cause all of its respective Subsidiaries and Affiliates not tothe Executive, singly or with any other person or directly or indirectly through another Personindirectly, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, or agree to enter into, or encourage any other person to propose, enter into, or seek or offer agree to enter into or knowingly facilitate (i) any merger, form of business combination, recapitalization, restructuring acquisition or other extraordinary transaction relating to the Corporation or (including a Change ii) any form of Controlrestructuring, recapitalization or similar transaction with respect to the Corporation. Furthermore, during the Restricted Period, except as specifically requested in writing by the Corporation, the Executive shall not, singly or with any other person or directly or indirectly, (1) involving acquire, or offer, propose or agree to acquire, by tender offer, purchase or otherwise, any voting securities of the Company Corporation except through the exercise of stock options or any of its Subsidiaries; incentive warrants held or acquired during his employment, (c2) initiate, knowingly encourage, make, or in any way participate or engage in, any “solicitation” solicitation of “proxies” as such terms are used in the proxy rules proxies or written consents with respect to voting securities of the U.S. Securities and Exchange Commission Corporation (it being understood that the “SEC”mere execution of a proxy or written shareholder consent relating to the shares owned by the Executive shall not be treated as constituting participation in such a solicitation), (3) become a participant in any election contest with respect to votethe Corporation, or (4) seek to advise or influence any person (other than any Permitted Transferees) with respect to the voting of, or disposition of any voting securities of the Company Corporation, (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in 5) demand a manner in accordance with the recommendation copy of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect Corporation's list of the Company stockholders or its shareholders that would be required to be filed with other books and records, (6) participate in or encourage the SEC pursuant to Rule 14a-12 formation of any partnership, syndicate or other provisions group that owns or seeks or offers to acquire beneficial ownership of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or in any 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, other than with the Permitted Transferees; (i) call, request the calling of, Corporation or otherwise seek or assist in the calling of a special meeting that seeks to affect control of the Shareholders; Corporation or for the purpose of circumventing any provision of this Agreement, (j7) otherwise actpropose or support any director or slate of directors for nomination, alone appointment or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed election to the Board pursuant of Directors of the Corporation (it being understood that the mere execution of a proxy or written shareholder consent relating to the terms shares owned by the Executive shall not be treated as constituting such support), or (8) otherwise act to seek or to offer to control or influence, in any manner, the management, Board of Directors or policies of the Merger Agreement or this Agreement taken in his or her capacity as a director of the CompanyCorporation. Furthermore, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will Restricted Period, the Executive shall not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (xi) make solicit for employment any request directly of the current directors, officers or indirectly, to amend or waive any provision managers of this Section 2.03 (including this sentence), the Corporation or (yii) take induce any action such directors, officers or managers to terminate his or her employment with the Corporation, except that immediately preceding clauses (except as expressly permitted hereini) that would reasonably be expected and (ii) do not apply to require the Company to make a public announcement regarding the possibility of a business combination, merger Executive's secretary or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 Senior Vice President/General Counsel of the Exchange ActCorporation.

Standstill Restrictions. From and after the date Closing Date until the later of this Agreement (i) the ten (10) year anniversary of the Closing Date and until (ii) the three (3) year anniversary of the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% the Shareholders shall cease to Beneficially Own, in the aggregate, Voting Securities representing at least the Ownership Threshold, without the prior written consent of the outstanding Common Stock (the “Standstill Period”)Company, Holdings Cosmo Holding shall not, and Cosmo Holding shall cause all each of its respective Subsidiaries and Affiliates not to, directly or indirectly through another indirectly, alone or in concert with any other Person, unless except as otherwise expressly invited set forth in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):this Section 1: (a) a. acquire, agree to acquire, propose, seek or offer to acquire or announce agree to acquire Beneficial Ownership of any Voting Securities or any other securities of the intention Company or its Subsidiaries, or any securities convertible into or exchangeable or exercisable for any Voting Securities or any other securities of the Company or its Subsidiaries, except in the case of the Shareholders only (A) pursuant to stock splits, reverse stock splits, stock dividends or distributions, combinations, reclassifications or any similar recapitalizations or (B) acquisitions or purchases of Voting Securities pursuant to and in accordance with Section 4.4 of the Shareholder’s Agreement; b. acquire, offer to acquire or knowingly facilitate the acquisition or ownership of (whether publicly or otherwise and whether or not subject agree to conditions) acquire any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries that are material to the operations, financial condition or prospects of the Company and its Subsidiaries, taken as a whole; c. induce or attempt to induce any warrant, option or other direct or indirect right Person to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek propose or offer to enter into acquire Beneficial Ownership of Voting Securities (other than the Shareholder Shares as and to the extent permitted in accordance with Article V of the Shareholder’s Agreement); d. initiate or knowingly facilitate make a proposal for any scheme of arrangement, merger, tender, takeover or exchange offer, business combination, recapitalizationreorganization, restructuring restructuring, recapitalization or other extraordinary transaction (including that would, if consummated, result in a Change of ControlControl with respect to the Company; e. seek the election, appointment or removal of any Directors (other than, in accordance with the terms of the Shareholder’s Agreement) involving or seek a change in the composition or size of the Board; f. except as otherwise required by applicable law, rule or regulation, make or cause to be made any press release or similar public announcement or public communication relating to the way a Shareholder intends to, or does, vote any Shareholder Shares at any meeting of the shareholders of the Company or in connection with any of its Subsidiariesaction by written consent at or in which Voting Securities are entitled to vote; g. deposit any Voting Securities into a voting trust or subject any Voting Securities to any proxy, arrangement or agreement with respect to the voting of such Voting Securities or other agreement having a similar effect (c) other than as recommended by the Board); h. initiate, knowingly encourage, makepropose or otherwise solicit shareholders for the approval of any shareholder proposal or solicit proxies or consents, or in any way participate in, directly or engage inindirectly, any “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any person (other than any Permitted Transferees) Person with respect to the voting of, any voting securities of the Company (includingVoting Securities, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than become a “participant” in a manner “solicitation” (as such terms are defined in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of Regulation 14A under the Exchange Act, as in effect on the date of the Shareholder’s Agreement, whether or not such regulation is applicable to the Company) with respect to any Voting Securities; (e) nominate i. publicly call or recommend requisition a call for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be electedgeneral, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, special or bring any other business before, any shareholder extraordinary meeting of the Company’s shareholders; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) j. form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) Group with respect to any voting securities of the Company, other than Voting Securities; k. make any public statement or disclosure inconsistent with the Permitted Transfereesforegoing; (i) calll. assist, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist induce or knowingly encourage attempt to induce (or enter into provide any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities confidential information of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries for the purpose of assisting, advising, inducing or attempting to induce) any other Person with respect to, or take any affirmative action to its assets in which the Company has invited in writing Holdings or do, any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf foregoing; or m. propose or seek an amendment or waiver of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this letter agreement or of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 4.1 of the Exchange ActShareholder’s Agreement.

Standstill Restrictions. From During the date of this Agreement period commencing from the Closing Date and until for so long as Renova has the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% of right to nominate and appoint the outstanding Common Stock (the “Standstill Period”)Renova Appointed Director, Holdings shall not, Renova covenants and shall cause all of its respective Subsidiaries and Affiliates not to, directly or indirectly through another Personagrees that, unless expressly invited in a writing with the approval of a majority of the Board (providedTERG board of directors, that the Holding Board Members shall it will not, and will not participate in such decision):cause or permit any of its Affiliates to, directly or indirectly: (a) acquire, offer to acquire or agree to acquire, proposeby purchase or otherwise, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate the acquisition or beneficial ownership of (whether publicly any shares of TERG Common Stock that, combined with all other shares of TERG Common Stock held by Renova and its Affiliates equals 50% or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets more of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assetstotal outstanding TERG Common Stock; (b) enter into, agree make any statement or proposal to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company TERG or any of its Subsidiaries; (c) initiate, knowingly encourage, makeTERG’s stockholders regarding, or in make any way participate public announcement, proposal or engage in, offer (including any “solicitation” of “proxies” as such terms are defined or used in the proxy rules Regulation 14A of the U.S. Securities and Exchange Commission (the “SEC”0000 Xxx) to votewith respect to, or otherwise solicit or effect, or seek or offer or propose to effect (whether directly or indirectly, publicly or otherwise) (i) any business combination, merger, tender offer, exchange offer or similar transaction involving TERG or any of its Subsidiaries, (ii) any restructuring, recapitalization, liquidation, dissolution or similar transaction involving TERG or any of its Subsidiaries, including any divestiture, break-up or spinoff, or (iii) any acquisition of any of TERG’s or its Subsidiary’s equity securities or rights or options to acquire interests in TERG’s or its Subsidiary’s equity securities; (c) negotiate, have any discussions or act in concert with, or advise or influence knowingly finance, assist or encourage, any person other Person in connection with any of the actions set forth in Section 10.18(a) and (b) (it being understood that, without limiting the generality of the foregoing, Renova and its Affiliates will not be permitted to act as a joint bidder or co-bidder with any other than any Permitted Transferees) Person with respect to the voting of, any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or mediaactions set forth in Section 10.18(b), in each case, other than in a manner in accordance with the recommendation of the Board); (d) file with request, call or seek to call a meeting of the SEC stockholders of TERG, nominate any individual for election as a proxy statement director of TERG at any meeting of stockholders of TERG, submit any stockholder proposal (pursuant to Rule 14a-8 promulgated under the 1934 Act or any supplement thereof otherwise) to seek representation on the TERG board of directors (other than as contemplated by Section 10.18) or any other soliciting material in respect of the Company or its shareholders that would be required proposal to be filed with considered by the SEC pursuant stockholders of EMYC, or publicly recommend that any other stockholder vote in favor of, or otherwise publicly comment favorably about, or solicit votes or proxies for, any such nomination or proposal submitted by another stockholder of TERG, or otherwise publicly seek to Rule 14a-12 control or other provisions influence the board of the Exchange Actdirectors, management or policies of TERG; (e) nominate or recommend for nomination a person for election at deposit any shareholder meeting shares of the Company at which directors voting stock of the Board are TERG in a voting trust or similar arrangement or subject any shares of voting stock of TERG to be electedany voting agreement, other than pursuant to Section 2.02pooling arrangement or similar arrangement; (f) submit take any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect action which would reasonably be expected to any shareholder meeting of the Company; (h) form, join or in any 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, other than with the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of the Company; (k) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings TERG or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or make a public announcement regarding any of its Affiliates from publicly stating how it intends to vote on any particular matter and the actions set forth in this Section 10.18; or (ivg) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees request that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not)TERG, directly or indirectly (x) make any request directly or indirectly, to amend amend, waive or waive terminate any provision of this Section 2.03 10.18 (including this sentence), unless and until the Person seeking such amendment, waiver or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require termination has received the Company to make a public announcement regarding the possibility prior written invitation or approval of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange ActTERG.

Standstill Restrictions. From (a) During the date term of this Agreement Agreement, Phoenix, Phoenix Life and until the date on which Parent beneficially owns a number of shares of Common Stock Holdings covenant and agree that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”)Phoenix, Phoenix Life and Holdings shall not, and shall cause all not permit any of its respective Subsidiaries and their Affiliates not to, either individually or as part of a Group, directly or indirectly through another Person, unless expressly invited in a writing with the approval of indirectly: (i) acquire (other than acquisitions resulting from corporate action taken by the Board of Directors with respect to any pro rata distribution of shares of Common Stock in connection with any stock split, stock dividend, recapitalization, reclassification or similar transaction), propose to acquire (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree or publicly announce or otherwise disclose an intention to propose to acquire), propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate agree to acquire any Common Stock (or any options, warrants, rights or other securities exercisable for, or convertible or exchangeable into, Common Stock) if the effect of such acquisition would cause the Phoenix Ownership Percentage to equal or ownership exceed the Standstill Percentage (other than as a result of any stock purchases or repurchases by the Company); provided that this Section 3.1(a)(i) shall not apply to (whether publicly or otherwise and whether or not subject to conditionsa) any equity securitiesacquisition of Common Stock or of options, loanswarrants, debt rights or other securities exercisable for, or assets convertible or exchangeable into, Common Stock granted to any Person pursuant to any benefit plan of the Company or any of its SubsidiariesAffiliates or the exercise, conversion or exchange of any such option, warrant, option right or other direct or indirect right to acquire any such securitiessecurity, loans or assets; (b) enter any acquisition of Common Stock upon the exercise by Phoenix, Phoenix Life, Holdings or their Affiliates of rights pursuant to any Rights Agreement that may be adopted by the Company for the purpose of deterring coercive takeover activities with respect to the Company, provided that all of the shares of Common Stock so acquired upon the exercise of the rights shall be subject to all of the terms of this Agreement or (c) any acquisition of Common Stock upon the exercise by Phoenix, Phoenix Life, Holdings or their Affiliates of any options, warrants, rights or other securities exercisable for, or convertible or exchangeable into, agree Common Stock granted or issued to enter intoall holders of Common Stock. (ii) propose (or publicly announce or otherwise disclose an intention to propose), proposesolicit, or offer, seek or offer take any action to enter into effect, negotiate with or knowingly facilitate 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, recapitalizationrestructuring, restructuring recapitalization or other extraordinary similar transaction (including a Change of Control) involving the Company or (other than (x) any of the foregoing that has been approved by the Board of Directors or (y) in connection with any tender or exchange offer in which the Board of Directors has (a) recommended that its Subsidiariesshareholders accept such offer or (b) after ten (10) business days (as defined in Rule 14d-1 under the Exchange Act as in effect on the date of this Agreement) from the date of commencement of such offer, expressed no opinion, remained neutral, was unable to take a position or otherwise did not oppose or recommend that its shareholders reject such offer); (ciii) initiate, knowingly encourage, make, or in any way participate or engage in, any “"solicitation” " of “"proxies” " to vote (as such terms are used defined in Rule 14a-1 under the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to voteAct), solicit any consent or communicate with or seek to advise or influence any person (other than any Permitted Transferees) or entity with respect to the voting of, of any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press Common Stock or media), in each case, other than in become a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or "participant" in any way participate "election contest" (as such terms are defined or used in a “group” (within the meaning of Section 13(d)(3) of Rule 14a-11 under the Exchange Act) with respect to the Company; provided that nothing in this Section 3.1(a)(iii) shall apply to any voting securities deemed solicitation of proxies by Xxxxxxxxx that may result from his position or status as a director of the Company, other than with Company at the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling time of a special meeting any general solicitation of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control proxies by the management of the Company; (kiv) disclose form, participate in or join any intention, plan Person or arrangement prohibited byGroup with respect to any Common Stock, or inconsistent withotherwise act in concert with any Person for the purpose of (x) acquiring beneficial ownership of any Common Stock or (y) holding or disposing of Common Stock for any purpose prohibited by this Section 3.1(a); (v) except as specifically provided in Section 3.2 below and except as specifically required by the Collateral Agreement, deposit any Common Stock into a voting trust or subject any Common Stock to any arrangement or agreement with respect to the foregoingvoting thereof; (vi) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal with respect to the Company as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other Person to initiate, propose or otherwise solicit any such shareholder proposal; (vii) except as specifically provided in Article II of this Agreement, seek election to or seek to place a representative on the Board of Directors, or seek the removal of any member of the Board of Directors (other than the Holdings Designee); (viii) call or seek to have called any meeting of the shareholders of the Company for any purpose; (ix) take any other action to seek to Control the management or policies of the Company; (x) demand, request or propose to amend, waive or terminate the provisions of this Section 3.1(a); or (lxi) agree to do any of the foregoing, or advise, assist or knowingly assist, encourage or enter into persuade any negotiations, agreements or arrangements with third party to take any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock action with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Actforegoing.

Standstill Restrictions. From For a period beginning on the date of this Agreement hereof and continuing until (x) the date on which Parent beneficially owns a number of shares of Common Stock that constitutes less than 5% first (1st) anniversary of the outstanding Common Stock Next Annual Meeting if Cxxxxxxx Press is elected to the Board at the Next Annual Meeting, or (y) the final adjournment of the Next Annual Meeting if Cxxxxxxx Press is not elected to the Board at the Next Annual Meeting (such period, the “Standstill Period”), Holdings unless specifically invited in writing by the Board (acting pursuant to approval of at least a majority of the members of the Board) pursuant to a duly adopted resolution of the Board in advance, none of the OPP Parties, acting on his or its behalf or on behalf of other persons acting in concert with any of the OPP Parties, shall not, and shall cause all of its respective Subsidiaries and Affiliates not toin any manner, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):indirectly: (a) acquire, agree to acquire, propose, seek (i) commence or offer to acquire or announce the intention to acquireinitiate, or knowingly facilitate induce or attempt to induce any person or “group” (as defined in and within the acquisition or ownership meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (whether publicly or otherwise the “Exchange Act”), and whether or not subject required to conditionsfile a Schedule 13D containing the information contemplated by Rule 13d-1 under the Exchange Act) (a “13D Group”) to commence or initiate, any equity securities, loans, debt tender or exchange offer for any securities or assets of the Company or any of its SubsidiariesCompany, or (ii) take, or induce or attempt to induce any warrantperson or 13D Group to take, option any other action that is intended to result in, or other direct or indirect right would be reasonably expected to acquire any such securitiesresult in, loans or assetsa change of control of the Company; (b) enter into(i) submit, agree encourage any person or 13D Group to enter intosubmit, proposeadvise or assist any person or 13D Group with respect to the submission of, or seek otherwise participate in, endorse or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring nominations or other extraordinary transaction (including a Change of Control) involving proposals to the Company or to the holders of any Company voting stock for consideration by the holders of its Subsidiaries; (c) initiate, knowingly encourage, make, Company voting stock at any annual or special meeting of the Company’s stockholders or in any way action to be taken by written consent pursuant to the Company’s charter or bylaws, Rule 14a-3 promulgated under the Exchange Act, the provisions of any documents governing the terms of any such Company voting stock or governing the rights of any holders thereof, or otherwise, (ii) take any action to call or request that the Company call, or encourage any person or 13D Group to call or request that the Company call, advise or assist any person or 13D Group with respect to calling or requesting that the Company call, or otherwise participate or engage in, endorse or facilitate the calling of or any “solicitation” of “proxies” as such terms are used in request that the proxy rules Company call, an annual or special meeting of the U.S. Securities Company’s stockholders, (iii) solicit, encourage any person or 13D Group to solicit, advise or assist any person or 13D Group with respect to the solicitation of, or otherwise participate in, endorse or facilitate any solicitation of, proxies or consents with respect to any Company voting stock, including, without limitation, (A) with respect to any matter submitted or to be submitted for the consideration and Exchange Commission approval of the Company’s stockholders at any annual or special meeting of the Company’s stockholders or by written consent, including, without limitation, with respect to the election of directors in opposition to the director nominees recommended by the Board or otherwise for purposes of influencing or acquiring control of the Board or management of the Company, and (B) for the “SEC”purpose of calling a special meeting of the Company’s stockholders, or (iv) to voteadvise, influence or seek to advise or influence any person (other than any Permitted Transferees) or 13D Group with respect to the voting of, of any Company voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press or media), in each case, other than in a manner in accordance with the recommendation of the Boardstock; (dc) file (i) join a 13D Group, or otherwise act in concert with any person or 13D Group for the SEC a proxy statement purpose of acquiring, holding, voting or disposing of Company voting stock, or for purposes of circumventing or avoiding any supplement thereof or any other soliciting material in respect of the Company terms or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration atthis letter agreement, or bring advise or assist any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, person or actively participate or engage in, any “withhold” campaign 13D Group with respect to any shareholder meeting of the Company; , (hii) formcontact, join or in enter into any way participate in a discussions or arrangements with, any other person or “group” (as defined in and within the meaning of Section 13(d)(3) of the Exchange Act) who, within ten (10) days thereafter, will be required to file, a statement containing the information required by Rule 13d-1 under the Exchange Act, concerning any of the matters set forth in this letter agreement, or (iii) sell or otherwise transfer any Company securities to any person if, to the knowledge of any of the OPP Parties, the transferee of such securities would thereafter be required to file a Schedule 13D containing the information required by Rule 13d-1 under the Exchange Act, or an amendment thereto; (d) engage in or offer, agree or propose to engage in, encourage any person or 13D Group to engage in or offer, agree or propose to engage in, advise or assist any person or 13D Group with respect to engaging in or offering or proposing to engage in, or otherwise directly or indirectly participate in, endorse or facilitate any offer or proposal (including, without limitation, by seeking or otherwise soliciting interest, providing or arranging for financing, providing for or arranging the sale of Company voting securities stock, making any offer or proposal to the Board or management of the Company (or any of them), formulating a plan or proposal, or making any public statement or announcement, offer, proposal or filing) regarding (i) any form of business combination transaction involving the Company, including, without limitation, a merger, consolidation, acquisition of Company voting stock by tender or exchange offer or otherwise, acquisition of assets or otherwise, (ii) any liquidation, dissolution or winding up of the Company, or (iii) any recapitalization, restructuring, reorganization or other than with the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control the management of similar transaction involving the Company; (ke) disclose seek or take any intentionaction to (i) change the composition of the Board other than in respect of the nomination and election of Cxxxxxxx Press to the Board at the Next Annual Meeting as contemplated by and pursuant to Section 1 of this letter agreement, plan or arrangement prohibited by(ii) remove any directors from the Board, or inconsistent with(iii) increase the size of the Board, the foregoing; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing nomination and election of Cxxxxxxx Press to the Board at the Next Annual Meeting as contemplated by and pursuant to Section 1 of this letter agreement or (providediv) fill any vacancies on the Board, that except in any manner permitted by this paragraph letter agreement; (lf) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) seek to become involved in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement business, management or this Agreement taken in his or her capacity as a director operations of the Company, (ii) not preclude except for an amendment to the exercise Most Recent 13D for the purpose of describing this letter agreement and any rights received as a dividend related matters, publicly disclose any intent, purpose, plan or other distribution in a rights offering proposal with respect to the Company, the Board, Company management or other issuance in respect the policies or affairs of any Common Stock beneficially owned by Holdingsthe Company, or (iii) not make any public disclosure or take any action (including making any non-public communication to the Company) that could require Holdings the Company to make any public disclosure relating to any such intent, purpose, plan or proposal; (g) initiate or facilitate any action intended to cause cumulative voting to be in effect in an election of directors of the Company; (h) request or otherwise seek a waiver of any provision of this letter agreement; or (i) assist, advise, encourage, facilitate or enter into any agreement, arrangement or other understanding to assist or advise, any person or 13D Group in taking any of the actions described in paragraphs (a) through (h) of this Section 4. Notwithstanding the foregoing, none of the restrictions set forth in paragraphs (a) through (i) of this Section 4 shall be deemed to (i) restrict the authority or right of Cxxxxxxx Press to take any action (A) in his capacity as a member of the Board of the Company or (B) that he in good faith believes, after consultation with his outside legal counsel and the Company’s outside legal counsel, he is required to take in order to fulfill his fiduciary duties to the Company and its Affiliates stockholders under applicable law, or (ii) prevent or otherwise restrict the OPP Parties from (A) subject to vote its Common Stock the applicable provisions of the Company’s bylaws and applicable law, nominating one or more persons for election as a director(s) at any annual meeting of Company stockholders called by the Board and proposed to be held after the Next Annual Meeting (each, a “Subsequent Annual Meeting”) if any advance notice deadline for submitting a nominee (whether under the Company’s bylaws or applicable law) will occur prior to the expiration of the Standstill Period, and (B) soliciting proxies or consents with respect to Company voting stock (including taking actions in support or furtherance of any such solicitation including to cause cumulative voting to be in effect) (i) in favor of or in opposition to the election of any persons so nominated for election to the Board at any annual meeting of Company stockholders called by the Board and proposed to be held after the Next Annual Meeting or (ii) in regard to any other matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated that may be brought before the Company’s stockholders by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make other stockholder at a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange ActSubsequent Annual Meeting.

Standstill Restrictions. From (a) Except as otherwise permitted pursuant to the terms of this Agreement, during the period from the date of this Agreement and until the date on earlier of (i) 14 days after Abraxas receives notice from the Clinton Group of a material breach by Abraxas of any obligation hereunder which Parent beneficially owns a number has not been cured; and (ii) the business day immediately following the 2015 annual meeting of shares stockholders of Common Stock that constitutes less than 5% of Abraxas (the outstanding Common Stock “2015 Annual Meeting”) (such period, the “Standstill Period”), Holdings the Clinton Group shall not, and shall cause all of its their respective Subsidiaries Affiliates and Affiliates Associates (as defined below) under their control or direction not to, in any manner, directly or indirectly through another Person, unless expressly invited in a writing with the approval of the Board (provided, that the Holding Board Members shall not participate in such decision):indirectly: (ai) acquire, agree to acquire, propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate the acquisition or ownership of solicit (whether publicly or otherwise and whether or not subject to conditions) any equity securities, loans, debt securities or assets of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, loans or assets; (b) enter into, agree to enter into, propose, or seek or offer to enter into or knowingly facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction (including a Change of Control) involving the Company or any of its Subsidiaries; (c) initiate, knowingly encourage, make, or in any way participate or engage in, any “solicitation” of “proxies” as such terms are term is used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”)) proxies or consents to votevote any securities of Abraxas, or seek make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to advise or influence vote any person (other than any Permitted Transferees) shares of Common Stock with respect to the voting ofelection or removal of directors, or become a “participant” in any voting securities of the Company (including, “contested solicitation” for the avoidance election or removal of doubt, indirectly by means of communication directors with respect to Abraxas (as such terms are defined or used in the press or mediaExchange Act and the rules promulgated thereunder), in each case, other than solicitations or acting as a participant in a manner in accordance with the recommendation support of the Boardall of Abraxas’ nominees; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (hii) form, join or in any way participate in a any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a group comprised solely of the Clinton Group and its Affiliates and Associates); (iii) deposit any Common Stock in any voting securities trust or subject any Common Stock to any arrangement or agreement with respect to the voting of the Companyany Common Stock, other than with any such voting trust, arrangement or agreement solely among the Permitted TransfereesClinton Group; (i) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Shareholders; (jiv) otherwise act, alone or in concert with others, to make any public statement critical of Abraxas, its directors or management; provided, however, that nothing in this Agreement to the contrary shall prohibit the Clinton Group from (x) making public statements (including statements contemplated by Rule 14a-1(1)(2)(iv) under the Exchange Act), (y) engaging in discussions with other stockholders or (z) soliciting, or encouraging or participating in the solicitation of, proxies or consents with respect to voting securities of Abraxas, in each case with respect to any transaction that has been publicly announced by Abraxas involving (A) any recapitalization of Abraxas, all or any portion of which requires approval by the holders of Common Stock, (B) any merger, amalgamation, consolidation, share exchange (including any exchange offer or tender offer), recapitalization, or other business combination, in each case as a result of which the holders of Common Stock of Abraxas immediately prior to the consummation of such transaction would cease to own at least a majority of the issued and outstanding shares of common stock of the resulting company (or, if such resulting company is a subsidiary, then the ultimate parent company), (C) an acquisition, disposition or sale of assets or a business by Abraxas where the consideration to be received or paid in such transaction requires approval by the holders of Common Stock or (4) any other transaction as a result of which the holders of Common Stock of Abraxas immediately prior to the consummation of such transaction would cease to own at least a majority of the issued and outstanding shares of common stock of the resulting company (or, if such resulting company is a subsidiary, then the ultimate parent company) (any of the foregoing transactions, an “Extraordinary Transaction”); (v) control or seek to control the management of the CompanyBoard; (kvi) disclose seek or encourage any intentionperson to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to Abraxas; (vii) (A) make any proposal for consideration by stockholders at any annual or special meeting of stockholders or (B) make any offer or proposal (with or without conditions) with respect to a merger, plan acquisition, disposition or arrangement prohibited byother business combination involving Clinton and Abraxas; provided, however, that nothing herein will limit the ability of any member of the Clinton Group, or inconsistent withits respective Affiliates and Associates, except as otherwise provided in Section 5, to vote its shares of Common Stock on any matter submitted to a vote of the foregoingstockholders of Abraxas; or (l) advise, assist or knowingly encourage or enter into any negotiations, agreements or arrangements with any other persons (other than any Permitted Transferees) in connection with the foregoing (provided, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will (i) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution in a rights offering or other issuance in respect of any Common Stock beneficially owned by Holdings, (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or in concert with it or any of its controlled Affiliates will not), directly or indirectly (xviii) make any request directly to amend, waive or indirectly, to amend or waive terminate any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, other than through non-public communications with the provisions officers and directors of Section 2.03 shall be inoperative and Abraxas that do not trigger any disclosure obligation on the part of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely for the purposes of this sentence, whether or not such Change of Control is with a Third Party Purchaser) or (B) the Board fails to publicly recommend against any tender or exchange offer for Common Stock commenced by another Person within ten business days of commencement thereof pursuant to Rule 14d-2 member of the Exchange ActClinton Group.

Standstill Restrictions. From (a) During the date term of this Agreement Agreement, PHL and until the date on which Parent beneficially owns a number of shares of Common Stock Holdings covenant and agree that constitutes less than 5% of the outstanding Common Stock (the “Standstill Period”), PHL and Holdings shall not, and shall cause all not permit any of its respective Subsidiaries and their Affiliates not to, either individually or as part of a Group, directly or indirectly through another Person, unless expressly invited in a writing with the approval of indirectly: (i) acquire (other than acquisitions resulting from corporate action taken by the Board of Directors with respect to any pro rata distribution of shares of Common Stock in connection with any stock split, stock dividend, recapitalization, reclassification or similar transaction), propose to acquire (provided, that the Holding Board Members shall not participate in such decision): (a) acquire, agree or publicly announce or otherwise disclose an intention to propose to acquire), propose, seek or offer to acquire or announce the intention to acquire, or knowingly facilitate agree to acquire any Common Stock (or any options, warrants, rights or other securities exercisable for, or convertible or exchangeable into, Common Stock, including without limitation the Subordinated Debentures) if the effect of such acquisition would cause the Holdings Ownership Percentage to equal or ownership exceed the Standstill Percentage (other than as a result of any stock purchases or repurchases by the Company); provided that this Section 3.1(a)(i) shall not apply to (whether publicly or otherwise and whether or not subject to conditionsa) any equity securitiesacquisition of Common Stock or of options, loanswarrants, debt rights or other securities exercisable for, or assets convertible or exchangeable into, Common Stock granted to any Person, including without limitation Holdings Directors, pursuant to any benefit plan of the Company or any of its SubsidiariesAffiliates or the exercise, conversion or exchange of any such option, warrant, option right or other direct security or indirect right (b) any acquisition of Common Stock upon the exercise by PHL, Holdings or their Affiliates of rights pursuant to acquire any such securitiesRights Agreement that may be adopted by the Company for the purpose of deterring coercive takeover activities with respect to the Company, loans or assetsprovided that all of the shares of Common Stock so acquired upon the exercise of the rights shall be subject to all of the terms of this Agreement; (bii) enter intopropose (or publicly announce or otherwise disclose an intention to propose), agree to enter intosolicit, proposeoffer, or seek or offer take any action to enter into effect, negotiate with or knowingly facilitate 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, recapitalizationrestructuring, restructuring recapitalization or other extraordinary similar transaction (including a Change of Control) involving the Company or (other than (x) any of the foregoing that has been approved by the Board of Directors or (y) in connection with any tender or exchange offer in which the Board of Directors has (a) recommended that its Subsidiariesshareholders accept such offer or (b) after ten (10) business days (as defined in Rule 14d-1 under the Exchange Act as in effect on the date of this Agreement) from the date of commencement of such offer, expressed no opinion, remained neutral, was unable to take a position or otherwise did not oppose or recommend that its shareholders reject such offer); (ciii) initiate, knowingly encourage, make, or in any way participate or engage in, any “"solicitation” " of “"proxies” " to vote (as such terms are used defined in Rule 14a-1 under the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to voteAct), solicit any consent or communicate with or seek to advise or influence any person (other than any Permitted Transferees) or entity with respect to the voting of, of any voting securities of the Company (including, for the avoidance of doubt, indirectly by means of communication with the press Common Stock or media), in each case, other than in become a manner in accordance with the recommendation of the Board; (d) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (e) nominate or recommend for nomination a person for election at any shareholder meeting of the Company at which directors of the Board are to be elected, other than pursuant to Section 2.02; (f) submit any shareholder proposal for consideration at, or bring any other business before, any shareholder meeting of the Company; (g) initiate, knowingly encourage, or actively participate or engage in, any “withhold” campaign with respect to any shareholder meeting of the Company; (h) form, join or "participant" in any way participate "election contest" (as such terms are defined or used in a “group” (within the meaning of Section 13(d)(3) of Rule 14a-11 under the Exchange Act) with respect to the Company; provided that nothing in this Section 3.1(a)(iii) shall apply to any voting securities deemed solicitation of proxies by the Holdings Directors that may result from such Holdings Directors' position or status as a director of the Company, other than with Company at the Permitted Transferees; (i) call, request the calling of, or otherwise seek or assist in the calling time of a special meeting any general solicitation of the Shareholders; (j) otherwise act, alone or in concert with others, to seek to control proxies by the management of the Company; (kiv) disclose form, participate in or join any intention, plan Person or arrangement prohibited byGroup with respect to any Common Stock or Subordinated Debentures, or inconsistent withotherwise act in concert with any Person for the purpose of (x) acquiring beneficial ownership of any Common Stock or Subordinated Debentures or (y) holding or disposing of Common Stock or Subordinated Debentures for any purpose prohibited by this Section 3.1(a); (v) except as specifically provided in Section 3.2 below, deposit any Common Stock or Subordinated Debentures into a voting trust or subject any Common Stock or Subordinated Debentures to any arrangement or agreement with respect to the foregoingvoting thereof; (vi) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal with respect to the Company as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other Person to initiate, propose or otherwise solicit any such shareholder proposal; (vii) except as specifically provided in Article II of this Agreement, seek election to or seek to place a representative on the Board of Directors, or seek the removal of any member of the Board of Directors (other than a Holdings Director); (viii) call or seek to have called any meeting of the shareholders of the Company for any purpose; (ix) take any other action to seek to Control the management or policies of the Company; (x) demand, request or propose to amend, waive or terminate the provisions of this Section 3.1(a); or (lxi) agree to do any of the foregoing, or advise, assist or knowingly assist, encourage or enter into persuade any negotiationsthird party to take any action with respect to any of the foregoing. (b) PHL and Holdings agree that they will notify the Company promptly if any inquiries or proposals are received by, agreements any information is exchanged with respect to, or arrangements any negotiations or discussions are initiated or continued by or with, PHL, Holdings or any of their Affiliates regarding any matter described in Section 3.1(a) above. PHL and the Company shall mutually agree upon an appropriate response to be made to any such proposals received by PHL, Holdings or any of their Affiliates. (c) Nothing contained in this Article III shall be deemed to restrict the manner in which the Holdings Directors may participate in deliberations or discussions of the Board of Directors or individual consultations with any other persons member of the Board of Directors, so long as such actions do not otherwise violate any provision of Section 3.1 (other than any Permitted Transfereesa) in connection with above. (d) Each of Holdings and PHL covenants and agrees that, during the foregoing (providedterm of this Agreement and so long as Holdings, that this paragraph (l) shall not restrict a Shareholder’s ability to Transfer its Common Stock in accordance with Section 3.01); provided that the foregoing limitations will PHL or their Affiliates Control (i) in no way limit the activities PXP and its subsidiaries (or any successor of PXP and its subsidiaries) or (ii) any Person appointed registered as an investment company under the Investment Company Act of 1940, as amended, which might otherwise be deemed to be an "affiliate" of Holdings or PHL within the Board pursuant meaning of Rule 12b-2 under the Exchange Act (a "Related Investment Company"), it will not, and will not permit any of its Affiliates to, cause or permit PXP and its subsidiaries (or any such successor of PXP and its subsidiaries) or such Related Investment Company, directly or indirectly, to (i) attempt to exercise Control or influence over the terms of the Merger Agreement or this Agreement taken in his or her capacity as a director business and affairs of the Company, (ii) not preclude the exercise of any rights received as a dividend or other distribution act in a rights offering or other issuance in respect of any Common Stock beneficially owned by concert with Holdings, PHL or their Affiliates to violate the provisions of this Agreement or (iii) not require Holdings or any of its Affiliates to vote its Common Stock with respect to any matter in any given manner or at all and not restrict Holdings or any of its Affiliates from publicly stating how it intends to vote on any particular matter and (iv) not limit Holdings or its Affiliates from participating in any auction process initiated by the Company or any of its Subsidiaries with respect to its assets in which the Company has invited in writing Holdings or any of its Affiliates to participate. Holdings further agrees that during the Standstill Period it will not (and will ensure that its controlled Affiliates and any person acting on behalf of or act in concert with it or any of its controlled Affiliates will not), directly or indirectly (x) make any request directly or indirectly, to amend or waive any provision of this Section 2.03 (including this sentence), or (y) take any action (except as expressly permitted herein) that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other extraordinary transaction described in this Section 2.03 with it or any of its controlled Affiliates. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 2.03 shall be inoperative and of no force or effect if (A) the Company enters into a definitive agreement providing for a Change of Control (solely Person for the purposes of violating the provisions of this sentence, whether Agreement or not such Change otherwise effecting a change of Control is with a Third Party Purchaser) of the Company. Each of Holdings and PHL also covenants and agrees that, during the term of this Agreement, it will not direct or (B) influence, or attempt to direct or influence, the Board fails to publicly recommend against any tender voting or exchange offer for disposition of shares of Common Stock commenced owned of record or beneficially by another Person within ten business days PXP and its subsidiaries (or any successor of commencement thereof pursuant to Rule 14d-2 of the Exchange ActPXP and its subsidiaries).