Common use of Standstill Clause in Contracts

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”), it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoing.

Standstill. Each 7.1 Subscriber agrees that until the earlier of (i) the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period beginning on the date hereof and ending on the fourth third (4th3rd) anniversary of the date hereof First Step Investment Closing and (ii) the occurrence of a Significant Event (as defined below) (the “Restricted Standstill Period”), without the prior written consent of the Issuer, it will not at any time, nor will it cause or he will not, and it or he will cause each permit any of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not affiliates to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: : (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person)seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in, in or in any way assist assist, knowingly facilitate or facilitate knowingly encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in in, (ix) any acquisition of any material assets securities (or businesses beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof) as a result of which Subscriber would beneficially own more than thirty-five percent (35%) of the Purchaser issued and outstanding shares of Class A common stock on a fully-diluted and as-converted basis, (y) any tender or exchange offer, merger or other business combination involving the Issuer or assets of the Issuer constituting a significant portion of the consolidated assets of the Issuer, or (z) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or consents to vote any voting securities of the Issuer or any of its affiliates; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Issuer or otherwise act in concert with any person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, the Board or policies of the Issuer or to obtain representation on the Board; (d) take any action which would or would reasonably be expected to require the Issuer to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; it being understood that nothing in this Section 7 shall (I) restrict or prohibit the any representative of Subscriber on the Board from taking any action, or refraining from taking any action in connection with his or her role as a member of the Board or (II) restrict Subscriber’s acquisition of the Shares in accordance with the terms of this Subscription Agreement. Further, nothing in this Section 7 shall prohibit Subscriber from making any proposal or offer with respect to the foregoing directly to the Board on a confidential basis; provided that such proposal or offer would not reasonably be expected to require any public disclosure regarding such proposal or offer. For purposes of this Section 7, a “Significant Event” shall mean (A) the entry by the Issuer into a definitive agreement providing for, directly or indirectly, (x) any acquisition or purchase by any person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than by Subscriber or any of its affiliates, of securities representing or convertible into fifty percent (50%) or more of the then outstanding voting securities of the Issuer or any of its subsidiaries, (iiy) any tender offer or exchange offer, merger, acquisition or other consolidation, business combination or similar transaction involving the Purchaser Issuer or any of its subsidiaries pursuant to which the stockholders of the Issuer immediately preceding such transaction will hold less than fifty percent (50%) of the outstanding voting securities of the surviving or resulting entity of such transaction; or (iiiz) any recapitalizationsale, restructuringlease, liquidationexchange, dissolution transfer, license or disposition of all or a majority of the consolidated assets of the Issuer and its subsidiaries (any of the transactions described in the foregoing clauses (x), (y) or (z), an “Acquisition Transaction”), (B) commencement or other extraordinary transaction with respect to public announcement by a person or “group” (within the Purchaser meaning of Section 13(d)(3) of the Exchange Act), other than Subscriber or any of its subsidiaries; affiliates, of a tender offer or exchange offer which, if consummated, would constitute an Acquisition Transaction and the Board either accepts or recommends such offer or fails to recommend within ten (f10) make any requestBusiness Days from the date of commencement or other public announcement of such offer that its stockholders reject such offer and (C) the closing price of the Class A common stock falls below $5.00 per share (as adjusted for stock splits, submit any proposal or disclose any intent to seek or obtain any waiverstock dividends, consent underreorganizations, or any amendment of, any provision of this Agreement other than through non-public communications with recapitalizations and the Purchaser that would not be reasonably determined to trigger public disclosure obligations like) for any Party or twenty (20) trading days within any Affiliate of any Party; thirty (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoing30)-trading day period.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ Recipient hereby agrees that, during the for a period beginning on of two years from the date hereof hereof, Recipient and ending on the fourth its Affiliates will not (4th) anniversary of the date hereof (the “Restricted Period”and neither Recipient nor its Affiliates will assist, or provide or arrange financing to or for, others in order to), it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, acting alone or in concert with others, unless specifically invited on an unsolicited basis in advance by purchase Protection One: (i) acquire or otherwiseagree, offer, seek or propose to acquire (or request permission to do so) ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any (i) interests in any of the Purchaser’s indebtedness assets (other than in the ordinary course of business) or businesses of Protection One, any securities issued by Protection One, or any option or other right to acquire such ownership (including from a third party) or any other economic interest (through derivative securities or otherwise) in Protection One; (ii) capital stock seek or propose to influence or control the management or the policies of Protection One or to obtain representation on the Purchaser; board of directors (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice committee thereof) of nomination Protection One, or other business for consideration at a meeting solicit or participate in the solicitation of the shareholders of the Purchaser; (c) advise, encourage any proxies or influence any person with respect to voting any shares of capital stock of the Purchaser consents with respect to any matter; securities of Protection One; (diii) seek or propose to control have called, or influence the governance or policies cause to be called, any meeting of the Purchaser; stockholders of Protection One; (eiv) effect or seek to effect (including, without limitation, by entering enter into any discussions, negotiations, agreements arrangements or understandings with any third person)party with respect to any of the foregoing; (v) advise, offer assist, encourage, act as a financing source for or propose (whether publicly or otherwise) to effect, or cause or participate in, or otherwise invest in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) connection with any acquisition of any material assets or businesses of the Purchaser foregoing activities; (vi) propose or seek to propose any of its subsidiariesbusiness combination, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser Protection One or any of its subsidiaries; ; (fvii) make any request, submit any proposal or disclose any intent to seek intention, plan or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action arrangement inconsistent with any of the foregoing; or (viii) seek to have Protection One amend or waive any provision of this Section 6. Recipient agrees to advise Protection One promptly of any inquiry or proposal made to it with respect to any of the foregoing, unless Recipient declines to discuss such inquiry or proposal with the party making it. Recipient further agrees that, during the period referred to in the first sentence of this Section 6, neither it nor any of its Affiliates will, without the written consent of Protection One, take any initiative or other action with respect to Protection One or any of the subsidiaries of Protection One that is reasonably likely to require Protection One to make a public announcement regarding (i) such initiative or other action, (ii) any of the activities, events or circumstances referred to in the preceding sentences of this Section 6, (iii) the possibility of a Transaction or any similar transaction between Protection One and any particular party or (iv) the possibility of Recipient or any other person acquiring control of Protection One, whether by means of a business combination or otherwise. Recipient represents to Protection One that neither it nor any of its Affiliates (other than individuals in their individual accounts and in de minimis amounts) owns (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) any securities of Protection One as of the date hereof.

Standstill. Each of the Seller, BCC and ▇▇. (a) ▇▇▇▇▇▇▇ hereby agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary that effective as of the date hereof Commencement Date and continuing until the earlier of (x) such time, if any, as ▇▇▇▇▇▇▇ beneficially owns less than 20% of the then issued and outstanding shares of New Common Stock for a period of 30 consecutive days and (y) the Termination Date, neither ▇▇▇▇▇▇▇ nor any of its Affiliates will, acting alone, as part of a “Restricted Period”)group” (within the meaning of Section 13(d)(3) of the Exchange Act) or otherwise in concert with any other Person, it or he will not, and it or he will cause each of such person’s Affiliates unless specifically requested in writing by the Board on an unsolicited basis: (i) after the Purchase Period (as defined below), acquire, or agree to acquire, offer to acquire, or seek or propose to acquire beneficial ownership of any New Common Stock or any rights or options to acquire any New Common Stock (including from a third Person); or (ii) initiate, propose, finance, negotiate, seek to effect, guarantee the financing of, assist any other Person in obtaining financing for, or knowingly cause (1) any proxy contest or other proposal to obtain board representation, (2) any stockholder proposal, whether made pursuant to Rule 12b-2 14a-8 or Rule 14a-4 under the Exchange Act or otherwise or (3) any Change of Control Transaction, except that ▇▇▇▇▇▇▇ may do any of the foregoing with respect to a proposed Change of Control Transaction if such proposed Change of Control Transaction is subject to the voting requirements set forth in Section 2(b); or (iii) except with respect to a proposed Change of Control Transaction expressly subject to the voting requirements set forth in Section 2(b), “solicit” (within the meaning of Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”14a-1(l) under the Exchange Act) any proxies to vote, or seek to influence any other Person with respect to the voting of any Voting Securities on any of the matters set forth in Section 3(a)(ii); or (iv) except with respect to a proposed Change of Control Transaction expressly subject to the voting requirements set forth in Section 2(b), includingtake any action that would require the Company under applicable law, without limitation, agents rule or other persons acting on its or his behalf not to, and will use commercially reasonable efforts stock exchange policy to cause its or his respective Associates (as defined make a public announcement regarding any of the matters set forth in Rule 12b-2) not to:Section 3(a)(ii); or (av) acquireexcept with respect to a proposed Change of Control Transaction expressly subject to the voting requirements set forth in Section 2(b), offer form, join or propose participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to acquire any Voting Securities; or (vi) nominate an individual or agree individuals for election to acquirethe Board at any meeting (or by written consent in lieu of a meeting) of stockholders of the Company, other than as expressly provided in this Agreement with respect to the ▇▇▇▇▇▇▇ Nominee, or effect or attempt to effect the removal of any members of the Board (other than the ▇▇▇▇▇▇▇ Nominee); provided, that compliance by ▇▇▇▇▇▇▇ with the provisions of Sections 1 or 2(b) shall not constitute a violation of this provision; or (vii) other than as expressly provided in this Agreement with respect to the ▇▇▇▇▇▇▇ Nominee, directly or indirectlyindirectly seek to elect, by purchase appoint or otherwiseotherwise place (or seek to have elected, beneficial ownership appointed or otherwise placed) a representative of ▇▇▇▇▇▇▇ on the Board, it being the express agreement of ▇▇▇▇▇▇▇ and the Company that ▇▇▇▇▇▇▇ shall be entitled to only one seat on the Board, subject to the conditions set forth in this Agreement, prior to the Termination Date; or (viii) seek to call, or to request the call of, a special meeting of the stockholders of the Company; or (ix) deposit any securities of the Company into a voting trust, or subject any securities of the Company to any agreement or arrangement with respect to the voting of such securities (iother than pursuant to Section 2 of this Agreement), or other agreement or arrangement having similar effect to which, in each case, a Person who is not an Affiliate of ▇▇▇▇▇▇▇ is a party; or (x) interests execute any written stockholder consent with respect to the Company, except in accordance with Section 2 of this Agreement; or (xi) except with respect to a proposed Change of Control Transaction expressly subject to the voting requirements set forth in Section 2(b), seek or request permission to do any of the Purchaser’s indebtedness foregoing, make, initiate, take or participate in any demand, request, action (iilegal or otherwise) capital stock or proposal to amend, waive or terminate any provision of this Agreement; or (xii) disclose any intention, plan or arrangement inconsistent with the Purchaser;foregoing. (b) induce Notwithstanding the foregoing provisions of this Section 3, the parties to this Agreement acknowledge and agree that: (i) on the Effective Date or encourage at any person time during the period from the Effective Date to submit any shareholder proposal the date that is 270 days after the Effective Date (the “Purchase Period”), ▇▇▇▇▇▇▇ may acquire beneficial ownership of additional shares of New Common Stock; provided, that in no event, before, during or after the Purchase Period, may ▇▇▇▇▇▇▇ acquire or beneficially own in excess of 45% of the shares of New Common Stock then issued and outstanding (inclusive of the shares of New Common Stock issued to ▇▇▇▇▇▇▇ by the Company on the Effective Date in exchange for all of the Class 3 and Class 4 claims of ▇▇▇▇▇▇▇ pursuant to Rule 14a-8 promulgated by the SEC under Plan); provided further, that ▇▇▇▇▇▇▇ may acquire beneficial ownership of additional shares of New Common Stock (including after the Exchange Act or otherwisePurchase Period) or any notice pursuant to ▇▇▇▇▇▇▇’▇ exercise of nomination or other business for consideration at a meeting of its preemptive rights set forth in Section 11, subject to the shareholders of the Purchaser45% beneficial ownership limitation set forth above in this Section 3(b)(i); (cii) advisethe provisions of Section 3(a) shall not restrict the actions of ▇▇▇▇▇▇▇ taken in respect of a Change of Control Transaction the terms of which require as a condition to consummation of such Change of Control Transaction compliance with the applicable voting restrictions set forth in Sections 2(b)(ii), encourage or influence (iii) and (iv) (and which condition is not waived); and (iii) the provisions of Section 3(a) will not limit in any person with respect ▇▇▇▇▇▇▇’▇ ability to voting any shares of capital stock of privately make proposals to the Purchaser Board with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (includingactions, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effectactivities, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoingmatters otherwise restricted by Section 3(a).

Standstill. Each You hereby represent and warrant that you and your affiliates do not beneficially own any shares of the Sellercommon stock of the Company. In consideration of the Evaluation Material being furnished or made available to you, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees you hereby agree that, during the for a period beginning on of one (1) year from the date hereof and ending on hereof, unless invited in advance by the fourth Company Board to do so (4th) anniversary of which invitation will be expressly set forth in writing from the date hereof (the “Restricted Period”Company Board), it or he you will not, and it or he you will cause each your Representatives (other than third party advisors taking action on behalf of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”an unrelated person without breach of any of the other terms of this Agreement) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its directly or his respective Associates indirectly, acting alone or as part of a group: (as defined in Rule 12b-2) not to: (ai) acquire, offer or propose to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, (a) any securities (whether equity, debt or otherwise) of the Company or any of its subsidiaries (or beneficial ownership thereof, as such term is used pursuant to Rule 13d-3 under the Exchange Act), (b) any right to vote or to direct the voting of any voting or equity securities of the Company or any of its subsidiaries, or (c) any direct or indirect rights to acquire any securities of the Company or any of its subsidiaries or any derivative securities with economic equivalents of ownership of any (i) interests in any of the Purchaser’s indebtedness or such securities; (ii) capital stock enter into or agree, offer, propose or seek to enter into, or otherwise be involved in or any portion of, directly or indirectly, any acquisition transaction or other business combination relating to all or any portion of the Purchaser; Company or any of its subsidiaries (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated whether by the SEC under the Exchange Act way of merger, consolidation, purchase, exchange, recapitalization, restructuring or otherwise) or any notice of nomination acquisition transaction for all or other business for consideration at a meeting part of the shareholders assets of the Purchaser; Company or any of its businesses or subsidiaries; (ciii) advisemake, encourage or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the rules of the United States Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any shares of capital stock voting securities of the Purchaser Company or any of its subsidiaries; (iv) 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 matter; securities of the Company or any of its subsidiaries; (dv) seek or propose, alone or in concert with others, to influence or control or influence the governance management or policies of the Purchaser; Company or any of its subsidiaries or to become, designate, replace or remove a member of the board of directors of the Company or any of its subsidiaries; (evi) effect directly or seek to effect (including, without limitation, by entering indirectly enter into any discussions, negotiations, agreements agreements, arrangements or understandings with any third person), offer other person with respect to any of the foregoing activities or propose any of such activities to any other person; (whether publicly vii) advise, assist, encourage, act as a financing source for or otherwise) to effect, or cause or participate in, or otherwise invest in any way assist or facilitate any other person in connection with any of the foregoing activities; (viii) disclose (other than, to effect the extent otherwise permitted hereby, to the Company or seek, offer or propose (whether publicly or otherwise) to effect or participate in (iits Representatives) any acquisition intention, plan or arrangement which if effected would violate this Paragraph 4.1; (ix) request that the Company, the Company Board or any of their Representatives, directly or indirectly, amend or waive any material assets or businesses provision of this Paragraph 4.1 (including this clause (ix)); (x) knowingly take any action that would reasonably be expected to require the Purchaser Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect Representatives to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-a public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in announcement regarding any of the foregoingactivities referred to in clauses (i) through (ix) of this Paragraph 4.1 (other than disclosures otherwise expressly permitted by this Agreement); or or (hxi) take or cause or induce others agree with any third party to take any action inconsistent with any of the foregoingforegoing actions. The provisions of this Paragraph 4.1 will terminate upon the earlier of: (a) the date that is two (2) years from the date hereof; and (b) the date on which (1) the Company sells or enters into a definitive agreement that would result in the sale of, (2) the Company Board approves any transaction that would result in any third party or “group” acquiring beneficial ownership of, or (3) the Company Board recommends in favor of any tender or exchange offer that would, if consummated, result in any third party or “group” acquiring, 50% or more of the outstanding voting securities of the Company or the assets of the Company representing 50% or more of the consolidated earning power of the Company and its subsidiaries.

Standstill. Each (i) For a period of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period five (5) years beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Standstill Period”), it or he will GE shall not, and it or he will shall cause each of such person’s its Representatives and Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advisemanner, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person)seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in or knowingly encourage, any acquisition of Company Common Stock (including in derivative form) or any tender or exchange offer, merger, consolidation, business combination or other similar transaction involving the Company or any of its Subsidiaries that would result in GE and its Affiliates beneficially owning more than 65% of the voting power of the outstanding shares of Company Common Stock; provided that GE shall be permitted to make a private proposal to the Non-GE Directors that would not reasonably be expected to require the Company or any of its Affiliates to make any public announcement or other disclosure. The foregoing shall not prohibit: (A) GE or any of its Representatives or Affiliates from acquiring Company Common Stock by way of stock splits, stock dividends, reclassifications, recapitalizations or other distributions by the Company to all holders of Company Common Stock on a pro rata basis; (B) acquisitions by GE or any of its Representatives or Affiliates of Company Common Stock (A) approved by the Conflicts Committee or (B) pursuant to the exercise of the preemptive rights set forth in Section 4.3; or (C) GE or any of its Affiliates from acquiring Company Common Stock pursuant to and in accordance with the terms of the Exchange Agreement and Section 3.03 or Section 3.05 of the Newco LLC Agreement. (ii) Without limiting Section 4.2(b)(i), during the Standstill Period GE shall not, and shall cause its Representatives and Affiliates not to, directly or participate inindirectly, or in any way assist or facilitate any other person to manner, (A) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any Company Common Stock in connection with the election of the Non-GE Directors or the removal of any Non-GE Director, (B) solicit, knowingly encourage or knowingly facilitate, directly or indirectly, any third party to engage in any such solicitation, (C) make any public statement (or statement to an Other Stockholder) in support of any such third-party solicitation or against any of the Company’s director nominees, (D) form, join or in any way participate in a “group” (iwithin the meaning of Section 13(d)(3) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (iiExchange Act) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to any Company Common Stock or (E) call, request the Purchaser calling of, or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to otherwise seek or obtain any waiverassist in the calling of a special meeting of the stockholders of the Company; provided that subclauses (D) and (E) shall only apply if taken in furtherance of the actions described in subclauses (A), consent under, or any amendment of, any provision (B) and (C) of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; subsection (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoingii).

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during During the period beginning on the date hereof of this Agreement and ending on the fourth fiftieth (4th50th) anniversary of the such date hereof (such period, the “Restricted Standstill Period”), it each Lakewood Party, without the prior written approval of Purchaser and of the board of trustees or he will directors of the applicable Covered Company contained in a resolution of such board, shall not, and it or he will shall cause each of such person’s their respective officers, directors, employees, Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf associates not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquiretake any of the following actions, directly or indirectly, by purchase either alone or otherwise, beneficial ownership of any in concert with one or more other Person(s): (a) (i) interests make, initiate, propose or in any way participate or engage in, any “solicitation” (as such term is used in the proxy rules promulgated under the Exchange Act) of the Purchaser’s indebtedness any proxy, consent or other authority to vote any Covered Securities, (ii) capital stock of make, initiate, propose or in any way encourage, cause or attempt to cause the Purchaser; (b) induce or encourage making by any person to submit Person of, any shareholder or stockholder nomination or other proposal (whether pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice other type of nomination shareholder or stockholder referendum (binding or non-binding) with respect to any Covered Company, (iii) make, initiate, propose or in any way encourage, cause or attempt to cause the making by any Person of a request for or related to a request for a meeting or an action by written consent of shareholders or stockholders of any Covered Company, (iv) encourage, advise, influence or seek to advise or influence any Person with respect to the voting or consenting of (or the withholding of authority of or abstention from voting or consenting) any Covered Security, including by publicly announcing or disclosing how any Lakewood Party or any other Person intends to vote or consent or cause to be voted or consented any Covered Security on any matter, (v) grant any proxy, consent or other business authority to vote with respect to any matters (other than to the named proxies included in a Covered Company’s proxy card) for consideration at any meeting or action by written consent of shareholders or stockholders of a meeting Covered Company or (vi) serve or agree to serve as a nominee of any holder of Covered Securities to stand for election as a trustee or director of any Covered Company; (b) form, join or in any way participate in a partnership, limited partnership, syndicate or other group, including without limitation a group as defined under Section 13(d) of the shareholders Exchange Act with respect to any Covered Security or otherwise support or participate in any effort by a third party with respect to the matters set forth in this Section 4.2, or deposit any Covered Security in a voting trust or subject any Covered Security to any voting agreement or other arrangement of the Purchasersimilar effect; (c) adviseown, encourage acquire, offer or influence any person with respect propose to voting any shares acquire, or agree to acquire (whether by purchase, tender or exchange offer, through the acquisition of capital stock control of another Person, by joining in a partnership, limited partnership, syndicate or other group, including without limitation a group as defined under Section 13(d) of the Purchaser Exchange Act, or otherwise) any Covered Security or Derivative Security or enter into any Contract for or with respect to any matterDerivative Security; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or effect, cause, seek to effect (includingor cause, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) ), participate in, make any public statement with respect to or in any way support or assist any other Person to effect, cause, seek to effect or cause cause, propose or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser any Covered Company or any of its subsidiaries Affiliates, (ii) form of business combination, acquisition or other similar transaction relating to a material amount of assets of any Covered Company or any Covered Company Securities, or (iii) any recapitalization, form of restructuring, liquidation, dissolution recapitalization or other extraordinary similar transaction with respect to the Purchaser any Covered Company or any of its subsidiariesAffiliates; (e) control, influence or seek to control or influence the management, board of directors or trustees (or analogous governing body), policies, governance or affairs of any Covered Company, including by seeking, proposing or supporting a request for a waiver of, or exemption or similar action under, any provision of any organizational documents of any Covered Company; (f) make institute, solicit, assist or join, as a party, any request, submit Proceeding against or involving any proposal or disclose any intent to seek or obtain any waiver, consent under, Covered Company or any amendment ofof its current or former directors, any provision trustees, officers or agents in their capacity as such (including derivative actions) other than to enforce the provisions of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any PartyAgreement; (g) enter into any arrangements, understandings or agreements (whether written or oral) Contract with, or advise, finance, assist or encourage, any other person for Person in connection with any of the purpose of engagingforegoing as to any Covered Company, or offering make any investment in or proposing enter into any Contract with, any other Person that engages, or offers or proposes to engage, in any of the foregoingforegoing as to any Covered Company; orprovided, however, that the Lakewood Parties may make an investment in a mutual fund or other collective investment entity, other than a Covered Company, which owns Covered Securities if their aggregate investment in such entity comprises less than five percent of the voting power of the equity of such entity and the Lakewood Parties do not influence or direct (or attempt to influence or direct) such entity’s ownership or voting of any Covered Securities; (h) take make any public statement or disclosures or otherwise take, or solicit, cause or induce encourage others to take take, any action inconsistent with any of the foregoing; (i) request or propose any amendment or waiver, or consider the amendment or waiver of, any provision set forth in this Section 4.2; or (j) either publicly or in any manner take any action that would be reasonably likely to lead to or require public disclosure of the types of matters set forth in this Section 4.2 by a Covered Company. ▇▇▇▇▇▇▇ shall not be in breach of this Section 4.2 as a result of a public company or future employer of which ▇▇▇▇▇▇▇ serves as a director, trustee, officer, member or employee taking any action described in clauses (a) through (j) so long as ▇▇▇▇▇▇▇ did not initiate, propose, encourage, or vote in favor of, such action.

Standstill. Each (i) For a period of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period five (5) years beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Standstill Period”), it or he will GE shall not, and it or he will shall cause each of such person’s its Representatives and Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advisemanner, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person)seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in or knowingly encourage, any acquisition of Company Common Stock (including in derivative form) or any tender or exchange offer, merger, consolidation, business combination or other similar transaction involving the Company or any of its Subsidiaries that would result in GE and its Affiliates beneficially owning more than 65% of the voting power of the outstanding shares of Company Common Stock; provided that GE shall be permitted to make a private proposal to the Non-GE Directors that would not reasonably be expected to require the Company or any of its Affiliates to make any public announcement or other disclosure. The foregoing shall not prohibit: (A) GE or any of its Representatives or Affiliates from acquiring Company Common Stock by way of stock splits, stock dividends, reclassifications, recapitalizations or other distributions by the Company to all holders of Company Common Stock on a pro rata basis; (B) acquisitions by GE or any of its Representatives or Affiliates of Company Common Stock (x) approved by the Conflicts Committee or (y) pursuant to the exercise of the preemptive rights set forth in Section 4.3; or (C) GE or any of its Affiliates from acquiring Company Common Stock pursuant to and in accordance with the terms of the Exchange Agreement and Section 3.03 or Section 3.05 of the Newco LLC Agreement. (ii) Without limiting Section 4.2(b)(i), during the Standstill Period GE shall not, and shall cause its Representatives and Affiliates not to, directly or participate inindirectly, or in any way assist or facilitate any other person to manner, (A) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any Company Common Stock in connection with the election of the Non-GE Directors or the removal of any Non-GE Director, (B) solicit, knowingly encourage or knowingly facilitate, directly or indirectly, any third party to engage in any such solicitation, (C) make any public statement (or statement to an Other Stockholder) in support of any such third-party solicitation or against any of the Company’s director nominees, (D) form, join or in any way participate in a “group” (iwithin the meaning of Section 13(d)(3) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (iiExchange Act) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to any Company Common Stock or (E) call, request the Purchaser calling of, or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to otherwise seek or obtain any waiverassist in the calling of a special meeting of the stockholders of the Company; provided that subclauses (D) and (E) shall only apply if taken in furtherance of the actions described in subclauses (A), consent under, or any amendment of, any provision (B) and (C) of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; subsection (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoingii).

Standstill. Each of You represent and warrant to the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees Company that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary as of the date hereof hereof, you do not beneficially own any securities of the Company or any securities or contract rights (other than broadly based index funds) the “Restricted Period”)terms or value of which are dependent on securities of the Company. For a period of two years from the date of this Agreement, it or he you will not, directly or indirectly, and it or he you will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated any person or entity controlled by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf you not to, and will use commercially reasonable efforts to cause its or his respective Associates without the prior written consent of the Board of Directors of the Company, (as defined i) in Rule 12b-2) not to: (a) any manner acquire, offer or propose agree to acquire or agree make any proposal to acquire, directly or indirectly, by purchase any securities or otherwise, beneficial ownership property of any (i) interests in the Company or any of its affiliates, or any securities or contract rights (other than broadly based index funds) the Purchaser’s indebtedness terms or value of which are dependent on securities of the Company, (ii) capital stock propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint venture or other similar transaction involving the Company or any of its affiliates, (iii) make, or in any way participate in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Purchaser; (bSecurities and Exchange Commission) induce to vote, or encourage any person seek to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage advise or influence any person with respect to the voting of any shares of capital stock voting securities of the Purchaser Company or any of its affiliates, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the 1934 Act) with respect to any matter; (d) seek to control or influence the governance or policies voting securities of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser Company or any of its subsidiariesaffiliates, (iiv) negotiate, have any tender offer discussions or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or, make any investment in FLIR Systems, Inc. March 17, 2010 any other person for the purpose of engagingthat engages, or offering offers or proposing proposes to engage, in any of the foregoing (it being understood that, without limiting the generality of the foregoing; or , you shall not be permitted to act as a joint bidder or co-bidder with any other person with respect to the Company), (hvi) take otherwise act, alone or cause in concert with others, to seek to control or induce others to take influence the management, Board of Directors or policies of the Company, (vii) disclose any action intention, plan or arrangement inconsistent with the foregoing or (viii) advise, assist or encourage any other persons in connection with any of the foregoing. Unless and until you have received the prior written invitation or approval of the Company to do so, you also agree during such period not to (x) request the Company (or Company Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence), (y) take any action which might require the Company or any of its affiliates to make a public announcement regarding this Agreement or the possibility of a merger, consolidation, business combination or other similar transaction, including, without limitation, a Transaction or (z) communicate with the Company’s shareholders regarding the subject matter of this Agreement.

Standstill. (a) Each member of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ Barington Group agrees that, during the period beginning on Standstill Period (as defined below), without the date hereof and ending on the fourth (4th) anniversary prior written consent of the date hereof (Board specifically expressed in a written resolution adopted by a majority vote of the “Restricted Period”)entire Board, neither it nor any of its Affiliates or he will notAssociates under its control or discretion will, and it or he will cause each of such person’s its Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) Associates under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf control not to, and will use commercially reasonable efforts to cause its directly or his respective Associates indirectly in any manner: (i) engage in any “solicitation” of “proxies” (as defined such terms are used in Rule 12b-2the rules of the SEC) not to: or consents to vote any securities of the Company with respect to the election of directors, or become a participant in any election contest with respect to the Company; (aii) acquireseek to influence any person with respect to the voting of any securities of the Company; provided, offer however, that any member of the Barington Group and any Affiliate or propose to acquire or agree to acquireAssociate of any such member may disclose, directly or indirectly, by purchase publicly or otherwise, beneficial ownership how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company (iother than the election of directors) interests and the reasons therefor; (iii) otherwise publicly act, alone or in concert with others, to seek to control or influence the management, Board or policies of the Company or initiate or take any action to obtain representation on the Board; or (iv) enter into any agreements with any third party with respect to any of the Purchaser’s indebtedness foregoing, except in each case, as expressly contemplated or (ii) capital stock permitted by this Agreement, it being understood and agreed that nothing contained herein shall be construed to limit the ability of any member of the Purchaser; (b) induce Barington Group and any Affiliate or encourage Associate of any person such member to submit any shareholder proposal (form a “group” pursuant to Rule 14a-8 13d-5 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourageacquire additional shares of Common Stock from, any other person for party. Notwithstanding the purpose foregoing, the provisions of engaging, or offering or proposing to engage, this Section 2.5 shall not limit in any respect the actions of any director of the foregoing; or (h) take Company in his or cause or induce others her capacity as such, recognizing that such actions are subject to take any action inconsistent with any of such director’s fiduciary duties to the foregoingCompany and its shareholders.

Standstill. Each Yucaipa agrees that during the term of this Agreement and for a period of 90 days from the later of (i) the date on which this Agreement is terminated or (ii) the date on which Ronald W. Burkle ceases to be the Chairman of the SellerBoard of Directors, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees thatneither it nor any of its affiliates, during alone or with others, will in any manner, without the period beginning on the date hereof and ending on the fourth (4th) anniversary prior approval of the date hereof (the “Restricted Period”)Company's Board of Directors, it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) enter into or agree to enter into, singly or with any other person, any form of business combination, acquisition, restructuring, recapitalization, liquidation or other similar transaction relating to the Company or any subsidiary of the Company, (b) hold, acquire, or offer or propose to acquire or agree to acquire, directly become the beneficial owner of or indirectlyobtain any rights in respect of, in each case by purchase or otherwise, beneficial ownership any securities entitled to vote generally in the election of directors of the Company, or any direct or indirect rights or options to acquire any such securities or any securities convertible or exercisable into or exchangeable for such securities ("Voting Securities") of the Company, in excess of 15% of the Company's outstanding Voting Securities (including for these purposes any shares of the Company Common Stock acquired pursuant to the Mergers or upon the exercise of any (i) interests in any of the Purchaser’s indebtedness currently exercisable option or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; warrant), (c) advisemake, encourage or in any way participate in, any solicitation of proxies with respect to any such Voting Securities (including by the execution of action by written consent), become a participant in any election contest with respect to the Company, seek to influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; such Voting Securities, (d) seek participate in or encourage the formation of any partnership, syndicate, voting trust or other group which owns or seeks or offers to acquire beneficial ownership of any such Voting Securities or which seeks control or influence the governance or policies of the Purchaser; Company or has the purpose of circumventing any provision of this Agreement, (e) effect otherwise act, alone or seek to effect in concert with others (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third personproviding financing for another Person), to seek or to offer to control or propose (whether publicly or otherwise) to effectinfluence, or cause or participate in, or in any way assist manner (except pursuant to its services under this Section 7 or facilitate any other person to effect through its representatives on the Board of Directors), the management, Board of Directors or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses policies of the Purchaser or any of its subsidiariesCompany, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any requestformal demand, submit any request or proposal to amend, waive or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, terminate any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; Section 7, (g) enter into make any arrangements, understandings proposal or agreements (whether written other communication or oral) with, or advise, finance, assist or encourage, take any other person for action that would compel the purpose Company to make a public announcement or disclosure thereof in respect of engaging, any matter referred to in this Section 7 or offering (h) publicly propose or announce or otherwise publicly disclose an intent to propose or that it is considering proposing to engage, in any of the foregoing; or (h) take or cause or induce others matters referred to take any action inconsistent in this Section 7. Yucaipa shall be released from its obligations hereunder in the event that the Company enters into an agreement which would result in a Change of Control with any person other than Yucaipa or its affiliates. As used herein the terms "beneficial ownership," "person" and "group" shall have the meanings ascribed to such terms pursuant to Regulation 13D-G adopted by the SEC under the Securities Exchange Act of 1934, as amended, and as in effect on the date hereof; provided, however, that for purposes of determining beneficial ownership under this Section 7 any Voting Securities issuable upon the exercise of any option or warrant shall only be included in such determination to the extent of the foregoingnumber of such Voting Securities which would be issuable under such option or warrant on a "net" or "cashless" basis at such time. In addition, Yucaipa agrees that it will exercise any such option or warrant on a "net" or "cashless" basis if and to the extent the exercise on any other basis would result in its aggregate beneficial ownership of Voting Securities exceeding 15% of the Company's outstanding Voting Securities.

Standstill. Each Without the prior written consent of the SellerCompany (approved by a majority of the Class A and Class C Directors voting together) or except as provided in this Agreement or in the Organizational Documents, BCC during the Standstill Period, no Investor may, and no Investor shall permit any of the Permitted Transferees of such Investor to, and JLL shall not permit ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary & ▇▇▇▇ Inc. or any of the date hereof (the “Restricted Period”), it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not Subsidiaries to: (a) acquire, offer or propose publicly announce an intention to acquire acquire, or agree to acquire, directly or indirectlyindirectly (including through one or more intermediaries), by purchase or otherwise, beneficial ownership of any (i) interests in any Voting Stock of the Purchaser’s indebtedness or (ii) capital stock Company resulting in an increase in such Investor's percentage beneficial ownership, at such time, of the PurchaserCompany's Voting Stock on a fully diluted basis; (b) induce make any public announcement or encourage any person proposal whatsoever with respect to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination a merger or other business for consideration at combination, sale or transfer of assets, recapitalization, dividend, share repurchase, liquidation or other extraordinary corporate transaction with the Company that would result in a meeting Change of Control of the shareholders of the PurchaserCompany; (c) solicit or encourage any third party to make any statement or proposal, or take any action to require the Company to make a public announcement regarding the possibility of any transaction referred to in Section 4.1(b), or advise, assist or encourage any other Persons in connection with the foregoing; (d) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" (as such terms are defined in Rule 14a-1 under the Exchange Act) to vote any Voting Stock, seek to advise, encourage or influence any person or entity with respect to the voting of any shares of capital stock of the Purchaser with respect Voting Stock, or initiate or propose any shareholder proposal or induce or attempt to induce any matter; (d) seek other Person to control or influence the governance or policies of the Purchaser;initiate any shareholder proposal; or (e) effect make or seek advance any request or proposal to effect (includingamend, without limitation, by entering into any discussions, negotiations, agreements modify or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, waive any provision of this Agreement Section 4.1 or propose any transaction referred to in Section 4.1(b), except in a manner that such Investor in good faith (after consultation with counsel) believes will not require public disclosure thereof (including through any press release or other than through non-public communications announcement or any filing with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party SEC, by such Investor or the Company under applicable law or the rules of the Nasdaq National Market or any Affiliate stock exchange). Notwithstanding anything in this Section 4.1 to the contrary, the provisions of any Party; this Section 4.1 shall not apply to the following Permitted Transferees of an Investor unless and until such Permitted Transferees acquire beneficial ownership of Covered Securities: (gi) enter into any arrangementswith respect to JLL and its Permitted Transferees, understandings or agreements the Persons referred to in clause (whether written or oraliii) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any Section 12 of the foregoing; or Series B Certificate of Designations or clause (ha)(iii) take or cause or induce others to take any action inconsistent with any of Section 5.3.11 of the foregoingRestated Certificate of Incorporation; and (ii) with respect to Rite Aid and its Permitted Transferees, the Persons referred to in clause (iii) of Section 12 of the Series A-2 Certificate of Designations or clause (b)(iii) of Section 5.3.11 of the Restated Certificate of Incorporation.

Standstill. Each Recipient hereby agrees that for a period of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period beginning on one (1) year from the date hereof hereof, Recipient and ending on the fourth its Affiliates will not (4th) anniversary of the date hereof (the “Restricted Period”and neither Recipient nor its Affiliates will assist, provide or arrange financing to or for others or encourage others to), it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, acting alone or in concert with others, unless specifically invited on an unsolicited basis in advance by purchase the board of directors of the Company: (i) acquire or otherwiseagree, offer, seek or propose to acquire (or request permission to do so), ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any (i) interests in any of the Purchaser’s indebtedness assets or businesses of the Company or any securities issued by the Company, or any option or other right to acquire such ownership (including from a third party), except for amounts of less than five (5%) percent of any class of outstanding securities for purposes of asset or treasury management, pension trusts, benefit plans and trusts, and similar purposes; (ii) capital stock seek or propose to influence or control the management or the policies of the Purchaser; Company other than as set forth in a definitive agreement between the Parties, if any, relating to a Transaction or to obtain representation on the board of directors (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting committee thereof) of the shareholders of Company, or solicit or participate in the Purchaser; (c) advisesolicitation of, encourage any proxies or influence any person with respect to voting any shares of capital stock of the Purchaser consents with respect to any matter; securities of the Company; (diii) seek or propose to control have called, or influence the governance or policies cause to be called, any meeting of stockholders of the Purchaser; Company; (eiv) effect or seek to effect (including, without limitation, by entering enter into any discussions, negotiations, agreements arrangements or understandings with any third person)party with respect to any of the foregoing; (v) advise, offer assist, encourage, act as a financing source for or propose (whether publicly or otherwise) to effect, or cause or participate in, or otherwise invest in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) connection with any acquisition of any material assets or businesses of the Purchaser foregoing activities; (vi) other than as set forth in a definitive agreement between the Parties, if any, relating to a Transaction propose or seek to propose any of its subsidiariesbusiness combination, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser Company or any of its subsidiaries; ; (fvii) make any request, submit any proposal or disclose any intent to seek intention, plan or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action arrangement inconsistent with any of the foregoing; or (viii) seek to have the Company amend or waive any provision of this Section. Recipient agrees to advise the Company promptly of any inquiry or proposal made to it with respect to any of the foregoing. Recipient further agrees that, during the period referred to by a Transaction principal in the first sentence of this Section, neither it nor any of its Affiliates will, without the written consent of the Company, take any action with respect to the Company or any of the subsidiaries of the Company with the intention of requiring or causing the Company to make a public announcement regarding (i) such initiative or other action, (ii) any of the activities, events or circumstances referred to in the preceding sentences of this Section, (iii) the possibility of a Transaction, any similar transaction or the pursuit of strategic alternatives or any strategic alternative by the Company or (iv) the possibility of Recipient or any other person acquiring control of the Company whether by means of a business combination or otherwise. The prohibitions set forth in clauses (i), (ii), (iii), (vi), (vii) and (viii) of the first sentence of this Section, and in the second sentence of this Section , shall no longer apply in the event (A) the Company enters into a definitive agreement with respect to any of the transactions referenced in clause (i) of the first sentence of this Section, (B) another person announces a tender offer to obtain ownership of the Company, or (C) the Company voluntarily files a petition in bankruptcy or is the subject of an involuntary petition in bankruptcy.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees You agree that, during the for a period beginning on of twelve (12) months from the date hereof and ending on of this Agreement, unless you receive the fourth (4th) anniversary prior authorized approval of the date hereof (the “Restricted Period”)an authorized Isilon officer or director, it or he you will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect indirectly (including, without limitation, by entering into any discussionsassisting or forming a group (a “l3D Group”) within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (as amended, negotiationsthe “Exchange Act”)): (a) acquire or offer to acquire, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer propose or propose (whether publicly or otherwise) agree to effect or participate in (i) any acquisition acquire, by means of any material assets or businesses of the Purchaser or any of its subsidiariesa repurchase, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or in any other manner, beneficial ownership of five percent (5%) or more of any securities or assets of Isilon (including any securities or assets of Isilon that you or any of its subsidiaries your controlled affiliates already, directly or indirectly, own) including, without limitation, rights or options to acquire such ownership; (iiib) seek or propose to influence, advise, change or control the management, Board of Directors, governance or certificate of incorporation or bylaws, including, without limitation, by means of a solicitation of proxies (as such terms are defined in Rule l4a-l of Regulation l4A promulgated pursuant to Section 14 of the Exchange Act, disregarding clause (iv) of Rule l4a-l(l)(2) and including any otherwise exempt solicitation pursuant to Rule l4a-2(b)) or participating in any election contest or seeking to influence, advise or direct the vote of any holder of securities of Isilon; (c) offer, seek or propose any merger, consolidation, business combination, recapitalization, restructuring, liquidation, dissolution restructuring or other extraordinary transaction with respect to the Purchaser Isilon or any of its subsidiariessubsidiaries or businesses; (d) make any request to amend or waive this provision or any other provision of this paragraph (9); (e) make any public disclosure, or take any action which would reasonably be expected to require Isilon to make any public disclosure, with respect to any of the matters set forth in this Agreement; or (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any discussions (excluding discussions with your Representatives), arrangements, understandings understanding or agreements (whether written or oral) with, or advise, finance, assist or encourage, agreement with any other person for the purpose of engaging, or offering or proposing third party with respect to engage, in any of the foregoing; or (h) take , including, without limitation, forming, joining or cause or induce others to take otherwise participating in any action inconsistent l3D Group in connection with any of the foregoing. Confidentiality Agreement August 29, 2010 Notwithstanding the foregoing, the restrictions set forth in this paragraph (9) including (a-f) (i) shall not restrict you from making at any time a non-public offer or proposal to the Board of Directors of Isilon to acquire either 100% of the equity and other voting securities of Isilon or a minority of the equity or other voting securities of Isilon in connection with the entry into a commercial relationship between you and Isilon, or (ii) shall not restrict you in any way from commencing a tender or exchange offer to acquire 100% of the equity and other voting securities of Isilon or pursuing any other course of action, whether or not enumerated in this paragraph (9), in connection with, and during the pendency of, such a tender offer or exchange offer in the event that: (x) at any time after the date hereof Isilon enters into a definitive agreement with a third party or group with respect to (1) a merger, consolidation, recapitalization, liquidation or other similar transaction that would result in (A) such third party or group beneficially owning more than fifty percent (50%) of the outstanding equity interests or voting securities of Isilon, or (B) the stockholders of Isilon immediately prior to the consummation of such transaction holding (as a group) less than a majority of the voting securities of the surviving or resulting entity in such transaction (or its ultimate parent) immediately after the consummation of such transaction, or (2) a sale of all or substantially all of its assets, or (y) at any time after the date hereof there shall be pending a third party tender or exchange offer by any third party to acquire a majority of the equity or voting securities of Isilon and the Board of Directors of Isilon shall have failed to recommend that the stockholders of Isilon reject such tender or exchange offer in the Schedule 14D-9 related thereto (or any amendment thereof).

Standstill. Each Unless approved in advance in writing by the Board, the Investor agrees that neither it nor any of its Representatives acting on behalf of or in concert with the Investor will, from and after the Investor Closing until none of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”), it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated Securities are owned by the Securities and Exchange Commission (the “SEC”) under the Exchange Act)Investor or its Affiliates, including, without limitation, agents directly or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not toindirectly: (a) acquire, offer make any public statement or propose proposal to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership the board of any (i) interests in directors of any of the Purchaser’s indebtedness or (ii) capital stock Company, any of the Purchaser; Company’s Representatives or any of the Company’s stockholders (bother than the Investor and its Affiliates) induce regarding, or encourage make any person to submit public announcement, proposal or offer (including any shareholder proposal (pursuant to Rule 14a-8 promulgated by “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the SEC under the Securities Exchange Act or otherwiseof 1934, as amended) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) to, or otherwise solicit, seek to control or influence the governance or policies of the Purchaser; (e) effect or seek offer to effect (including, without limitationfor the avoidance of doubt, indirectly by entering into any discussions, negotiations, agreements means of communication with the press or understandings with any third person), offer or propose (whether publicly or otherwisemedia) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets business combination, merger, tender offer, exchange offer or businesses of similar transaction involving the Purchaser Company or any of its subsidiaries, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company or any of its subsidiaries, (iii) any acquisition of any of the Company's loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of the Company's loans, debt securities, equity securities or assets, (iv) any proposal to seek representation on the Board (except as set forth in Article II hereof) or otherwise seek to control or influence the management, Board or policies of any of the Company, (v) any request or proposal to waive, terminate or amend the provisions of this Agreement or (vi) any proposal, arrangement or other statement that is inconsistent with the terms of this Agreement, including this Section 5.1(a); (b) instigate, encourage or assist any third party (including forming a "group" with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in clause (a) above; (c) take any action which would reasonably be expected to require the Company or any of its affiliates to make a public announcement regarding any of the actions set forth in clause (a) above; (d) except as provided in this Agreement, the SAR Agreement or the Note, acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any equity securities of the Company or any of its subsidiaries, or rights or options to acquire interests in any of the Company's equity securities, except that subject to applicable securities laws limitations (including Company imposed blackout periods), Investor may acquire up to an additional two million (2,000,000) shares of Capital Stock (subject to appropriate adjustments to reflect any Reorganization Event) at any time after the date of this Agreement (in addition to any shares of Common Stock issuable upon exercise of the SARs); or (e) engage in put, call, short sale, hedge, swap, straddle, collar or similar transactions with respect to any of the Securities (including any shares of Common Stock issuable upon exercise of the SARs), except with respect to any pledge or assignment of a security interest in the Securities to secure loans or other credit extended to the Investor by a Permitted Transferee. Notwithstanding the foregoing, (i) nothing in this Agreement shall restrict any Director from taking action in such capacity, and (ii) if (1) a Person “commences” (within the meaning of Rule BUS_RE/5483002.4 14d-2 under the Securities Exchange Act of 1934, as amended) a tender offer or exchange offer, merger, acquisition offer for at least 50% of the outstanding capital stock of the Company and the Board does not publicly recommend against such offer within ten business days of such commencement or other business combination involving (2) a Person enters into a definitive written agreement with the Purchaser Company or any of its subsidiaries contemplating the acquisition (by way of merger, tender offer, or (iiiotherwise) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to of at least 50% of the Purchaser outstanding capital stock of the Company or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engagethen, in any of such cases, the foregoing; or (h) take restrictions set forth in this Section 5.1 shall immediately terminate and cease to be of any further force or cause effect with respect to the Investor or induce others to take any action inconsistent with any of the foregoingits Representatives.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ Recipient hereby agrees that, during the for a period beginning on of two years from the date hereof hereof, Recipient and ending on the fourth its Affiliates will not (4th) anniversary of the date hereof (the “Restricted Period”and neither Recipient nor its Affiliates will assist, or provide or arrange financing to or for, others in order to), it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, acting alone or in concert with others, unless specifically invited on an unsolicited basis in advance by purchase Protection One: (i) acquire or otherwiseagree, offer, seek or propose to acquire (or request permission to do so) ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any (i) interests in any of the Purchaser’s indebtedness assets (other than in the ordinary course of business) or businesses of Protection One, any securities issued by Protection One, or any option or other right to acquire such ownership (including from a third party) or any other economic interest (through derivative securities or otherwise) in Protection One; (ii) capital stock seek or propose to influence or control the management or the policies of Protection One or to obtain representation on the Purchaser; board of directors (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice committee thereof) of nomination Protection One, or other business for consideration at a meeting solicit or participate in the solicitation of the shareholders of the Purchaser; (c) advise, encourage any proxies or influence any person with respect to voting any shares of capital stock of the Purchaser consents with respect to any matter; securities of Protection One; (diii) seek or propose to control have called, or influence the governance or policies cause to be called, any meeting of the Purchaser; stockholders of Protection One; (eiv) effect or seek to effect (including, without limitation, by entering enter into any discussions, negotiations, agreements arrangements or understandings with any third person)party with respect to any of the foregoing; (v) advise, offer assist, encourage, act as a financing source for or propose (whether publicly or otherwise) to effect, or cause or participate in, or otherwise invest in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) connection with any acquisition of any material assets or businesses of the Purchaser foregoing activities; (vi) propose or seek to propose any of its subsidiariesbusiness combination, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser Protection One or any of its subsidiaries; ; (fvii) make any request, submit any proposal or disclose any intent to seek intention, plan or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action arrangement inconsistent with any of the foregoing.; or (viii) seek to have Protection One amend or waive any provision of this Section 6. Recipient agrees to advise Protection One promptly of any inquiry or proposal made to it with respect to any of the foregoing, unless Recipient declines to discuss such inquiry or proposal with the party making it. Recipient further agrees that, during the period referred to in the first sentence of this Section 6, neither it nor any of its Affiliates will, without the written consent of Protection One, take any initiative or other action with respect to Protection One or any of the subsidiaries of Protection One that is reasonably likely to require Protection One to make a public announcement regarding (i) such initiative or other action,

Standstill. Each of the Seller, BCC Kellstrom and AVS agrees that it will not and will not permit its Sub▇▇. ▇▇▇▇▇▇▇ agrees thatto, during the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”), unless it or he will not, and it or he will cause each of such person’s Affiliates (as defined shall have been specifically invited in Rule 12b-2 (“Rule 12b-2”) promulgated writing by the Securities and Exchange Commission (the “SEC”) under the Exchange Act)other, includingin any manner, without limitation, agents whether publicly or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquireotherwise, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce way assist, finance, influence or encourage any other person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) adviseentity, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to , directly or indirectly to, initiate, make, effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly to initiate, make, effect, cause or otherwise) to effect seek, or participate in or take a position with respect to (i) any acquisition of any material securities or assets or businesses of the Purchaser other (other than in the case of assets, transactions in the Ordinary Course of Business) or any of its subsidiaries, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) thereof; (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or other; (iii) any sale of assets, recapitalization, (1) under the Exchange Act, restructuringor any action that would, liquidationbut for Rule 14a-2(b) under the Exchange Act, dissolution or other extraordinary transaction be deemed a "solicitation" of "proxies" with respect to any securities of the Purchaser other, or with respect to any issue that is the subject of such a proxy solicitation; (vi) any comment or proposal with respect to any nomination or election of directors or other matter or transaction involving the other or any grant of its subsidiaries; any proxy with respect to securities of the other to any person not designated by the other; (fvii) make any requestformation of a "group", submit any proposal within the meaning of Section 13(d)(3) or disclose any intent to seek Section 14(d)(2) of, or obtain any waiver, consent Rule 13d-5 under, or the Exchange Act, with respect to securities of the other; (viii) any amendment of, action which would at any provision of this Agreement time require the other than through non-to make a public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in announcement regarding any of the foregoing; or (hix) take any disclosure of any intention, plan or cause or induce others to take any action arrangement inconsistent with any of the foregoing; or (x) any discussions, arrangements, understandings, agreements or proposals with any person or entity with respect to any of the foregoing. Each of Kellstrom and AVS also agree not to and agree not to permit its Affil▇▇▇▇▇ ▇▇ request the other (or its directors, officers, employees or agents) directly or indirectly, to amend or waive any provision of this Section (including this sentence).

Standstill. Each (a) . Until the later of (i) the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period beginning on the date hereof and ending on the fourth second (4th2nd) anniversary of the date hereof and (ii) the date on which FP no longer has the right to designate a nominee for election pursuant to Section 1(a) (such later date, the “Restricted PeriodStandstill Termination Date”), it or he will FP Parent shall not, and it or he will shall cause each of such person’s its Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (ea) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person)seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in, in or in any way assist assist, facilitate or facilitate encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in in, (i) any acquisition of any material equity securities (or beneficial ownership thereof), or rights or options to acquire any equity securities (or beneficial ownership thereof), or any assets or businesses of the Purchaser Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition merger or other business combination involving the Purchaser Company or any of its subsidiaries or assets of the Company or its subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiaries, or (iii) any recapitalization“solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its Affiliates; (b) form, restructuring, liquidation, dissolution join or other extraordinary transaction in any way participate in a “group” (as defined under the Exchange Act) with respect to the Purchaser Company or otherwise act in concert with any person in respect of its subsidiaries; any such equity securities; (fc) make any requestotherwise act, submit any proposal alone or disclose any intent in concert with others, to seek representation on or to control or influence the management, Board or policies of the Company or to obtain representation on the Board, except as provided in this Agreement; (d) take any waiver, consent under, or any amendment of, any provision of this Agreement action (other than through non-public communications with the Purchaser that Company or the Board) which would not or would reasonably be reasonably determined expected to trigger force the Company to make a public disclosure obligations for announcement regarding any Party of the types of matters set forth in clause (a) above; or any Affiliate of any Party; (ge) enter into any arrangements, understandings discussions or agreements (whether written or oral) with, or advise, finance, assist or encourage, arrangements with any other person for the purpose of engaging, or offering or proposing third party with respect to engage, in any of the foregoing; or it being understood that nothing in this Section 5 shall (hw) take restrict or cause prohibit the FP Designee from taking any action, or induce others refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to take fulfill his or her fiduciary duties as a member of the Board, (x) restrict the ability of FP or its Affiliates to vote their shares of the Common Stock as FP and such Affiliates determine in their sole discretion, (y) restrict FP’s acquisition of the Common Stock on the date hereof or (z) limit or restrict in any action inconsistent with way, directly or indirectly, (1) the rights or remedies of FP or any of its Affiliates, in each case, in it its capacity as an administrative or collateral agent or a lender to the foregoingCompany, as applicable or (2) any actions that FP or any of its Affiliates may take in their capacity as a lender to the Company, including without limitation with respect to any restructuring, debt for equity conversion or any similar transaction.

Standstill. Each (i) For a period of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period five (5) years beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Standstill Period”), it or he will GE shall not, and it or he will shall cause each of such person’s its Representatives and Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advisemanner, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person)seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in or knowingly encourage, any acquisition of Company Common Stock (including in derivative form) or any tender or exchange offer, merger, consolidation, business combination or other similar transaction involving the Company or any of its Subsidiaries that would result in GE and its Affiliates beneficially owning more than 65% of the voting power of the outstanding shares of Company Common Stock; provided that GE shall be permitted to make a private proposal to the Non-GE Directors that would not reasonably be expected to require the Company or any of its Affiliates to make any public announcement or other disclosure. The foregoing shall not prohibit: (A) GE or any of its Representatives or Affiliates from acquiring Company Common Stock by way of stock splits, stock dividends, reclassifications, recapitalizations or other distributions by the Company to all holders of Company Common Stock on a pro rata basis; (B) acquisitions by GE or any of its Representatives or Affiliates of Company Common Stock (A) approved by the Conflicts Committee or (B) pursuant to the exercise of the preemptive rights set forth in Section ‎4.3; or (C) GE or any of its Affiliates from acquiring Company Common Stock pursuant to and in accordance with the terms of the Exchange Agreement and Section 3.03 or Section 3.05 of the Newco LLC Agreement. (ii) Without limiting Section 4.2(b)(i), during the Standstill Period GE shall not, and shall cause its Representatives and Affiliates not to, directly or participate inindirectly, or in any way assist or facilitate any other person to manner, (A) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any Company Common Stock in connection with the election of the Non-GE Directors or the removal of any Non-GE Director, (B) solicit, knowingly encourage or knowingly facilitate, directly or indirectly, any third party to engage in any such solicitation, (C) make any public statement (or statement to an Other Stockholder) in support of any such third-party solicitation or against any of the Company’s director nominees, (D) form, join or in any way participate in a “group” (iwithin the meaning of Section 13(d)(3) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (iiExchange Act) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to any Company Common Stock or (E) call, request the Purchaser calling of, or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to otherwise seek or obtain any waiverassist in the calling of a special meeting of the stockholders of the Company; provided that subclauses (D) and (E) shall only apply if taken in furtherance of the actions described in subclauses (A), consent under, or any amendment of, any provision (B) and (C) of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; subsection (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoingii).

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ The Seller hereby agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”), it or that he will shall not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (ai) acquire, offer or propose to acquire acquire, or agree to acquireacquire (except by way of stock dividends, directly stock splits, reverse stock splits or indirectlyother distributions or offerings made available to holders of any voting securities generally), whether by purchase, tender or exchange offer, through the acquisition of control of another person, by purchase joining a partnership, limited partnership, syndicate or other group (as defined under Section 13(d) of the Exchange Act) or otherwise, beneficial ownership any voting securities if, as a result of any (i) interests such acquisition, the Seller would beneficially own in any the aggregate more than 1.0% of the Purchaser’s indebtedness or then outstanding voting securities; (ii) capital stock of the Purchaser; (b) induce make, participate in or encourage any person “solicitation” (as such term is used in the proxy rules of the SEC) of proxies or consents with respect to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act election or otherwise) removal of directors or any notice of nomination other matter or other business for consideration at a meeting of the shareholders of the Purchaser; (c) proposal or seek to advise, encourage or influence any person with respect to the voting of any shares of capital stock of the Purchaser with respect to any mattervoting securities; (diii) initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the SEC) shareholders of Vitacost for the approval of any shareholder proposal or cause or encourage any person to initiate any such shareholder proposal; or seek to control call, or influence to request the governance call of, or policies call a special meeting of the Purchasershareholders of Vitacost; or make a request for a list of Vitacost’s shareholders or other Vitacost records; (eiv) effect seek election or appointment to, or representation on, or nominate or propose the nomination of any candidate to the board of directors; or seek to effect the removal of any member of Vitacost’s board of directors; (v) form or join in a partnership, limited partnership, syndicate or other group, including, without limitation, by entering into a group as defined under Section 13(d) of the Exchange Act, with respect to any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effectvoting securities, or cause deposit any voting securities into a voting trust or subject any voting securities to any voting agreement; (vi) act alone or in concert with others to control or seek to control, or influence or seek to influence, the management, the board of directors or the policies of Vitacost; (vii) with respect to Vitacost or the voting securities, (i) otherwise communicate with Vitacost’s shareholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act or (ii) participate in, or take any action pursuant to, any “shareholder access” proposal that may be adopted by the SEC, whether in any way assist accordance with proposed Rule 14a-11 or facilitate any other person to effect or otherwise; (viii) seek, offer propose, or propose (whether publicly make any statement with respect to any merger, consolidation, business combination, tender or otherwise) to effect exchange offer, sale or participate in (i) any acquisition purchase of any material assets assets, sale or businesses purchase of the Purchaser securities, dissolution, liquidation, restructuring, recapitalization or similar transactions of or involving Vitacost or any of its subsidiaries, affiliates or associates (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving as defined under Rule 12b-2 of the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiariesExchange Act); (fix) make have any request, submit any proposal discussions or disclose any intent to seek or obtain any waiver, consent undercommunications, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings understanding or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for in connection with any of the purpose of engagingforegoing, or offering make any investment in or proposing enter into any arrangement with any other person that engages, or offers or proposes to engage, in any of the foregoing; or (hx) take otherwise take, or solicit, cause or induce encourage others to take take, any action inconsistent with any of the foregoing.

Standstill. Each Without the prior written consent of the SellerCompany (approved by a majority of the Class A and Class C Directors voting together) or except as provided in this Agreement or in the Organizational Documents, BCC during the Standstill Period, no Investor may, and no Investor shall permit any of the Permitted Transferees of such Investor to, and JLL shall not permit Jose▇▇ ▇▇. ▇▇▇▇▇▇▇▇ agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary & ▇evy ▇▇▇. or any of the date hereof (the “Restricted Period”), it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not Subsidiaries to: (a) acquire, offer or propose publicly announce an intention to acquire acquire, or agree to acquire, directly or indirectlyindirectly (including through one or more intermediaries), by purchase or otherwise, beneficial ownership of any (i) interests in any Voting Stock of the Purchaser’s indebtedness or (ii) capital stock Company resulting in an increase in such Investor's percentage beneficial ownership, at such time, of the PurchaserCompany's Voting Stock on a fully diluted basis; (b) induce make any public announcement or encourage any person proposal whatsoever with respect to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination a merger or other business for consideration at combination, sale or transfer of assets, recapitalization, dividend, share repurchase, liquidation or other extraordinary corporate transaction with the Company that would result in a meeting Change of Control of the shareholders of the PurchaserCompany; (c) solicit or encourage any third party to make any statement or proposal, or take any action to require the Company to make a public announcement regarding the possibility of any transaction referred to in Section 4.1(b), or advise, assist or encourage any other Persons in connection with the foregoing; (d) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" (as such terms are defined in Rule 14a-1 under the Exchange Act) to vote any Voting Stock, seek to advise, encourage or influence any person or entity with respect to the voting of any shares of capital stock of the Purchaser with respect Voting Stock, or initiate or propose any shareholder proposal or induce or attempt to induce any matter; (d) seek other Person to control or influence the governance or policies of the Purchaser;initiate any shareholder proposal; or (e) effect make or seek advance any request or proposal to effect (includingamend, without limitation, by entering into any discussions, negotiations, agreements modify or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, waive any provision of this Agreement Section 4.1 or propose any transaction referred to in Section 4.1(b), except in a manner that such Investor in good faith (after consultation with counsel) believes will not require public disclosure thereof (including through any press release or other than through non-public communications announcement or any filing with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party SEC, by such Investor or the Company under applicable law or the rules of the Nasdaq National Market or any Affiliate stock exchange). Notwithstanding anything in this Section 4.1 to the contrary, the provisions of any Party; this Section 4.1 shall not apply to the following Permitted Transferees of an Investor unless and until such Permitted Transferees acquire beneficial ownership of Covered Securities: (gi) enter into any arrangementswith respect to JLL and its Permitted Transferees, understandings or agreements the Persons referred to in clause (whether written or oraliii) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any Section 12 of the foregoing; or Series B Certificate of Designations or clause (ha)(iii) take or cause or induce others to take any action inconsistent with any of Section 5.3.11 of the foregoingRestated Certificate of Incorporation; and (ii) with respect to Rite Aid and its Permitted Transferees, the Persons referred to in clause (iii) of Section 12 of the Series A-2 Certificate of Designations or clause (b)(iii) of Section 5.3.11 of the Restated Certificate of Incorporation.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ Executive agrees that, during from the period beginning date of this Agreement until December 31, 2024, Executive and his Affiliates shall not, in any manner, directly or indirectly, take any of the following actions: (a) acquire, agree or seek to acquire or make any proposal or offer to acquire, or announce any intention to acquire, any securities, including any debt securities (“Securities”) of the Company, or beneficial ownership thereof, or any Securities convertible or exchangeable into or exercisable for any Securities of the Company, or beneficial ownership thereof (other than (i) Securities issued pursuant to a stock split, stock dividend or similar corporate action initiated by the Company with respect to any Securities beneficially owned by Executive on the date hereof of this Agreement; (ii) open market purchases made solely for investment purposes and ending on pursuant to applicable securities laws and regulations (including those pertaining to the fourth (4th) anniversary use of material non-public information), provided that such purchases do not cause the Executive and his Affiliates to beneficially own more than 4.9% of the Company’s issued and outstanding common stock; or (iii) Securities issued by the Company to Executive in consideration of any stock options or RSUs awarded to Executive prior to the date hereof (the “Restricted Period”hereof), it (b) make, or he will not, and it or he will cause each in any way participate in any “solicitation” of such person’s Affiliates “proxies” (as defined such terms are used in Rule 12b-2 (“Rule 12b-2”) promulgated by the proxy rules of the Securities and Exchange Commission but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)) to vote in favor of any proposal for which such solicitation is being made (other than any proposal supported by the “SEC”) under the Exchange ActBoard), includingor seek to advise any person with respect to the voting of, without limitationany voting securities of the Company for any purpose, agents (c) form, join, advise or other persons acting on its in any way participate in a “group” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934) with respect to any voting securities of Company or his behalf not tootherwise in any manner agree, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquireattempt, offer seek or propose to acquire deposit any voting securities of the Company or agree any securities convertible or exchangeable into or exercisable for any such securities in any voting trust or similar arrangement, (d) otherwise act, alone or in concert with others, to acquireseek to control, advise or change the management, board of directors, governing instruments, policies or affairs of the Company, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) advise, assist or facilitate the taking of any actions by any other person in connection with any of the foregoing. For this purposes of this Paragraph 10, “Affiliates” shall mean, with respect to Executive, any person that, directly or indirectly, through one or more intermediaries, is in control of, is controlled by, or is under common control of the Executive, where “control” shall mean the power, directly or indirectly, either to vote ten percent (10%) or more of the voting securities of such person or direct or cause the direction of the management and policies of such person, whether by purchase contract or otherwise. For the avoidance of doubt, beneficial ownership of nothing in this Paragraph 10 shall require the Executive to sell any (i) interests in any securities of the Purchaser’s indebtedness Company held or (ii) capital stock beneficially owned by the Executive as of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoingSeparation Date.

Standstill. Each of the SellerPurchaser agrees, BCC severally and ▇▇. ▇▇▇▇▇▇▇ agrees thatnot jointly, during the period beginning on that from the date hereof and ending on the fourth (4th) anniversary of until one year following the date hereof (the “Restricted Period”)hereof, it or he will not, and it will also ensure that no member of its Purchaser Group nor any Person acting on behalf of or he in concert with such Purchaser nor any member of its Purchaser Group, will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), includingdirectly or indirectly, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates the prior written consent of PBFX: (as defined in Rule 12b-2) not to: (ai) acquire, offer or propose to acquire or agree to acquire, directly propose, seek or indirectlyoffer to acquire, by purchase or otherwisefacilitate the acquisition or ownership of, beneficial ownership any securities of any (i) interests in any of the Purchaser’s indebtedness PBFX Parties, or any warrant, option or other direct or indirect right to acquire any such securities that (taken together with all Common Units and other voting securities held by such Purchaser Group) exceeds 4.9% of the then outstanding Common Units; (ii) capital stock enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving any of the Purchaser; PBFX Parties; (biii) induce initiate, encourage, make, or encourage in any person way participate or engage in, any “solicitation” of “proxies” as such terms are used in the proxy rules of the Commission to submit vote, or seek to advise or influence any shareholder proposal Person with respect to the voting of, any voting securities of any of the PBFX Parties; (iv) file with the Commission a proxy statement or any supplement thereof or any other soliciting material in respect of any of the PBFX Parties or any of their equityholders that would be required to be filed with the Commission pursuant to Rule 14a-8 promulgated by the SEC under 14a-12 or other provisions of the Exchange Act Act; (v) nominate or otherwiserecommend for nomination a Person for election at any meeting at which directors of the General Partner’s board of directors are to be elected; (vi) submit any proposal for consideration at, or bring any notice of nomination or other business for consideration at a before, any equityholder meeting of the shareholders any of the Purchaser; PBFX Parties; (cvii) adviseform, encourage join or influence in any person with respect to voting any shares way participate in a “group” (within the meaning of capital stock Section 13(d)(3) of the Purchaser Exchange Act) with respect to any matter; voting securities of any of the PBFX Parties; (dix) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the equityholders of the PBFX Parties; (x) otherwise act, alone or in concert with others, to seek to control or influence the governance management or the policies of any of the Purchaser; PBFX Parties; (exi) effect disclose any intention, plan or seek to effect arrangement prohibited by, or inconsistent with, the foregoing; or (includingxii) advise, without limitation, by entering assist or encourage or enter into any discussions, negotiations, agreements or understandings arrangements with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or other Persons in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction connection with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoing.

Standstill. Each At no time during the Standstill Period (as hereinafter defined) shall any Shareholder (except with the approval or consent of the SellerBoard as evidenced by a resolution duly adopted by the Board), BCC and ▇▇. ▇▇▇▇▇▇▇ agrees thatin any manner, during the period beginning on the date hereof and ending on the fourth (4th) anniversary directly or indirectly, do, or cause or permit any Person controlled by such Shareholder to do, any of the date hereof following: (i) acquire, or offer or agree to acquire, by purchase or otherwise, any beneficial interest in Voting Shares, or any securities convertible into or exercisable or exchangeable for, or any other right to acquire, any Voting Shares; provided, however, that the “Restricted Period”)acquisition of (A) Common Stock pursuant to an employment agreement, it if any, (B) Voting Shares issued by NAC by way of stock dividends or he will notother distributions made on a pro rata basis with respect to all outstanding Voting Shares and (C) shares of Common Stock offered to such Shareholder, or shares of Common Stock issuable upon the exercise, exchange or conversion of any securities that are exercisable or exchangeable for, or convertible into shares of Common Stock and it that have been offered to such Shareholder, pursuant to a general rights offering by NAC made on a pro rata basis to all of its shareholders, shall not be violative of the foregoing; (ii) solicit proxies or he will cause each of such person’s Affiliates consents or become a "participant" in a "solicitation" (as such terms are defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) Regulation 14A under the Exchange Act)) of proxies or consents with respect to any Voting Shares with regard to any matter; (iii) seek to advise, includingencourage or influence any Person with respect to the voting of any securities of NAC, without limitationor induce, agents attempt to induce or in any manner assist any other Person in initiating any stockholder proposal or tender or exchange offer for securities of NAC or any change of control of NAC, or for the purpose of convening a stockholders' meeting of NAC; provided, however, that (A) any Shareholder may tender in any such tender or exchange offer and (B) no presentation before or other persons acting on its or his behalf not tocommunication with the Board, and will use commercially reasonable efforts no discussion between or among any members of the Shareholder Group or any Family Member or Members of any member of the Shareholder Group or any Principal of any Shareholder, shall be deemed to cause its constitute a violation of the foregoing restriction or his respective Associates (as defined in Rule 12b-2) not to:prohibition; (aiv) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership any class of equity securities of any entity that is publicly disclosed (iby filing with the SEC or otherwise), or is otherwise known, to be the beneficial owner of more than 5% of the outstanding Capital Stock or any class or series thereof if, upon consummation of such acquisition, the Shareholder Group would (in the aggregate) interests own more than 5% of any class of equity securities of such entity; (v) make any public announcement regarding any possibility, intention, plan or arrangement relating to a tender or exchange offer for securities of NAC or a business combination (or other similar transaction that would result in a change of control), sale of assets, liquidation or other extraordinary corporate transaction between such Shareholder and NAC, or take any action that could reasonably be expected to require NAC to make a public announcement regarding any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaserforegoing; (bvi) induce deposit any Voting Securities in a voting trust or encourage subject any person Voting Securities to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act arrangement or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person agreement with respect to the voting any shares of capital stock securities of the Purchaser with respect to any matter;NAC, other than as provided in this Agreement; or (dvii) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (includingform, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, join or in any way assist participate in a partnership, limited partnership, syndicate or facilitate other group (or otherwise act in concert with any other person to effect or seekPerson, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses except as a member of the Purchaser or any of its subsidiariesShareholder Group), (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging(A) acquiring, holding or voting of securities of NAC (other than pursuant to, or offering as contemplated by, this Agreement), or proposing (B) taking any other actions restricted or prohibited under clauses (i) through (vi) of this Section 6(a), or announce an intention to engagedo, in or enter into any arrangement or understanding with others to do, any of the foregoing; or actions restricted or prohibited under clauses (hi) take or cause or induce others to take any action inconsistent with any through (vi) of the foregoingthis Section 6(a).

Standstill. Each Unless approved in advance in writing by the Board, the Investor agrees that neither it nor any of its Representatives acting on behalf of or in concert with the Investor will, from and after the Investor Closing until none of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”), it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated Securities are owned by the Securities and Exchange Commission (the “SEC”) under the Exchange Act)Investor or its Affiliates, including, without limitation, agents directly or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not toindirectly: (a) acquire, offer make any public statement or propose proposal to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership the board of any (i) interests in directors of any of the Purchaser’s indebtedness or (ii) capital stock Company, any of the Purchaser; Company’s Representatives or any of the Company’s stockholders (bother than the Investor and its Affiliates) induce regarding, or encourage make any person to submit public announcement, proposal or offer (including any shareholder proposal (pursuant to Rule 14a-8 promulgated by “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the SEC under the Securities Exchange Act or otherwiseof 1934, as amended) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) to, or otherwise solicit, seek to control or influence the governance or policies of the Purchaser; (e) effect or seek offer to effect (including, without limitationfor the avoidance of doubt, indirectly by entering into any discussions, negotiations, agreements means of communication with the press or understandings with any third person), offer or propose (whether publicly or otherwisemedia) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets business combination, merger, tender offer, exchange offer or businesses of similar transaction involving the Purchaser Company or any of its subsidiaries, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company or any of its subsidiaries, (iii) any acquisition of any of the Company's loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of the Company's loans, debt securities, equity securities or assets, (iv) any proposal to seek representation on the Board (except as set forth in Article II hereof) or otherwise seek to control or influence the management, Board or policies of any of the Company, (v) any request or proposal to waive, terminate or amend the provisions of this Agreement or (vi) any proposal, arrangement or other statement that is inconsistent with the terms of this Agreement, including this Section 5.1(a); (b) instigate, encourage or assist any third party (including forming a "group" with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in clause (a) above; (c) take any action which would reasonably be expected to require the Company or any of its affiliates to make a public announcement regarding any of the actions set forth in clause (a) above; (d) except as provided in this Agreement, the SAR Agreement or the Note, acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any equity securities of the Company or any of its subsidiaries, or rights or options to acquire interests in any of the Company's equity securities, except that subject to applicable securities laws limitations (including Company imposed blackout periods), Investor may acquire up to an additional two million (2,000,000) shares of Capital Stock (subject to appropriate adjustments to reflect any Reorganization Event) at any time after the date of this Agreement (in addition to any shares of Common Stock issuable upon exercise of the SARs); or (e) engage in put, call, short sale, hedge, swap, straddle, collar or similar transactions with respect to any of the Securities (including any shares of Common Stock issuable upon exercise of the SARs), except with respect to any pledge or assignment of a security interest in the Securities to secure loans or other credit extended to the Investor by a Lender. Notwithstanding the foregoing, (i) nothing in this Agreement shall restrict any Director from taking action in such capacity, and (ii) if (1) a Person “commences” (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended) a tender offer or exchange offer, merger, acquisition offer for at least 50% of the outstanding capital stock of the Company and the Board does not publicly recommend against such offer within ten business days of such commencement or other business combination involving (2) a Person enters into a definitive written agreement with the Purchaser Company or any of its subsidiaries contemplating the acquisition (by way of merger, tender offer, or (iiiotherwise) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to of at least 50% of the Purchaser outstanding capital stock of the Company or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engagethen, in any of such cases, the foregoing; or (h) take restrictions set forth in this Section 5.1 shall immediately terminate and cease to be of any further force or cause effect with respect to the Investor or induce others to take any action inconsistent with any of the foregoingits Representatives.

Standstill. (a) Each of the Seller, BCC Company and ▇▇. ▇▇▇▇▇▇▇ each Principal FDN Stockholder agrees that, during the for a period beginning on of six months following the date hereof of this Agreement, without the prior written consent of Parent, it shall not (and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”shall not assist or encourage any other Person to), it or he will not, and it or he will shall cause each of such person’s its Controlled Affiliates not to (as defined in Rule 12b-2 and cause each of its Controlled Affiliates not to assist or encourage any other Person to): (“Rule 12b-2”i) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act)acquire or agree, includingoffer, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer seek or propose to acquire acquire, or agree cause to acquirebe acquired, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering beneficial ownership as defined in Rule 13d-3 of the Exchange Act) of any voting securities or direct or indirect rights or options to acquire any voting securities of Parent or any subsidiary thereof, or of any successor to or person in control of Parent, any of the assets or businesses of Parent or any subsidiary or division thereof or of any such successor or controlling person or any bank debt, claims or other obligations of Parent or any rights or options to acquire (other than those currently owned) such ownership (including from a third party); (ii) seek or propose to influence or control the management or policies of Parent or to obtain representation on the Board of Directors of Parent, or solicit, or participate in the solicitation of, any proxies or consents with respect to any securities of Parent, or make any public announcement with respect to any of the foregoing or request permission to do any of the foregoing; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving Parent or its securities or assets; (iv) enter into any discussions, negotiations, agreements arrangements or understandings with any third personparty with respect to any of the foregoing, or otherwise form, join or participate in any way in a “group” (as defined in Section 13(d)(3) of the Exchange Act) in connection with any of the foregoing; (v) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any public announcement with respect to the foregoing; or (vi) request Parent, Merger Co. or any other party hereto, directly or indirectly, to amend or waive any provision of this Section 4. (b) Each of Parent and each WCAS Stockholder agrees that, for a period of six months following the date of this Agreement, without the prior written consent of the Company, it shall not (and shall not assist or encourage any other Person to), offer and shall cause each of its Controlled Affiliates not to (and cause each of its Controlled Affiliates not to assist or encourage any other Person to): (i) acquire or agree, offer, seek or propose (whether publicly or otherwise) to effectacquire, or cause to be acquired, directly or participate inindirectly, by purchase or otherwise, ownership (including, without limitation, beneficial ownership as defined in Rule 13d-3 of the Exchange Act) of any voting securities or direct or indirect rights or options to acquire any voting securities of the Company or any subsidiary thereof, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material successor to or person in control of the Company, any of the assets or businesses of the Purchaser Company or any subsidiary or division thereof or of its subsidiariesany such successor or controlling person or any bank debt, claims or other obligations of the Company or any rights or options to acquire (other than those currently owned) such ownership (including from a third party); (ii) seek or propose to influence or control the management or policies of the Company or to obtain representation on the Board of Directors of the Company, or solicit, or participate in the solicitation of, any tender offer proxies or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction consents with respect to any securities of the Purchaser Company, or make any public announcement with respect to any of its subsidiaries; (f) make any request, submit any proposal the foregoing or disclose any intent request permission to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in do any of the foregoing; or (hiii) take make any public announcement with respect to, or cause submit a proposal for, or induce others offer of (with or without conditions) any extraordinary transaction involving the Company or its securities or assets; (iv) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to take any action inconsistent of the foregoing, or otherwise form, join or participate in any way in a “group” (as defined in Section 13(d)(3) of the Exchange Act) in connection with any of the foregoing; (v) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any public announcement with respect to the foregoing; or (vi) request the Company or any other party hereto, directly or indirectly, to amend or waive any provision of this Section 4.

Standstill. Each For a period of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period beginning on eighteen (18) months from the date hereof and ending on the fourth of your signing of this Agreement, neither you nor your affiliates who receive Confidential Information will (4th) anniversary of the date hereof (the “Restricted Period”or will assist, encourage or participate in efforts by others to), it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, without having been specifically requested to do so in writing by purchase the Company’s board of directors: (i) propose any business combination, acquisition or other extraordinary transaction involving the Company, its successors, its or their securities or any substantial part of its or their assets, or acquire or agree to acquire any securities of the Company or any of its successors; (ii) seek or propose to influence or control, through a proxy solicitation or otherwise, beneficial ownership the board of directors, management or policies of the Company or any of its successors (provided that this clause shall not prohibit you from voting, as you determine in your sole discretion, common stock of the Company owned by you); (iii) make any public disclosure, or take any action, including requesting a waiver or modification of any (i) interests in provision of this paragraph, that would reasonably be expected to require the Company or any of its successors to make any public disclosure, with regard to any of the Purchaser’s indebtedness foregoing actions; or (iiiv) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) adviseinstigate, encourage or influence assist any person third party (including forming a “group” with respect an such third party) to voting do, or enter into any shares of capital stock of the Purchaser discussions or agreements with any third party with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or actions set forth in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in clauses (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or – (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect above. You represent and warrant to the Purchaser or any Company that, as of its subsidiaries; the date hereof, you beneficially own (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision beneficial ownership being defined for purposes of this Agreement other than through non-public communications with as under section 13(d) of the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate Securities Exchange Act of any Party; (g1934, as amended) enter into any arrangements, understandings or agreements (whether written or oral) with445,100 shares of common stock of the Company. Notwithstanding the foregoing: If the Company publicly announces, or adviseotherwise advises you, financethat it is abandoning the process of effecting a Transaction involving the Company with all other persons or groups, assist or encouragethen, any other person for the purpose of engagingsubject to compliance with applicable law and Section 5 hereof, or offering or proposing you may thereafter acquire up to engage, in any 10% of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any issued and outstanding securities of the foregoingCompany in open market transactions and/or block transactions.

Standstill. Each of During the SellerRestricted Period, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”), it or he ▇▇▇ will not, and it or he will cause the other Restricted Persons not to, in any way, directly or indirectly (in each of such person’s Affiliates case, except as expressly permitted by this Agreement): (a) with respect to Company or the Voting Securities, (i) make, participate in or encourage any “solicitation” (as defined such term is used in Rule 12b-2 (“Rule 12b-2”) promulgated by the proxy rules of the Securities and Exchange Commission (the “SEC”), including any solicitations of the type contemplated by Rule 14a-2(b) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), including, without limitation, agents ) of proxies or consents with respect to the election or removal of directors or any other persons acting on its matter or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or proposal; (ii) capital stock become a “participant” (as such term is used in the proxy rules of the Purchaser; SEC) in any such solicitation of proxies or consents; (biii) induce or encourage any person seek to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person Person, or assist any Person in so encouraging, advising or influencing any Person, with respect to voting the giving or withholding of any shares of capital stock proxy, consent or other authority to vote or act (other than such encouragement, advice or influence that is consistent with the Board’s recommendation in connection with such matter, if applicable); or (iv) initiate, encourage or participate, directly or indirectly, in any “vote no,” “withhold” or similar campaign; (b) initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the Purchaser SEC, including any solicitations of the type contemplated by Rule 14a-2(b) promulgated under the Exchange Act) Company’s stockholders for the approval of any shareholder proposal, whether made pursuant to Rule 14a-4 or Rule 14a-8 promulgated under the Exchange Act, or otherwise, or cause or encourage any Person to initiate or submit any such shareholder proposal; (c) with respect to Company or the Voting Securities, (i) communicate with Company’s stockholders or others pursuant to Rule 14a-1(l)(2)(iv) promulgated under the Exchange Act; (ii) participate in, or take any matteraction pursuant to, or encourage any Person to take any action pursuant to, any type of “proxy access”; or (iii) conduct any nonbinding referendum or hold a “stockholder forum”; (d) seek (i) seek, alone or in concert with others, election or appointment to, or representation on, the Board; (ii) nominate or propose the nomination of, or recommend the nomination of, or encourage any Person to control nominate or influence propose the governance nomination of or policies recommend the nomination of, any candidate to the Board; or (iii) seek, alone or in concert with others, or encourage any Person to seek, the removal of any member of the PurchaserBoard; (ei) effect call or seek to effect call a special meeting of stockholders, or encourage any Person to call a special meeting of stockholders; (includingii) act or seek to act by written consent of stockholders; or (iii) make a request for any stockholder list or other records of Company; (f) other than solely with other Restricted Persons with respect to Voting Securities now or subsequently owned by them, without limitation(i) form, by entering into any discussions, negotiations, agreements join (whether or understandings with any third personnot in writing), offer or propose (whether publicly or otherwise) to effectencourage, or cause or participate ininfluence, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect advise or participate in a partnership, limited partnership, syndicate or other group, including a “group” as defined pursuant to Section 13(d) of the Exchange Act, with respect to any Voting Securities; (ii) deposit any Voting Securities into a voting trust, arrangement or agreement; or (iii) subject any Voting Securities to any voting trust, arrangement or agreement (other than granting proxies in solicitations approved by the Board); (g) (i) make any acquisition of any material assets offer or businesses of the Purchaser proposal (with or any of its subsidiaries, (iiwithout conditions) with respect to any tender offer or offer, exchange offer, merger, acquisition or other amalgamation, consolidation, acquisition, business combination involving the Purchaser or any of its subsidiaries or (iii) any combination, recapitalization, consolidation, restructuring, liquidation, dissolution or similar extraordinary transaction involving Company, any of its subsidiaries or any of their respective securities or assets (each, an “Extraordinary Transaction”) and any Restricted Person; (ii) knowingly solicit any Person not a party to this Agreement (a “Third Party”) to, on an unsolicited basis, make an offer or proposal (with or without conditions) with respect to any Extraordinary Transaction, or encourage, initiate or support any Third Party in making such an offer or proposal; (iii) participate in any way in, either alone or in concert with others, any Extraordinary Transaction; or (iv) prior to such proposal becoming public, publicly comment on any proposal regarding any Extraordinary Transaction by a Third Party (it being understood that this clause (g) will not restrict any Restricted Person from tendering shares, receiving payment for shares or otherwise participating in any such Extraordinary Transaction on the same basis as other extraordinary stockholders of Company); (h) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving Company, its Affiliates or any of their respective current or former directors or officers (including derivative actions), except that the foregoing will not prevent any Restricted Person from (i) bringing litigation to enforce the provisions of this Agreement instituted in accordance with this Agreement; (ii) making counterclaims with respect to any proceeding initiated by, or on behalf of, Company or its Affiliates against a Restricted Person; (iii) bringing bona fide commercial disputes that do not in any manner relate to the subject matter of this Agreement; (iv) exercising statutory appraisal rights; or (v) responding to or complying with a validly issued legal process; (i) take any action in support of, or make any proposal or request that constitutes: (i) controlling, changing or influencing the Board or management of Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; (ii) controlling, changing or influencing the capitalization, stock repurchase programs and practices, capital allocation programs and practices, or dividend policy of Company; (iii) controlling, changing or influencing Company’s management, business or corporate structure; (iv) seeking to have Company waive or make amendments or modifications to its certificate of incorporation or bylaws; (v) causing a class of securities of Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (vi) causing a class of securities of Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (j) sell, offer or agree to sell to any Third Party, through swap or hedging transactions, derivative agreements or otherwise, any voting rights decoupled from the underlying Voting Securities; (k) engage in any short sale or similar transaction with respect to the Purchaser any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its subsidiariesvalue from a decline in the market price or value of the securities of Company (it being understood that the restrictions in this clause (k) will not apply to the sale of put options or other option-related contracts); (fl) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser Company that would not reasonably be reasonably determined expected to trigger public disclosure obligations for any Party Party, make or disclose any Affiliate statement regarding any intent, purpose, plan or proposal with respect to the Board, Company or its management, policies, affairs or assets, or the Voting Securities or this Agreement, that is inconsistent with the provisions of this Agreement, including any intent, purpose, plan or proposal that is conditioned on, or that would require, the waiver, amendment, nullification or invalidation of any Partyprovision of this Agreement, or take any action that could require Company to make any public disclosure relating to any such intent, purpose, plan, proposal or condition; (gm) make or cause to be made any statement that disparages, calls into disrepute, slanders, impugns, casts in a negative light or otherwise damages the reputation of Company or any of its Affiliates, Associates, subsidiaries, successors or assigns, or any of its or their respective current or former officers, directors, employees, stockholders, agents, attorneys, advisors or representatives, or any of its or their respective businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of the other or its businesses, products or services (including any statements regarding Company’s strategy, operations, performance, products or services), it being understood that this clause (m) will not restrict the ability of any Restricted Person to (i) comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over such Restricted Person; or (ii) enforce such Restricted Person’s rights pursuant to this Agreement; (n) compensate or enter into any arrangementsagreement, understandings arrangement or understanding, whether written or oral, to compensate any person for his or her service as a director of Company with any cash, securities (including any rights or options convertible into or exercisable for or exchangeable into securities or any profit sharing agreement or arrangement) or other form of compensation directly or indirectly related to Company or its securities; (o) other than with other Restricted Persons, enter into any negotiations, agreements (whether written or oral) ), arrangements or understandings with, or advise, finance, assist or encourage, any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this Agreement; (p) acquire, offer, agree or propose to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person, by joining a partnership, limited partnership, syndicate or other person group (including a “group” as defined pursuant to Section 13(d) of the Exchange Act), through swap or hedging transactions, or otherwise, or direct any Third Party in the acquisition of, any securities of Company or any rights decoupled from the underlying securities of Company that would result in the ▇▇▇▇ ▇▇▇ Group in the aggregate owning, controlling or otherwise having any beneficial or other ownership interest of more than 9.9 percent of the then-outstanding Voting Securities (including, for the purpose of engagingthis calculation, or offering or proposing to engage, in any all Voting Securities that such member of the foregoing▇▇▇▇ ▇▇▇ Group has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional and including economic ownership pursuant to a cash settled call option or other derivative security, contract or instrument primarily related to the price of Voting Securities); or (hq) take or cause or induce others to take any action inconsistent with any other than through open market broker sale transactions where the identity of the foregoingpurchaser is not known and in underwritten widely dispersed public offerings, sell, offer or agree to sell, through swap or hedging transactions or otherwise, the securities of Company to any Third Party that, to the knowledge of any member of the ▇▇▇▇ ▇▇▇ Group (after due inquiry in connection with a private, non-open market transaction, it being understood that such knowledge will be deemed to exist with respect to any publicly available information, including information in documents filed with the SEC), would result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial or other ownership interest of more than 4.9 percent of the then-outstanding Voting Securities or that would increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates and Associates, has a beneficial or other ownership interest of more than 4.9 percent of the then-outstanding Voting Securities (it being understood that the restrictions in this clause (q) will not apply to any Third Party that is a Schedule 13G filer and is a mutual fund, pension fund, index fund or investment fund manager with no known history of activism or known plans to engage in activism).

Standstill. Each (a) Except for purchases of shares permitted by Section 3 and 8 of this Agreement and its exercise of rights pursuant to Section 6, the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ Investor agrees that, that during the period beginning on Standstill Period, the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”), it or he Investor will not, and it or he the Investor will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not permit any Affiliate to, and the Investor will use commercially reasonable efforts not act in concert with or permit any Affiliate to cause its or his respective Associates (as defined act in Rule 12b-2) not concert with any Person to: (ai) acquire, offer or propose to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership any securities or direct or indirect rights to acquire any securities of the Company or any Subsidiary thereof, or of any (i) interests successor to or person in any control of the Purchaser’s indebtedness Company, or any assets of the Company or any division thereof or of any such successor or controlling person; provided, however, that the -------- ------- foregoing restrictions shall not apply to any acquisition or proposed acquisition of securities by way of stock dividends, stock reclassifications or other similar distributions on a pro rata basis to holders of securities generally; and provided further -------- ------- that no Person shall be deemed to have violated the foregoing restrictions by virtue of (and only to the extent of) any increase in the number of shares of Common Stock beneficially owned by such Person if such increase is the result of such Person being acquired by or merged with a Person (who is not an Affiliate of the Investor) (an "Acquiring Person") who beneficially owns any shares of Common Stock at ---------------- the time of such acquisition or merger if the Acquiring Person or the resulting or surviving entity of such merger or acquisition agrees in writing to be bound by the terms and conditions of this Agreement applicable to the Investor; (ii) capital stock seek or propose to influence or control the management or policies of the Purchaser; Company, make or in any way participate, directly or indirectly, in any "solicitation" of "proxies" (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by as such terms are used in the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting rules of the shareholders of the Purchaser; (cSEC) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matterVoting Stock, or seek to advise or influence any Person with respect to the voting of any Voting Stock (other than as expressly provided in Section 6 of this Agreement) or deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated in this Agreement, subject any Voting Stock to any arrangement or agreement with any Person with respect to the voting of such Voting Stock; (diii) seek to control make any public announcement with respect to, or influence submit a proposal for or offer of (with or without conditions), any merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the governance Company or policies any Subsidiary thereof or any of the Purchasertheir securities or assets; (eiv) effect or seek to effect (including, without limitation, by entering enter into any discussions, negotiations, agreements arrangements or understandings with any third person), offer or propose (whether publicly or otherwise) party with respect to effectany of the foregoing, or cause otherwise form, join or in any way engage in discussions relating to the formation of, or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engagea 13D Group, in connection with any of the foregoing; or (hv) take request the Company or cause any of its representatives, directly or induce others indirectly, to take amend or waive any action inconsistent provision of this Section 8 (including this sentence); provided, however, that: (w) none of the foregoing shall prevent, restrict, -------- ------- encumber or in any way limit the exercise of the fiduciary rights and obligations of the Investor Director as a director or his ability to vote on matters, influence management or the other directors or otherwise to act in his capacity as a director; (x) none of the foregoing shall prevent any Person (i) from selling or voting its Common Stock in compliance with Section 6 or Section 9 of this Agreement, (ii) from exercising the Warrant (as defined in the Purchase Agreement), (iii) from purchasing shares of Common Stock in accordance with Section 8(b) or (c) hereof, or (iv) from soliciting, offering, seeking to effect and negotiating with any Person with respect to transfers of shares of Common Stock otherwise permitted by Section 9; or (y) in the event that the Company has delivered a Change of Control Notice to the Investor, the Investor shall be permitted to confidentially propose to the Board of Directors of the foregoingCompany a proposal or offer by the Investor regarding a Change of Control Transaction, provided that such proposal or offer would not reasonably be required to be publicly disclosed by the Investor or any Affiliate thereof (on a Schedule 13D or otherwise), the Company or otherwise. (i) Notwithstanding anything to the contrary in Section 8(a), until the occurrence of a Termination Event, the Investor shall have the right to purchase shares of Common Stock in the open market in accordance with this Section 8(b) if the Investor's percentage ownership interest of the outstanding shares of Common Stock is reduced as a result of (x) any issuance of shares of Common Stock in exchange for the 5% convertible notes due April 1, 2007 (the "Notes") of the Company ("Exchange Dilution") or (y) any issuance of shares of ----- ----------------- Common Stock upon the exercise or conversion of any other securities of the Company issued in exchange for the Notes ("Conversion Dilution"). ------------------- (ii) In the event of Exchange Dilution, the Investor shall have the right for 30 days (the "Exchange Purchase Period") following the ------------------------ issuance of Common Stock in connection with the Exchange Dilution to purchase shares of Common Stock in the open market to increase the number of shares of Common Stock owned by the Investor and the Holder Affiliates up to the number equal to the product determined by multiplying the percentage ownership interest of the Investor and the Holder Affiliates of the outstanding Common Stock of the Company immediately prior to the event that gave rise to the Exchange Dilution by the number of shares of Common Stock of the Company outstanding immediately after the event that gave rise to the Exchange Dilution. (iii) In the event of Conversion Dilution, within 20 days after the end of each quarter, commencing on June 30, 2002, the Company shall provide the Investor with a written notice (with reasonable detail) of the number of shares of Common Stock issued in connection with Conversion Dilution and the Investor shall have the right for 30 days (the "Conversion Purchase Period") -------------------------- after receipt of such notice to purchase shares of Common Stock in the open market to increase the number of shares of Common Stock owned by the Investor and the Holder Affiliates up to the number equal to the product determined by multiplying the percentage ownership interest of the Investor and the Holder Affiliates of the outstanding Common Stock of the Company immediately prior to the event that gave rise to the Conversion Dilution by the number of shares of Common Stock of the Company outstanding immediately after the event that gave rise to the Conversion Dilution. (c) Notwithstanding anything to the contrary in Section 8(a), until the occurrence of a Termination Event, the Investor shall have the right to purchase shares of Common Stock in the open market in accordance with this Section 8(c) if the number of shares of Common Stock issuable to the Investor upon any exercise of the pre-emptive rights granted pursuant to Section 3 of this Agreement shall be limited by operation of Section 3(v) of this Agreement (a "Pre-Emptive Right Limit"). In the event of the occurrence of a Pre-Emptive ----------------------- Right Limit, the Investor shall have the right for 30 days (the "Pre-Emptive ----------- Right Purchase Period") following the completion of the transaction that --------------------- resulted in such Pre-Emptive Right Limit to purchase in the open market the number of shares of Common Stock that the Investor was not otherwise permitted to purchase as a result of the application of Section 3(v). (d) In the event that an Exchange Purchase Period, a Conversion Purchase Period or a Pre-Emptive Right Purchase Period occurs during a black out period as defined by the Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, the Exchange Purchase Period, the Conversion Purchase Period or the Pre-Emptive Right Purchase Period shall be extended such that in no event shall the Investor have less than 30 days to make open market purchases pursuant to Section 8(b) or 8(c). (e) The rights granted pursuant to Section 8(b) and 8(c) may not be assigned by the Investor and shall terminate and be null and void and of no further force and effect upon the occurrence of a Termination Event.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ Shareholder agrees that, during for a period of two years from the period beginning on the date hereof and ending on the fourth Effective Time, unless such shall have been specifically invited in writing by MAPICS, neither Shareholder nor any of its directors, officers or employees (4th) anniversary of the date hereof (the collectively, “Restricted PeriodRepresentatives”), it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquireany manner, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (ea) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person)seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, in or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in in, (i) any acquisition of any material securities (or beneficial ownership thereof) or assets or businesses of the Purchaser MAPICS or any of its subsidiariesSubsidiaries; provided that Shareholder may acquire shares of MAPICS equal to or less than five percent (5%) of the number of shares issued to Shareholder in the Merger, (ii) any tender offer or exchange offer, merger, acquisition merger or other business combination involving the Purchaser MAPICS or any of its subsidiaries or Subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser MAPICS or any of its subsidiaries; Subsidiaries, or (fiv) make any request“solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of MAPICS, submit (b) form, join or in any proposal way participate in a “group” (as defined under the ▇▇▇▇ ▇▇▇) other than any “group” that may be deemed to be formed by this Agreement or disclose any intent by the Investor Rights Agreement, (c) otherwise act, alone or in concert with others, to seek to control or obtain influence the management, board of directors or policies of MAPICS, (d) take any waiver, consent underaction which might force the Company to make a public announcement regarding any of the types of matters set forth in (a) above, or (e) enter into any amendment ofdiscussions or arrangements with any third party with respect to any of the foregoing. Shareholder also agrees during such period not to request MAPICS (or its directors, officers, employees, advisors or agents), directly or indirectly, to amend or waive any provision of this Agreement other than through paragraph (including this sentence). Shareholder acknowledges that Shareholder is aware (and that its Representatives who are apprised of this matter have been advised) that the United States securities laws prohibit Shareholder, its Representatives, and any person who has received material non-public communications with the Purchaser that would not be reasonably determined information about MAPICS from purchasing or selling securities of MAPICS or from communicating such information to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance on such information. Solely for the purpose purposes of engagingthis Section 2.6, the term “Shareholder” shall mean ▇▇▇▇▇▇▇▇ ▇. ▇▇▇, Fallen Angel Equity Fund, L.P., Fallen Angel Capital, L.L.C., MSDW Venture Partners IV, Inc., MSDW Venture Partners IV, L.L.C., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Venture Partners IV, L.P., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Venture Investors IV, L.P., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Venture Offshore Investors IV, L.P., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Equity Funding, Inc., Originators Investment Plan, L.P., or offering or proposing to engageMSDW OIP Investors, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoingInc., as applicable.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ Investor Party agrees that, during the period beginning on until the date hereof and ending on that is the fourth three (4th3) year anniversary of the date hereof (the “Restricted Period”)Closing Date, it or he will shall not, and it or he will shall cause each of such personits Affiliates and Associates not to directly or indirectly, in any manner, alone or in concert with others, take any of the following actions without the prior consent of the Company (acting through a resolution of a majority of the Company’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), directors not including, without limitationin respect of any consent to actions taken or proposed to be taken by any Investor Party or its Affiliates, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to:any Investor Director): (a) acquire, offer or propose seek to acquire, agree to acquire or agree make a proposal to acquire, whether by private or open market purchase, a block trade, a tender or exchange offer, Beneficial Ownership of, or any economic interest in, any right to direct the voting or disposition of, or any other right with respect to any debt or equity securities or direct or indirect rights to acquire any debt or equity securities of the Company, any securities convertible into or exchangeable for any such debt or equity securities, any options, puts, calls, swaps or other derivative or convertible instruments, hedging contracts or other derivative securities or contracts or instruments in any way related to the price of the Common Shares (solely to the extent that, after giving effect to such acquisition, such Investor Party, its Affiliates and Associates would Beneficially Own, in the aggregate, greater than 1% of the then outstanding Common Shares (excluding any shares of Series A Preferred Shares or Common Shares issued or issuable in connection with the conversion of the Series A Preferred Shares)) or 5% of any tranche of any debt securities; (b) (i) make or in any way encourage or participate, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any “solicitation” of “proxies” or consents (whether or not relating to the election or removal of directors), as such terms are used in the rules of the Purchaser’s indebtedness SEC (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)), to vote, or (ii) capital stock of the Purchaser; (b) induce or encourage any person knowingly seek to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person Person with respect to voting of, any shares of capital stock voting securities of the Purchaser Company or any of its Subsidiaries or any securities convertible or exchangeable into or exercisable for any such securities, (ii) request, call or seek to call (or, for the avoidance of doubt, publicly support another Person’s request or call for) a meeting of the Company’s shareholders or action by written consent (or the setting of a record date therefor), (iii) initiate or be the proponent of any shareholder proposal for action by the Company’s shareholders, (iv) seek, alone or in concert with others, election to or to place a representative on the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, (v) seek, alone or in concert with others (including through any “withhold” or similar campaign), the removal of any director from the Board, or (vi) become a “participant” in any contested “solicitation” (as such terms are defined or used under the Exchange Act) for the election of directors with respect to any matterthe Company; (dc) seek to control make any public announcement with respect to, or influence the governance offer, seek, propose or policies indicate an interest in (in each case with or without conditions), either alone or in concert with others, any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization or purchase of a material portion of the Purchaser; (e) effect assets, properties or seek to effect (includingsecurities of the Company or any Subsidiary of the Company, without limitationor any other extraordinary transaction involving the Company or any Subsidiary of the Company or any of their respective securities, by entering or enter into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, with any other person for the purpose of engaging, or offering or proposing to engage, in Person regarding any of the foregoing; or; (hd) take otherwise act, alone or cause in concert with others, to seek to control or induce others influence, in any manner, the management, board of directors, business or policies, of the Company or any of its Subsidiaries, including, without limitation, (i) controlling or changing the Board or management of the Company, including any plans or proposals to take declassify the Board or to change the number or term of directors or to fill any action vacancies on the Board, (ii) any material change in the capitalization, capital allocation policy or dividend policy of the Company, or (iii) seeking to have the Company waive or make amendments or modifications to the Company Charter Documents, or other actions that may impede or facilitate the acquisition of control of the Company by any person; (e) make any proposal or statement of inquiry or disclose any intention, plan or arrangement inconsistent with any of the foregoing; (f) advise, assist, knowingly encourage or direct any Person to do, or to advise, assist, knowingly encourage or direct any other Person to do, any of the foregoing; (g) take any action that would require the Company to make a public announcement regarding the possibility of a transaction or any of the events described in this Section 5.04; (h) enter into any agreements, arrangements or understandings with any Third Party (including, without limitation, security holders of the Company, but excluding, for the avoidance of doubt, any Investor Party) with respect to any of the foregoing, including forming, joining or in any way participating in a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any Third Party in connection with any of the foregoing; (i) request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this Section 5.04; provided that this clause shall not prohibit any Investor Party from making a confidential request to the Company seeking an amendment or waiver of the provisions of this Section 5.04, which the Company may accept or reject in its sole discretion, so long as any such request is made in a manner that does not require public disclosure thereof by any Person; (j) make any public disclosure, announcement or statement with an intent to specifically disparage current or former Board members (in their capacity as such) or the Company’s management (in their capacity as such) or strategy, operations, financial results or any transactions involving the Company or any of its Subsidiaries, except for such statements made with the Company’s prior written consent, or that are supportive of the Company’s management and Board or that are otherwise consistent with the provisions of this Agreement; provided, however, that the foregoing provisions shall not be violated by (A) any general statement about market, industry or economic circumstances, conditions or trends, (B) any statement required to be made by applicable Law, (C) any statement protected by the whistleblower-protection provisions of any applicable Law, (D) any statement that is made in response to legal process or in the context of any Action by or before any Governmental Authority or arbitrator (including any such Action to enforce the terms of the this Agreement or other such Action in connection with the transactions contemplated hereby), or (E) any statement that is reasonably necessary in connection with the enforcement of rights under this Agreement, or any other written agreement involving the Company and such Investor Party; (k) contest the validity of this Section 5.04 or make, initiate, take or participate in any demand, Action (legal or otherwise) or proposal to amend, waive or terminate any provision of this Section 5.04; provided, however, that nothing in this Section 5.04 will (1) limit any Investor Party’s ability to vote, Transfer (subject to this Agreement, including Section 5.05), convert shares of Series A Preferred Shares into Common Shares (subject to the Certificate of Designations), privately make and submit to the Board any proposal that is intended by such Investor Party to be made and submitted on a non-publicly disclosed or announced basis, so long as, in each case, such submission is not intended to, and would not reasonably be expected to, require public disclosure by any Person), participate in rights offerings made by the Company to all holders of its Common Shares, receive any dividends or similar distributions with respect to any securities of the Company held by such Investor Party, tender Common Shares or Series A Preferred Shares into any tender or exchange offer (subject to Section 5.05), effect an adjustment to the Conversion Rate pursuant to the Certificate of Designations or otherwise exercise rights under its Common Shares or Series A Preferred Shares that are not the subject of this Section 5.04, and (2) limit the ability of the Investor Director to vote or otherwise exercise his or her legal duties or otherwise act in his or her capacity as a member of the Board.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ GAMCO agrees that, during the period beginning on from the date hereof and ending on of this Agreement until the fourth (4th) anniversary completion of the date hereof 2020 Annual Meeting of Shareholders of the Company (the “Restricted Standstill Period”), neither it nor any of its Affiliates or he will notAssociates shall, and it or he will shall cause each of such person’s its Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf Associates not to, and will use commercially reasonable efforts to cause its directly or his respective Associates (as defined indirectly, in Rule 12b-2) not toany manner: (a) acquiremake, offer engage in or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any way participate in any solicitation of proxies or consents or become a “participant” in a “solicitation” as such terms are defined in Regulation 14A under the Exchange Act of proxies or consents (including any solicitation of consents that seeks to call a special meeting of shareholders or take action by written consent in lieu of a meeting, regardless of whether or not permitted to do so under the Company’s organizational documents or applicable law), in each case, with respect to securities of the Purchaser’s indebtedness or (ii) capital stock of the PurchaserCompany; (b) induce seek or encourage any person to submit nominations in furtherance of a “contested solicitation” for the election of directors with respect to the Company or seek, encourage or take any shareholder proposal other action with respect to the election or removal of any directors (pursuant including pursuing or encouraging any “withhold” or similar campaign), or otherwise seek to Rule 14a-8 promulgated by advise, influence or control the SEC under the Exchange Act governance, policies, business or otherwise) or any notice of nomination or other business for consideration at a meeting affairs of the shareholders of the PurchaserCompany; (c) seek, alone or in concert with others, representation on the Board, other than as contemplated in this Agreement, including through submitting any director nominations or participating in any “stockholder access” or “proxy access” regime that may become applicable to the Company; (d) seek to advise, encourage encourage, support or influence any person with respect to voting the voting, giving, or withholding of any shares of capital stock proxy, consent, or other authority with respect to the securities of the Purchaser Company (except such advice, encouragement, support or influence that is consistent with the Company’s recommendations on such matters) or the acquisition or disposition of any such securities; provided, however, that nothing in this Section 3(d) shall pre- vent GAMCO from providing a proxy to any GAMCO client who requests authority to vote their proxy themselves; (1) make any proposal (binding or non-binding) for consideration by shareholders at any annual or special meeting of shareholders of the Company or participate in any proposal made by any third party, (2) conduct a referendum of shareholders, (3) make a request for any shareholder list materials or any books and records of the Company or any of the Company’s Affiliates or Associates whether pursuant to Section 1701.37 of the Ohio Revised Code or otherwise, (4) make any offer, recommendation, plan, purpose or proposal (with or without conditions) with respect to any mattershare repurchase, dividend, self-tender or other change in capitalization, merger, acquisition, recapitalization, restructuring, disposition or other business combination or extraordinary transaction or any change in the management, business or corporate structure in the case of any of the foregoing involving the Company or any of the Company’s Affiliates or Associates, or any subsidiary, business or division of the foregoing, or encourage, initiate or support any other third party in any such related activity; provided, howev- er, in the event the Company were to undertake a Dutch auction for Common Stock, nothing in this Agreement would prevent GAMCO from participating; (df) (1) seek to have the Company or any of its Affiliates or Associates waive or make amendments or modifications to its respective charter, code of regulations or other applicable governing documents, or other actions that may impede or facilitate the acquisition of control or influence the governance or policies of the PurchaserCompany, or such Company Affiliate or Associate, by any person, (2) seek to cause a class of securities of the Company or any of its Affiliates or Associates to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (3) seek to cause a class of equity securities of the Company or any of its Affiliates or Associates to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (eg) effect form, join or seek in any way participate in any partnership, limited partnership, syndicate or other group, including any “group” within the meaning of Section 13(d) of the Exchange Act, with respect to effect the Common Stock; provided, however, to the extent GAMCO and its Affiliates would be considered a “group” within the meaning of Section 13(d) this Sec- tion 3(g) shall not apply; (includingh) institute, without limitationsolicit, by entering assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) based on facts, events, circumstances that are known to GAMCO as of the date hereof, other than to enforce the provisions of this Agreement; (i) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of shareholders) or deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among Affili- ates of GAMCO that is otherwise in accordance with this Agreement or for any GAMCO client who requests authority to vote their proxy themselves; (j) enter into any discussions, negotiations, agreements arrangements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction party with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of matters set forth in this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoingSection 3; or (hk) take make any request or cause submit any proposal to amend or induce others waive the terms of this Agreement (other than such confidential requests or proposals to take any action inconsistent with any of the foregoingBoard that would not reasonably be likely to require disclosure under applicable law or NYSE regulations).

Standstill. Each (a) As of the Seller, BCC Closing Date and ▇▇. ▇▇▇▇▇▇▇ agrees that, during until the period beginning on earlier of (i) the date hereof and ending on the fourth two (4th2) year anniversary of the date hereof hereof, (ii) the “Restricted Period”date on which the Investor’s Percentage falls below 10%, and (iii) the termination of the Investor’s Standstill Obligations in accordance with Section 4.9(b), it or he will the Investor shall not, and it or he will shall cause each of such person’s its Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not towithout the prior written consent of the Board: (ai) acquire, offer acquire or propose agree to acquire or agree make any proposal to acquire, directly or indirectly, by purchase means of purchase, merger, consolidation, take-over bid, recapitalization, business combination or otherwise, beneficial ownership of any (i) interests in any other manner, any securities or assets of the PurchaserCompany, provided that for greater certainty, the Investor shall be entitled to make purchases of Common Shares on the open market or privately provided that no such purchases will result in the Investor’s indebtedness or Percentage exceeding 19.99%; (ii) capital stock solicit proxies of the Purchaser; (b) induce Shareholders, or encourage any person seek to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage advise or influence any person other Person with respect to the voting or withholding from voting of any shares of capital stock securities of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effectCompany, or cause the conduct of any other form of referendum respecting the Company or participate inits assets, or form, join or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in a proxy group, in each case for any purpose (i) provided that this shall not restrict how the Investor votes any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or Common Shares owned by it); (iii) seek or propose the election or appointment of any recapitalizationperson to, restructuringor representative on, liquidationor nominate or propose the nomination of any candidate to, dissolution the Board, or other extraordinary transaction with respect to seek or propose the Purchaser or removal of any member of its subsidiariesthe Board, provided that this subsection (iii) shall not affect any right of the Investor set forth in Section 4.1; (fiv) make proactively engage in any request, submit any proposal discussions or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (agreements, whether written or oral) , with, or advise, influence, finance, assist aid, assist, facilitate, encourage or encourageact in concert with, any other person for the purpose of engaging, or offering or proposing to engage, persons in connection with any of the foregoing; or (hv) take make any public announcement with respect to the foregoing, except as may be required by Applicable Law, including Securities Law or cause by any stock exchange, (collectively, the “Standstill Obligations”). (b) The Investor’s Standstill Obligations under this Section 4.9 shall terminate immediately and be of no further force and effect upon: (i) the date the Company enters into or induce others publicly announces an intention to take enter into, an agreement with a third party that provides for an acquisition of, or business combination which, if the transaction is successfully completed, will result in Shareholders of the Company holding less than 50% of the voting securities of the resulting corporation or entity, (ii) the date the Company or its Subsidiaries enters into, or publicly announces an intention to enter into, an agreement with a third party that provides for an acquisition of a majority interest in any action inconsistent of its material assets, rights or properties, (iii) the date a third party enters into an agreement with the Company for a take- over bid, tender or exchange offer for all or a majority of the Company’s voting securities, (iv) the date a third party enters into an agreement to acquire, or acquires all or a majority of the Company’s voting securities, (v) the date a third party commences a take-over bid, tender or exchange offer for, or publicly announces or discloses a proposal to acquire, all or a majority of the Company’s voting securities, or (vi) the date proceedings are commenced for the insolvency, bankruptcy, winding-up, liquidation or dissolution of the Company or any of its Subsidiaries. (c) For greater certainty, no provision of this Agreement other than this Section 4.9 will prohibit the Investor from undertaking any of the foregoingactions in Section 4.9(a).

Standstill. Each (a) In consideration for being furnished with Evaluation Material by the other Party, each Party (each such Party in such context, the “Standstill Party”) agrees that until the date that is the earlier of (a) 18 months after the date of this Agreement and (b) the date that a definitive agreement providing for a Transaction is executed by the Parties, without the prior consent of the Sellerother Party, BCC the Standstill Party shall not, and ▇▇. ▇▇▇▇▇▇▇ agrees that, during shall cause any person controlled by it not to (and the period beginning on Standstill Party and any person controlled by it will not knowingly assist or form a group within the date hereof and ending on the fourth (4thmeaning of Section 13(d)(3) anniversary of the date hereof Securities Exchange Act of 1934, as amended (the “Restricted PeriodExchange Act”) and Rule 13d-5 thereunder, act in concert or participate with or encourage other persons to), it directly or he will notindirectly, (A) acquire or offer to acquire, or seek, propose or agree to acquire, by means of a purchase, tender or exchange offer, business combination or in any other manner, beneficial ownership (within the meaning of Section 13(d) of the Exchange Act and it Rule 13d-3 thereunder) or he will cause each constructive economic ownership, including through any security, contract right or derivative position the value of which to the “owner” increases with an increase in the value of any equity securities (or other securities derived from the value of any equity securities) of the other Party, without regard to any hedge that may have been entered into with respect to such person’s Affiliates position, but not including any interests or rights set forth in Rule 16a-1(c)(1)-(5) or (7) under the Exchange Act, of any securities or material assets of the other Party, including rights or options to acquire such ownership, (B) seek or propose to influence, advise, change or control the management, board of directors, governing instruments or policies or affairs of the other Party, including by means of a solicitation of proxies (as such terms are defined in Rule 12b-2 (“14a-1 under the Exchange Act, disregarding Rule 12b-2”14a-1(l)(2)(iv) promulgated by the Securities and Exchange Commission (the “SEC”thereunder), including any otherwise exempt solicitation pursuant to Rule 14a-2(b) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, with any person (other person for the purpose of engaging, or offering or proposing to engage, than its own Representatives) in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent connection with any of the foregoingforegoing or seeking to influence, advise or direct the vote of any holder of voting securities of the other Party or (C) make any public disclosure, or take any action that would reasonably be expected to require the other Party to make any public disclosure, with respect to any of the matters that are the subject of this Section 3(a). (b) Each Party represents to the other Party that it and its affiliates (other than individuals in their individual accounts and in de minimis amounts) do not beneficially own (within the meaning of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder) or have constructive beneficial ownership (within the meaning of this Section 3) of any securities or material assets of the other Party. (c) Notwithstanding anything contained herein to the contrary, the Standstill Party is permitted to purchase any securities in the ordinary course of business consistent with past practice (including through any retirement, pension or other welfare funds maintained by it) that does not in any event result in an aggregate ownership by it of more than 3% of the outstanding amount of any class of equity securities of the other Party. (d) Further, and notwithstanding anything contained herein to the contrary, the Standstill Party shall not be prohibited from making any private proposal to the board of directors of the other Party that would not require a public announcement by such other Party. (e) Notwithstanding anything contained herein to the contrary, Section 3(a) shall become inapplicable in the event that (i) the board of directors of ▇▇▇▇▇’s approves, or ▇▇▇▇▇’s enters into or publicly announces a transaction with any person that would result in such person beneficially owning or constructively beneficially owning more than 20% of the voting securities of ▇▇▇▇▇’s (a “Control Stake”) or (ii) any person or persons acting in concert shall have commenced or publicly announced its or their intention to commence a bona fide tender offer or exchange offer for a Control Stake. In the event that (A) ▇▇▇▇▇’s enters into or publicly announces a transaction with any person that would result in such person beneficially owning or constructively beneficially owning a Control Stake, and such transaction is terminated prior to the acquisition of the Control Stake by such person, or (B) a bona fide tender offer or exchange offer for a Control Stake shall have commenced or been publicly announced, and such tender offer or exchange offer is subsequently terminated, then, in each of cases (A) and (B), the standstill restrictions set forth in Section 3(a) shall be reinstated effective upon the public announcement of the occurrence of case (A) or (B) above, subject to the other provisions of this Section 3 and without any extension of the original effective term.

Standstill. Each of Until the Sellerdate that is eighteen (18) months after the date the Purchaser Representative is no longer entitled to designate any directors pursuant to Section 4.5, BCC and ▇▇. ▇▇▇▇▇▇▇ the Purchaser agrees that, during without the period beginning on the date hereof and ending on the fourth (4th) anniversary prior approval of the date hereof (Board of Directors, the “Restricted Period”), it or he Purchaser will not, and it directly or he will cause each indirectly, through its subsidiaries or any other Persons, or in concert with any Person, or as a “group” (as defined in Section 13 of such person’s Affiliates the Exchange Act) with any Person: (a) purchase, offer to purchase, or agree to purchase or otherwise acquire “beneficial ownership” (as defined in Rule 12b-2 (“13d-3 and Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) 13d-5 under the Exchange Act)) of any Class A Common Stock or Class B Common Stock, includingor any securities convertible or exchangeable into Class A Common Stock or Class B Common Stock, without limitationexcluding any shares of Class A Common Stock, agents Convertible Preferred Stock or other persons acting on its or his behalf not to, and will use commercially reasonable efforts securities acquired pursuant to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any a conversion of the Purchaser’s indebtedness Convertible Preferred Stock or (ii) capital stock of otherwise acquired pursuant to the PurchaserTransaction Documents; (b) induce make, or encourage in any person way participate in, any solicitation of proxies to submit any shareholder proposal (pursuant vote, or seek to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage advise or influence any person with respect to the voting of, any shares of capital stock voting securities of the Purchaser Company or any of its Subsidiaries, or seek or propose to influence, advise, change or control the management, board of directors, policies, affairs or strategy of the Company by way of any public communication or other communications to securityholders intended for such purpose, except, in each case, with respect to any matterRequisite Stockholder Approval; (c) make a proposal for, or offer of (with or without conditions) any acquisition of or extraordinary transaction involving the Company or any of the Company’s Subsidiaries or any of their respective securities or assets; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly public or otherwise) to effect or participate (except as a holder of Common Stock or Preferred Stock) in (i) any a merger, consolidation, division, acquisition or exchange of any material substantially all assets or businesses equity, change of control transaction, recapitalization, restructuring, liquidation or similar transaction involving the Purchaser Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries;Subsidiaries; or (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (ge) enter into any arrangementsdiscussions, negotiations, arrangements or understandings with or agreements (whether written or oral) form a group with, or adviseany third party in connection with such third party’s taking, finance, assist or encourage, any other person for the purpose of engagingplanning to take, or offering or proposing seeking to engage, in take any of the foregoing; or actions prohibited by clauses (ha) take through (d) of this Section 4.1 or cause otherwise act, alone or induce others in concert with others, to take any action inconsistent with any seek to control or influence the Board of Directors or the management or policies of the foregoingCompany, including its Subsidiaries; provided, however, that nothing in this Section 4.1 will limit (I) any Carlyle Party’s ability to vote (subject to Section 4.5(c) and the other Transaction Documents) or Transfer (subject to Section 4.2) its Common Stock or Preferred Stock or otherwise exercise rights under its Preferred Stock or (II) the ability of any director designated by the Purchaser Representative pursuant to Section 4.5 or elected pursuant to the Series A-1 Certificate to vote or otherwise exercise its fiduciary duties as a member of the Board of Directors, (III) the ability of any observer or director appointed or designated by the Purchaser Representative pursuant to Section 4.5 or pursuant to the Series A-1 Certificate to seek (but solely in such capacity as observer or director) to participate fully as an observer to or director on the Board of Directors, or (IV) the ability of the Purchaser Representative or the holders of Convertible Preferred Stock to exercise their rights to appoint directors and observers pursuant to Section 4.5 or the Series A-1 Certificate, as applicable.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ The Investor agrees that, during the period beginning on that from the date hereof and ending on the fourth (4th) anniversary of until one year following the date hereof (the “Restricted Standstill Period”), it or he will not, and it will also ensure that no member of the Investor Group nor any Person acting on behalf of or he in concert with the Investor nor any member of the Investor Group, will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), includingdirectly or indirectly, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates the prior written consent of the Company: (as defined in Rule 12b-2) not to: (ai) acquire, offer or propose to acquire or agree to acquire, directly propose, seek or indirectlyoffer to acquire, by purchase or otherwisefacilitate the acquisition or ownership of, beneficial ownership any securities of any (i) interests in the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities that (taken together with all Shares, Warrant Shares and other voting securities held by the Purchaser’s indebtedness or Investor Group) exceeds 25% of the then outstanding shares of Common Stock; (ii) capital stock enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or any of its Subsidiaries; (iii) initiate, 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 Purchaser; Commission to vote, or seek to advise or influence any Person with respect to the voting of, any voting securities of the Company; (biv) induce file with the Commission a proxy statement or encourage any person supplement thereof or any other soliciting material in respect of the Company or its stockholders that would be required to submit any shareholder proposal (be filed with the Commission pursuant to Rule 14a-8 promulgated by the SEC under 14a-12 or other provisions of the Exchange Act Act; (v) except as set forth in Sections 6.3 or otherwise6.4 of the Prior Agreement, nominate or recommend for nomination a Person for election at any stockholder meeting at which directors of the Company’s board of directors are to be elected; (vi) submit any stockholder proposal for consideration at, or bring any notice of nomination or other business for consideration at before, any Company stockholder meeting; (vii) form, join or in any way participate in a meeting “group” (within the meaning of Section 13(d)(3) of the shareholders of the Purchaser; (cExchange Act) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; voting securities of the Company; (dix) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the stockholders of the Company; (x) otherwise act, alone or in concert with others, to seek to control or influence the governance management or the policies of the Purchaser; Company; (exi) effect disclose any intention, plan or seek to effect arrangement prohibited by, or inconsistent with, the foregoing; or (includingxii) advise, without limitation, by entering assist or encourage or enter into any discussions, negotiations, agreements or understandings arrangements with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or other Persons in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction connection with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoing.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ Party agrees that, during the for a period beginning on of six months from the date hereof and ending on the fourth (4th) anniversary of the date hereof this Agreement (the “Restricted Standstill Period”), unless specifically invited in writing by the other Party, neither it or he will not, and it or he will cause each nor any of such person’s Affiliates its affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission Act of 1934, as amended (the “SEC”) under the Exchange Act”)) or Representatives (acting in any capacity other than as an advisor in any of the following cases) will in any manner, including, without limitation, agents directly or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not toindirectly: (a) acquireeffect, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person)seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person Person to effect or effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in in: (i) any acquisition of any material securities (or beneficial ownership thereof) or assets or businesses of the Purchaser other Party or any of its subsidiaries, , (ii) any tender offer or exchange offer, merger, acquisition merger or other business combination involving the Purchaser other Party or any of its subsidiaries or subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser other Party or any of its subsidiaries, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the other Party; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the securities of the other Party; (c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving the other Party or its securities or assets; (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the other Party; (e) take any action which might force the other Party to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) make enter into any requestdiscussions or arrangements with any third party with respect to any of the foregoing. Each Party also agrees during the Standstill Period not to request the other Party (or its directors, submit any proposal officers, employees or disclose any intent agents), directly or indirectly, to seek amend or obtain any waiver, consent under, or any amendment of, waive any provision of this Agreement other than through non-public communications with Section 8 (including this sentence); provided, that this provision shall not prohibit any request to amend or waive any provision of this Section 8 which is not publicly announced or disclosed by the Purchaser that would requesting party and does not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoingotherwise violate this Section 8.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ The Seller hereby agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”), it or that he will shall not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (ai) acquire, offer or propose to acquire acquire, or agree to acquireacquire (except by way of stock dividends, directly stock splits, reverse stock splits or indirectlyother distributions or offerings made available to holders of any voting securities generally), whether by purchase, tender or exchange offer, through the acquisition of control of another person, by purchase joining a partnership, limited partnership, syndicate or other group (as defined under Section 13(d) of the Exchange Act) or otherwise, beneficial ownership any voting securities if, as a result of any (i) interests such acquisition, the Seller would beneficially own in any the aggregate more than 1.0% of the Purchaser’s indebtedness or then outstanding voting securities; (ii) capital stock of the Purchaser; (b) induce make, participate in or encourage any person “solicitation” (as such term is used in the proxy rules of the SEC) of proxies or consents with respect to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act election or otherwise) removal of directors or any notice of nomination other matter or other business for consideration at a meeting of the shareholders of the Purchaser; (c) proposal or seek to advise, encourage or influence any person with respect to the voting of any shares of capital stock of the Purchaser with respect to any mattervoting securities; (diii) initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the SEC) shareholders of Vitacost for the approval of any shareholder proposal or cause or encourage any person to initiate any such shareholder proposal; or seek to control call, or influence to request the governance call of, or policies call a special meeting of the Purchasershareholders of Vitacost; or make a request for a list of Vitacost’s shareholders or other Vitacost records; (eiv) effect seek election or appointment to, or representation on, or nominate or propose the nomination of any candidate to the board of directors; or seek to effect the removal of any member of Vitacost’s board of directors; (v) form or join in a partnership, limited partnership, syndicate or other group, including, without limitation, by entering into a group as defined under Section 13(d) of the Exchange Act, with respect to any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effectvoting securities, or cause deposit any voting securities into a voting trust or subject any voting securities to any voting agreement; (vi) act alone or in concert with others to control or seek to control, or influence or seek to influence, the management, the board of directors or the policies of Vitacost; (vii) with respect to Vitacost or the voting securities, (i) otherwise communicate with Vitacost’s shareholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act or (ii) participate in, or take any action pursuant to, any “shareholder access” proposal that may be adopted by the SEC, whether in any way assist accordance with proposed Rule 14a-11 or facilitate any other person to effect or otherwise; (viii) seek, offer propose, or propose (whether publicly make any statement with respect to any merger, consolidation, business combination, tender or otherwise) to effect exchange offer, sale or participate in (i) any acquisition purchase of any material assets assets, sale or businesses purchase of the Purchaser securities, dissolution, liquidation, restructuring, recapitalization or similar transactions of or involving Vitacost or any of its subsidiaries, affiliates or associates (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving as defined under Rule 12b-2 of the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiariesExchange Act); (fix) make have any request, submit any proposal discussions or disclose any intent to seek or obtain any waiver, consent undercommunications, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings understanding or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for in connection with any of the purpose of engagingforegoing, or offering make any investment in or proposing enter into any arrangement with any other person that engages, or offers or proposes to engage, in any of the foregoing; or (hx) take otherwise take, or solicit, cause or induce encourage others to take take, any action inconsistent with any of the foregoing. The Buyers acknowledge that the Seller may be interested in future employment in the nutrition industry involving direct-to-consumer ecommerce. For the sake of clarity, the Buyers acknowledge that the foregoing restrictions in this Section 3(b) shall not prohibit the Seller from such employment.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ (a) JCP agrees that, during the period beginning on from the date hereof and ending on of this Agreement until the fourth (4th) anniversary expiration of the date hereof Standstill Period (the “Restricted Period”as defined below), neither it nor any of its Affiliates or he will notAssociates will, and it or he will cause each of such person’s its Affiliates and Associates (as defined below) not to, directly or indirectly, in any manner, acting alone or in concert with others: (i) submit any stockholder proposal (pursuant to Rule 12b-2 (“Rule 12b-2”) 14a-8 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board (including by way of Rule 14a-11 of Regulation 14A), includingother than as expressly permitted by this Agreement; (ii) engage in, without limitationdirectly or indirectly, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates any “solicitation” (as defined in Rule 12b-214a-1 of Regulation 14A) not to:of proxies (or written consents) or otherwise become a “participant in a solicitation” (as such term is defined in Instruction 3 of Schedule 14A of Regulation 14A under the Exchange Act) in opposition to the recommendation or proposal of the Board, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of the Common Stock (including any withholding from voting) or grant a proxy with respect to the voting of the Common Stock or other voting securities to any person other than to the Board or persons appointed as proxies by the Board; (aiii) seek to call, or to request the call of, a special meeting of the Company’s stockholders, or make a request for a list of the Company’s stockholders or for any books and records of the Company; (iv) form, join in 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 the Common Stock or 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 pooling arrangement, other to the extent such a group may be deemed to result with the Company or any of its Affiliates or Associates as a result of this Agreement; (v) vote for any nominee or nominees for election to the Board, other than those nominated or supported by the Board; (vi) except as specifically provided in Section 1 and Section 2 of this Agreement, seek to place a representative or other Affiliate, Associate or nominee on the Board or seek the removal of any member of the Board or a change in the size or composition of the Board; (vii) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including beneficial ownership) of any of the assets or business of the Company or any rights or options to acquire any such assets or business from any person; (viii) other than at the direction of the Board or any committee thereof and except in connection with an Opposition Matter (as defined below), seek, propose, or make any statement with respect to, or solicit, negotiate with, or provide any information to any person with respect to, a merger, consolidation, acquisition of control or other business combination, tender or exchange offer, purchase, sale or transfer of assets or securities, dissolution, liquidation, reorganization, change in structure or composition of the Board, change in the executive officers of the Company, change in capital structure, recapitalization, dividend, share repurchase or similar transaction involving the Company, its subsidiaries or its business, whether or not any such transaction involves a change of control of the Company; (ix) acquire, announce an intention to acquire, offer or propose to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (iA) interests in any of the PurchaserCompany’s indebtedness or (iiB) capital stock Common Stock of the PurchaserCompany representing in the aggregate (amongst JCP and its Affiliates and Associates) in excess of 9.9% of the Company’s outstanding Common Stock; provided, however, nothing herein shall prevent JCP from confidentially seeking a waiver to acquire in excess of 9.9% of the Company’s outstanding Common Stock; (x) disclose publicly, or privately in a manner that could reasonably be expected to become public, any intention, plan or arrangement inconsistent with the foregoing; (xi) take any action challenging the validity or enforceability of any provisions of this Section 3; or (xii) enter into any agreement, arrangement or understanding concerning any of the foregoing (other than this Agreement) or encourage or solicit any person to undertake any of the foregoing activities. (b) induce or encourage any person to submit any shareholder proposal As used in this Agreement: (pursuant to i) the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 14a-8 12b-2 promulgated by the SEC under the Securities Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of 1934, as amended (the shareholders of the Purchaser“Exchange Act”); (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoing.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during During the period beginning on the date hereof of this Agreement and ending on the fourth fiftieth (4th50th) anniversary of the such date hereof (such period, the “Restricted Standstill Period”), it each Lakewood Party, without the prior written approval of Purchaser and of the board of trustees or he will directors of the applicable Covered Company contained in a resolution of such board, shall not, and it or he will shall cause each of such person’s their respective officers, directors, employees, Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf associates not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquiretake any of the following actions, directly or indirectly, by purchase either alone or otherwise, beneficial ownership of any in concert with one or more other Person(s): (a) (i) interests make, initiate, propose or in any way participate or engage in, any “solicitation” (as such term is used in the proxy rules promulgated under the Exchange Act) of the Purchaser’s indebtedness any proxy, consent or other authority to vote any Covered Securities, (ii) capital stock of make, initiate, propose or in any way encourage, cause or attempt to cause the Purchaser; (b) induce or encourage making by any person to submit Person of, any shareholder or stockholder nomination or other proposal (whether pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice other type of nomination shareholder or stockholder referendum (binding or non-binding) with respect to any Covered Company, (iii) make, initiate, propose or in any way encourage, cause or attempt to cause the making by any Person of a request for or related to a request for a meeting or an action by written consent of shareholders or stockholders of any Covered Company, (iv) encourage, advise, influence or seek to advise or influence any Person with respect to the voting or consenting of (or the withholding of authority of or abstention from voting or consenting) any Covered Security, including by publicly announcing or disclosing how any Lakewood Party or any other Person intends to vote or consent or cause to be voted or consented any Covered Security on any matter, (v) grant any proxy, consent or other business authority to vote with respect to any matters (other than to the named proxies included in a Covered Company’s proxy card) for consideration at any meeting or action by written consent of shareholders or stockholders of a meeting Covered Company or (vi) serve or agree to serve as a nominee of any holder of Covered Securities to stand for election as a trustee or director of any Covered Company; (b) form, join or in any way participate in a partnership, limited partnership, syndicate or other group, including without limitation a group as defined under Section 13(d) of the shareholders Exchange Act with respect to any Covered Security or otherwise support or participate in any effort by a third party with respect to the matters set forth in this Section 4.2, or deposit any Covered Security in a voting trust or subject any Covered Security to any voting agreement or other arrangement of the Purchasersimilar effect; (c) adviseown, encourage acquire, offer or influence any person with respect propose to voting any shares acquire, or agree to acquire (whether by purchase, tender or exchange offer, through the acquisition of capital stock control of another Person, by joining in a partnership, limited partnership, syndicate or other group, including without limitation a group as defined under Section 13(d) of the Purchaser Exchange Act, or otherwise) any Covered Security or Derivative Security or enter into any Contract for or with respect to any matterDerivative Security; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or effect, cause, seek to effect (includingor cause, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) ), participate in, make any public statement with respect to or in any way support or assist any other Person to effect, cause, seek to effect or cause cause, propose or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser any Covered Company or any of its subsidiaries Affiliates, (ii) form of business combination, acquisition or other similar transaction relating to a material amount of assets of any Covered Company or any Covered Company Securities, or (iii) any recapitalization, form of restructuring, liquidation, dissolution recapitalization or other extraordinary similar transaction with respect to the Purchaser any Covered Company or any of its subsidiariesAffiliates; (e) control, influence or seek to control or influence the management, board of directors or trustees (or analogous governing body), policies, governance or affairs of any Covered Company, including by seeking, proposing or supporting a request for a waiver of, or exemption or similar action under, any provision of any organizational documents of any Covered Company; (f) make institute, solicit, assist or join, as a party, any request, submit Proceeding against or involving any proposal or disclose any intent to seek or obtain any waiver, consent under, Covered Company or any amendment ofof its current or former directors, any provision trustees, officers or agents in their capacity as such (including derivative actions) other than to enforce the provisions of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any PartyAgreement; (g) enter into any arrangements, understandings or agreements (whether written or oral) Contract with, or advise, finance, assist or encourage, any other person for Person in connection with any of the purpose of engagingforegoing as to any Covered Company, or offering make any investment in or proposing enter into any Contract with, any other Person that engages, or offers or proposes to engage, in any of the foregoingforegoing as to any Covered Company; orprovided, however, that the Lakewood Parties may make an investment in a mutual fund or other collective investment entity, other than a Covered Company, which owns Covered Securities if their aggregate investment in such entity comprises less than five percent of the voting power of the equity of such entity and the Lakewood Parties do not influence or direct (or attempt to influence or direct) such entity’s ownership or voting of any Covered Securities; (h) take make any public statement or disclosures or otherwise take, or solicit, cause or induce encourage others to take take, any action inconsistent with any of the foregoing; (i) request or propose any amendment or waiver, or consider the amendment or waiver of, any provision set forth in this Section 4.2; or (j) either publicly or in any manner take any action that would be reasonably likely to lead to or require public disclosure of the types of matters set forth in this Section 4.2 by a Covered Company.

Standstill. Each of the Seller, BCC and ▇▇. (a) ▇▇▇▇▇▇▇ hereby agrees thatthat until the earlier of (x) such time, during the period beginning on the date hereof and ending on the fourth (4th) anniversary if any, as ▇▇▇▇▇▇▇ beneficially owns less than 17.0% of the date hereof then issued and outstanding shares of New Common Stock for a period of 30 consecutive days and (y) the Termination Date, neither ▇▇▇▇▇▇▇ nor any of its Affiliates will, acting alone, as part of a “Restricted Period”)group” (within the meaning of Section 13(d)(3) of the Exchange Act) or otherwise in concert with any other Person, it or he will not, and it or he will cause each of such person’s Affiliates unless specifically requested in writing by the Board on an unsolicited basis: (i) after the Purchase Period (as defined below), acquire, or agree to acquire, offer to acquire, or seek or propose to acquire beneficial ownership of any New Common Stock or any rights or options to acquire any New Common Stock (including from a third Person); or (ii) initiate, propose, finance, negotiate, seek to effect, guarantee the financing of, assist any other Person in obtaining financing for, or knowingly cause (1) any proxy contest or other proposal to obtain board representation, (2) any stockholder proposal, whether made pursuant to Rule 12b-2 14a-8 or Rule 14a-4 under the Exchange Act or otherwise or (3) any Change of Control Transaction, except that ▇▇▇▇▇▇▇ may do any of the foregoing with respect to a proposed Change of Control Transaction if such proposed Change of Control Transaction is subject to the voting requirements set forth in Section 2(b); or (iii) except with respect to a proposed Change of Control Transaction expressly subject to the voting requirements set forth in Section 2(b), “solicit” (within the meaning of Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”14a-1(l) under the Exchange Act) any proxies to vote, or seek to influence any other Person with respect to the voting of any Voting Securities on any of the matters set forth in Section 3(a)(ii); or (iv) except with respect to a proposed Change of Control Transaction expressly subject to the voting requirements set forth in Section 2(b), includingtake any action that would require the Company under applicable law, without limitation, agents rule or other persons acting on its or his behalf not to, and will use commercially reasonable efforts stock exchange policy to cause its or his respective Associates (as defined make a public announcement regarding any of the matters set forth in Rule 12b-2) not to:Section 3(a)(ii); or (av) acquireexcept with respect to a proposed Change of Control Transaction expressly subject to the voting requirements set forth in Section 2(b), offer form, join or propose participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to acquire any Voting Securities; or (vi) nominate an individual or agree individuals for election to acquirethe Board at any meeting (or by written consent in lieu of a meeting) of stockholders of the Company, other than as expressly provided in this Agreement with respect to the ▇▇▇▇▇▇▇ Nominee, or effect or attempt to effect the removal of any members of the Board (other than the ▇▇▇▇▇▇▇ Nominee); provided, that compliance by ▇▇▇▇▇▇▇ with the provisions of Sections 1 or 2(b) shall not constitute a violation of this provision; or (vii) other than as expressly provided in this Agreement with respect to the ▇▇▇▇▇▇▇ Nominee, directly or indirectlyindirectly seek to elect, by purchase appoint or otherwiseotherwise place (or seek to have elected, beneficial ownership appointed or otherwise placed) a representative of ▇▇▇▇▇▇▇ on the Board, it being the express agreement of ▇▇▇▇▇▇▇ and the Company that ▇▇▇▇▇▇▇ shall be entitled to only one seat on the Board, subject to the conditions set forth in this Agreement, prior to the Termination Date; or (viii) seek to call, or to request the call of, a special meeting of the stockholders of the Company; or (ix) deposit any securities of the Company into a voting trust, or subject any securities of the Company to any agreement or arrangement with respect to the voting of such securities (iother than pursuant to Section 2 of this Agreement), or other agreement or arrangement having similar effect to which, in each case, a Person who is not an Affiliate of ▇▇▇▇▇▇▇ is a party; or (x) interests execute any written stockholder consent with respect to the Company, except in accordance with Section 2 of this Agreement; or (xi) except with respect to a proposed Change of Control Transaction expressly subject to the voting requirements set forth in Section 2(b), seek or request permission to do any of the Purchaser’s indebtedness foregoing, make, initiate, take or participate in any demand, request, action (iilegal or otherwise) capital stock or proposal to amend, waive or terminate any provision of this Agreement; or (xii) disclose any intention, plan or arrangement inconsistent with the Purchaser;foregoing. (b) induce Notwithstanding the foregoing provisions of this Section 3, the parties to this Agreement acknowledge and agree that: (i) at any time prior to September 30, 2010 (the “Purchase Period”), ▇▇▇▇▇▇▇ may acquire beneficial ownership of additional shares of New Common Stock; provided, that in no event, before, during or encourage any person after the Purchase Period, may ▇▇▇▇▇▇▇ acquire or beneficially own in excess of 45% of the shares of New Common Stock then issued and outstanding (inclusive of the shares of New Common Stock issued to submit any shareholder proposal (▇▇▇▇▇▇▇ by the Company on the Effective Date in exchange for all of the Class 3 and Class 4 claims of ▇▇▇▇▇▇▇ pursuant to Rule 14a-8 promulgated by the SEC under Plan); provided further, that ▇▇▇▇▇▇▇ may acquire beneficial ownership of additional shares of New Common Stock (including after the Exchange Act or otherwisePurchase Period) or any notice pursuant to ▇▇▇▇▇▇▇’▇ exercise of nomination or other business for consideration at a meeting of its preemptive rights set forth in Section 11, subject to the shareholders of the Purchaser45% beneficial ownership limitation set forth above in this Section 3(b)(i); (cii) advisethe provisions of Section 3(a) shall not restrict the actions of ▇▇▇▇▇▇▇ taken in respect of a Change of Control Transaction the terms of which require as a condition to consummation of such Change of Control Transaction compliance with the applicable voting restrictions set forth in Sections 2(b)(ii), encourage or influence (iii) and (iv) (and which condition is not waived); and (iii) the provisions of Section 3(a) will not limit in any person with respect ▇▇▇▇▇▇▇’▇ ability to voting any shares of capital stock of privately make proposals to the Purchaser Board with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (includingactions, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effectactivities, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoingmatters otherwise restricted by Section 3(a).

Standstill. (a) Each of the Seller, BCC S-P and ▇▇. ▇▇▇▇▇▇▇ M agrees and acknowledges that, during for the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Standstill Period”), it or he will not, and it or he will cause each of such person’s Affiliates its affiliates (as currently defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, Act and will use commercially reasonable efforts to cause its or his respective Associates (as defined in under current law interpreting Rule 12b-2) not will not, (and neither it nor any such affiliates will assist, facilitate, provide or arrange financing to or for others or encourage others to: (a) acquire, offer or propose to acquire or agree to acquire), directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by purchase the Board of Directors of the other party: (i) acquire or otherwiseagree, offer, seek or propose to acquire (or request permission to do so), ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any (i) interests in any of the Purchaser’s indebtedness assets or businesses of the other party or any securities issued by the other party, or any rights or options to acquire such ownership (including from a Third Party), other than de minimus acquisitions of securities which are disposed of in the public market promptly, (ii) capital stock seek or propose to influence or control (publicly or otherwise) the management or the policies of the Purchaser; other party or to obtain representation on the other party’s Board of Directors, or “solicit,” or participate in any “solicitation” of, any “proxies” or “consents” (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC as such terms are defined in Regulation 14A under the Exchange Act or otherwiseAct) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter;securities of the other party, (diii) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering enter into any discussions, negotiations, agreements arrangements or understandings with any third personparty with respect to any of the provisions of this Section 9.9, (iv) seek to amend, modify or supplement this Section 9.9 or seek to have the other party or its Affiliates waive or relinquish any of the restrictions of this Section 9.9, (v) seek or request permission to do any of the foregoing or make or seek permission to make any public announcement with respect to any of the provisions of this Section 9.9, or (vi) take any action which would result in or would reasonably be expected to result in the other party making a public announcement regarding any of the provisions of this Section 9.9. (b) Notwithstanding the provisions of Section 9.9(a), offer in the event that the Board of Directors of M or propose (whether publicly or otherwise) S-P resolves to effect, or cause or participate engage in, or in any way assist or facilitate any other person engages in, a process designed for such party to effect or seeksolicit offers relating to transactions which, offer or propose (whether publicly or otherwise) to effect or participate in if consummated, would constitute (i) any acquisition a Business Combination involving a sale of any material assets all or businesses substantially all the Outstanding Voting Securities of M or S-P, as the Purchaser case may be, for consideration consisting of at least 80% cash and/or non-voting securities, or any of its subsidiaries, (ii) any tender offer a Business Combination that directly results in a shift of direct and indirect majority voting control from the public shareholders of M or exchange offerS-P, mergeras the case may be, acquisition to a single shareholder or other business combination involving “group” of shareholders (as defined in Regulation 13D), then the Purchaser or any provisions of its subsidiaries or (iiiSection 9.9(a) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect shall be deemed to be waived solely to the Purchaser extent necessary to permit the other party to participate in such process on terms and conditions at least as favorable to such other party as those offered to the other participants in such process until such time, if any, as the Board of Directors of M or any of its subsidiaries; (f) make any requestS-P, submit any proposal as the case may be, terminates, rescinds or disclose any intent allows such process to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoinglapse.

Standstill. Each of During the SellerCooperation Period, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”), it or he each Investor will not, and it or he will cause each of such person’s Affiliates its respective representatives acting on their behalf (as defined in Rule 12b-2 (collectively with the Investors, the “Rule 12b-2Restricted Persons”) promulgated to not, directly or indirectly, without the prior consent, invitation, or authorization by the Securities and Exchange Commission (Company or the “SEC”) under the Exchange Act)Board, includingin each case, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not towriting: (a) acquire, or offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, or direct any Third Party (as defined below) in the acquisition of record or beneficial ownership of any Voting Securities (ias defined below) interests or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities, in each case, if such acquisition, offer, agreement or transaction would result in the Investors (together with their Affiliates) having beneficial ownership of more than 9.9% of the Purchaser’s indebtedness Ordinary Shares outstanding at such time, or (ii) capital stock aggregate economic exposure to more than 15.0% of the PurchaserOrdinary Shares outstanding at such time; (b) induce (i) requisition or encourage any person call, or seek to submit any shareholder proposal requisition or call (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act publicly or otherwise) ), alone or any notice of nomination or other business for consideration at in concert with others, a meeting of the Company’s shareholders (or the setting of a record date therefor), (ii) seek, alone or in concert with others, election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, except as expressly set forth in Section 1(e) of this Agreement, (iii) make, or be the proponent of, any shareholder proposal to the Company or the Board or any committee thereof (including any request to table any resolution, proposal or any other business at any annual general meeting of the Company or otherwise, or any proposal to amend any resolution of the Company), (iv) request the Company to circulate any statement to its shareholders (in connection with a general meeting of the Company or otherwise), (v) require the Company to publish on a website any statement relating to audit concerns, (vi) seek, alone or in concert with others (including through any “withhold” or similar campaign), the removal of any member of the Board or (vii) conduct a referendum of shareholders of the PurchaserCompany; provided that nothing in this Agreement will prevent the Investors or their Affiliates from taking actions in furtherance of identifying any Replacement New Independent Director pursuant to Section 1(e), as applicable; (c) advise, encourage make any request for shareholder lists or influence any person with respect to voting any shares of capital stock other books and records of the Purchaser with respect Company or any of its subsidiaries under any statutory or regulatory provisions, or other applicable law, providing for shareholder access to books and records of the Company or its Affiliates, nor exercise any matterright conferred by English law or any federal or state law of the United States to: (i) inspect or request a copy of the Company’s register of shareholders, (ii) inspect or request a copy of the Company’s register of interests disclosed, (iii) require independent scrutiny of any vote conducted by way of a poll at any general meeting of the Company, (iv) apply for the appointment of an inspector to investigate the affairs or membership of the Company or (v) require the Company to exercise its powers under section 793 of the Companies Act; (d) seek engage in any “solicitation” (as such term is defined under the Exchange Act (as defined below)) of proxies with respect to control the election or influence the governance or policies removal of directors of the PurchaserCompany or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies or consents; (e) effect make or seek submit to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser Company or any of its subsidiariesAffiliates any proposal for, or offer of (ii) with or without conditions), either alone or in concert with others, any tender offer, takeover offer (whether structured by way of a scheme of arrangement under Part 26 of the Companies Act or otherwise), exchange offer, merger, acquisition consolidation, acquisition, sale of all or other substantially all assets, business combination involving the Purchaser or any of its subsidiaries or (iii) any combination, recapitalization, restructuring, liquidation, dissolution or other similar extraordinary transaction with respect to involving the Purchaser Company (including its subsidiaries and joint ventures or any of its subsidiariestheir respective securities or assets) (each, an “Extraordinary Transaction”) either publicly or in a manner that would reasonably require public disclosure by the Company or any of the Restricted Persons (it being understood that the foregoing shall not restrict the Restricted Persons from tendering shares in “a takeover offer”, voting in favor of a scheme of arrangement under Part 26 of the Companies Act, accepting a takeover offer as defined in Part 28 of the Companies Act, or giving irrevocable undertakings of letters of intent in respect of the same, receiving consideration or other payment for shares, or otherwise participating in any Extraordinary Transaction on the same basis as other shareholders of the Company); (f) make any requestpublic proposal with respect to (i) any change in the number, submit term or identity of directors of the Company or the filling of any proposal vacancies on the Board other than as provided under Section 1(e) of this Agreement, (ii) any change in the capitalization, capital allocation policy or disclose dividend policy of the Company, (iii) any intent other change to seek the Board or obtain the Company’s management or corporate or governance structure, (iv) any waiver, consent underamendment or modification to the Articles or the Company’s other organizational documents, (v) causing the Ordinary Shares to be delisted from, or to cease to be authorized to be quoted on, any amendment ofsecurities exchanges or (vi) causing the Ordinary Shares to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (g) knowingly encourage or advise any Third Party or knowingly assist any Third Party in encouraging or advising any other person with respect to (i) the giving or withholding of any proxy relating to, or other authority to vote, any Voting Securities, or (ii) in conducting any type of referendum relating to the Company (including for the avoidance of doubt with respect to the Company’s management or the Board), other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter, or as otherwise specifically permitted under this Agreement; (h) form, join or act in concert with any “group” as defined in Section 13(d)(3) of the Exchange Act, with respect to any Voting Securities, other than solely with Affiliates of the Investors with respect to Voting Securities now or hereafter owned by them; (i) enter into a voting trust, arrangement or agreement with respect to any Voting Securities, or subject any Voting Securities to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case other than (i) this Agreement, (ii) solely with Affiliates of the Investors or (iii) granting proxies in solicitations approved by the Board; (j) engage in any short sale or any purchase, sale, or grant of any option, warrant, convertible security, share appreciation right or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than any index fund, exchange traded fund, benchmark fund or broad basket of securities) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of any of the securities of the Company and would, in the aggregate or individually, result in the Investors ceasing to have a “net long position” in the Company; (k) sell, offer, or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying Ordinary Shares of the Company held by a Restricted Person to any Third Party; (l) institute, solicit or join as a party any litigation, arbitration or other proceeding against or involving the Company or any of its subsidiaries or any of its or their respective current or former directors or officers (including any derivative actions or the petition of any UK court pursuant to Part 30 of the Companies Act); provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Restricted Person from (i) bringing litigation against the Company to enforce any provision of this Agreement other than through non-public communications instituted in accordance with and subject to Section 14, (ii) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Purchaser Company or its Affiliates against a Restricted Person, (iii) bringing bona fide commercial disputes that would do not be reasonably determined relate to trigger public disclosure obligations for any Party the subject matter of this Agreement, (iv) exercising statutory rights of minority shareholders as set out in Part 28 of the Companies Act or any Affiliate of any Party(v) responding to or complying with validly issued legal process; (gm) enter into any negotiations, agreements, arrangements, or understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, with any other person for Third Party to take any action that the purpose of engaging, or offering or proposing Restricted Persons are prohibited from taking pursuant to engage, in any of the foregoingthis Section 3; or (hn) take make any request or cause submit any proposal to amend or induce others waive the terms of this Agreement (including this subclause), in each case publicly or which would reasonably be expected to take result in a public announcement or disclosure of such request or proposal; provided, that the restrictions in this Section 3 shall terminate automatically upon the earliest of the following: (i) any action inconsistent material breach of this Agreement by the Company (including, without limitation, a failure to appoint the New Independent Director in accordance with Section 1(b), a failure to appoint a Replacement New Independent Director in accordance with Section 1(e), a failure to form the CEO Search Committee and appoint the New Independent Director to the CEO Search Committee in accordance with Section 1(g) or a failure to issue the Press Release in accordance with Section 5) upon five (5) business days’ written notice by any of the foregoingInvestors to the Company if such breach has not been cured within such notice period, provided that the Investors are not in material breach of this Agreement at the time such notice is given or prior to the end of the notice period; (ii) the Company’s entry into (x) a definitive agreement with respect to any Extraordinary Transaction that, if consummated, would result in the acquisition by any person or group of more than 50% of the Voting Securities or assets having an aggregate value exceeding 50% of the aggregate enterprise value of the Company, (y) one or more definitive agreements providing for the acquisition by the Company or its subsidiaries of one or more businesses or assets from any Third Parties having an aggregate value exceeding 25% of the market capitalization of the Company during the Cooperation Period or (z) one or more definitive agreements providing for a transaction or series of related transactions which would in the aggregate result in the Company issuing to one or more Third Parties at least 10% of the Ordinary Shares of the Company (including on an as-converted basis, and including other Voting Securities with comparable voting power) outstanding immediately prior to such issuance(s) (including in a PIPE, convertible note, convertible preferred security or similar structure) during the Cooperation Period (provided that securities issued as incentive compensation to employees or other service providers or consideration for (or in connection with) the acquisition of the assets, securities and/or business(es) of another person by the Company or one or more of its subsidiaries shall not be counted toward this clause (z)) and (iii) the commencement of any tender or exchange offer (by any person or group other than the Investors or their Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any person or group of more than 50% of the Voting Securities, where the Company files with the SEC a Schedule 14D-9 (or amendment thereto) that does not recommend that its shareholders reject such tender or exchange offer (it being understood that nothing herein will prevent the Company from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act in response to the commencement of any tender or exchange offer). Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including but not limited to the restrictions in this Section 3) will prohibit or restrict any of the Restricted Persons from (A) making any public or private statement or announcement with respect to any Extraordinary Transaction that is publicly announced by the Company or a Third Party, (B) making any factual statement to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over such person from whom information is sought (so long as such process or request did not arise as a result of discretionary acts by any Restricted Person), (C) 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, (D) negotiating, evaluating and/or trading, directly or indirectly, in any index fund, exchange traded fund, benchmark fund or broad basket of securities which may contain or otherwise reflect the performance of, but not primarily consist of, securities of the Company or (E) communicating with the Company privately in accordance with Section 4.

Standstill. Each of During the SellerCooperation Period, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”), it or he each Stockholder will not, and it or he will cause each of such person’s its Affiliates and its and their respective Representatives acting on their behalf (as defined in Rule 12b-2 (collectively with the Stockholders, the “Rule 12b-2Restricted Persons”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act)to not, includingdirectly or indirectly, without limitationthe prior written consent, agents invitation, or other persons acting on its authorization of the Company or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not tothe Board: (ai) acquire, offer or propose to acquire offer, or agree to acquire, directly or indirectly, by purchase or otherwise, or direct any Third Party in the acquisition of record or beneficial ownership of or economic exposure to any Voting Securities or engage in any swap or hedging transaction, or other derivative agreement of any nature with respect to any Voting Securities, in each case, if such acquisition, offer, agreement or transaction would result in the Stockholders, together with their Affiliates, having beneficial ownership of, a Net Long Position in, or aggregate economic exposure to more than 15% of the Common Stock outstanding at such time; (ii) alone or in concert with any one or more Third Parties, (A) call or seek to call (publicly or otherwise) a meeting of the Company’s stockholders or act by written consent in lieu of a meeting (or call or seek to call for the setting of a record date therefor), (B) seek election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, except as expressly set forth in Section 1, (C) make or be the proponent of any stockholder proposal relating to the Company, the Board or any of its committees or support, in any forum open to any Third Party stockholder, any such proposal, (D) seek (including through any “withhold” or similar campaign) the removal of any member of the Board or (E) conduct, call for, or publicly support any other stockholder who conducts or calls for any referendum of stockholders of the Company; (iii) make any request for stock list materials or other books and records of the Company or any of its Affiliates under Section 220 of the Delaware General Corporation Law or any other statutory or regulatory provision relating to stockholder access to books or records of the Company or any of its Affiliates; (iv) engage in any “solicitation” (as such term is used in the proxy rules of the SEC, but including, notwithstanding anything to the contrary in Rule 14a-2 under the Exchange Act, solicitations of ten (10) or fewer stockholders that would otherwise be excluded from the definition of “solicitation” pursuant to Rule 14a-2(b)(2) under the Exchange Act) of one or more proxies or consents with respect to the election or removal of one or more directors of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any such solicitation of proxies or consents; (v) disclose to any Third Party, either publicly or in a manner that would reasonably be expected to result in or require public disclosure, its voting or consent intentions or any vote as to any matter submitted to a stockholder vote during the Cooperation Period (it being understood that instructing a Third Party to implement any such vote or consent in a ministerial manner in accordance with this Agreement would not be a violation of this provision), except that such disclosure may be made with respect to any Extraordinary Transaction that were not initiated in breach of this Section 2(c), or to the extent legally required or permitted by the prior written consent of the Company; (vi) make or submit to the Company or any of its Affiliates any proposal, announcement, statement or request, or offer for or relating to (with or without one or more conditions), either alone or in concert with others, any tender offer, exchange offer, merger, consolidation, acquisition, sale of all or substantially all assets, sale, spinoff, splitoff or other similar separation of one or more business units, business combination, recapitalization, restructuring, reorganization, liquidation, separation, dissolution or similar extraordinary transaction involving the Company or one or more of its direct or indirect subsidiaries and joint ventures or any of their respective securities or assets (each, an “Extraordinary Transaction”), either publicly or in a manner that would reasonably be expected to result in or require public disclosure by the Company or any of the Restricted Persons (it being understood that the foregoing shall not restrict the Restricted Persons from tendering shares, receiving consideration or other payment for shares, or otherwise participating in any Extraordinary Transaction on the same basis as other stockholders of the Company); (vii) make or submit (either publicly or privately) any proposal, announcement, statement or request, either alone or in concert with others, for or with respect to (A) any change in the number or identity of directors of the Company or the filling of any vacancy on the Board other than as provided under Section 1 of this Agreement, (B) any change in the capitalization, capital allocation policy or dividend policy of the Company or sale, spinoff, splitoff or other similar separation of one or more business units, (C) any other change to the Board or the Company’s management or corporate or governance structure, (D) any waiver, amendment or modification to the Company’s Fourth Amended and Restated Certificate of Incorporation or Bylaws, (E) causing the Common Stock to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or (F) causing the Common Stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) knowingly encourage or advise any Third Party or knowingly assist any Third Party in encouraging or advising any other Person with respect to (A) the giving or withholding of any proxy relating to, or other authority to vote, any Voting Securities or (B) conducting any type of referendum relating to the Company (including for the avoidance of doubt with respect to the Company’s management or the Board), other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter, or as otherwise expressly permitted by this Agreement; (ix) form, join, knowingly encourage or knowingly participate in or act in concert with any Group with respect to any Voting Securities, other than solely with Affiliates of the Stockholders with respect to Voting Securities now or hereafter owned by them; (x) enter into any voting trust, arrangement or agreement with respect to any Voting Securities, or subject any Voting Securities to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case other than (A) this Agreement, (B) solely between or among any two or more of the Stockholders and their Affiliates or (C) granting any proxy in any solicitation approved by the Board and consistent with the recommendation of the Board; (xi) engage in any short sale or any purchase, sale, or grant of any option, warrant, convertible security, share appreciation right, or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than any index fund, exchange-traded fund, benchmark fund or broad basket of securities) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of any of the Company’s securities and would, in the aggregate or individually, result in the Stockholders ceasing to have a Net Long Position in the Company; (xii) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, all or substantially all, voting rights decoupled from the underlying Common Stock held by a Restricted Person; (xiii) institute, solicit or join as a party any litigation, arbitration or other proceeding against or involving the Company, any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Stockholder from (A) bringing litigation against the Company to enforce any provision of this Agreement instituted in accordance with and subject to Section 9, (B) making any counterclaim with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against any Restricted Person, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) exercising statutory appraisal rights or (E) responding to or complying with validly issued legal process; (xiv) make any disclosure, communication, announcement or statement, either publicly or in a manner reasonably likely to result in or require public disclosure, regarding any intent, purpose, submission, or proposal with respect to the Board, the Company, its management, policies, affairs, strategy, operations, or financial results, any of its securities or assets or this Agreement, except in a manner consistent with the Press Release and the other provisions of this Agreement; provided, that this Section 2(c)(xiv) shall not prevent the New Director from disclosing his views privately to the Board. (xv) enter into any negotiation, agreement, arrangement, or understanding (whether written or oral) with any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this Section 2(c); (xvi) enter into or maintain any economic, compensatory or pecuniary agreement, arrangement or understanding (written or oral) with any director of the Company or nominee for director of the Company; provided, that this Section 2(c)(xvi) shall not apply to the New Director for any economic, compensatory or pecuniary agreement, arrangement or understanding (written or oral) entered into and not related to the New Director’s service on the Board; (xvii) advise, knowingly encourage, support, instruct or influence any Person with respect to any of the matters covered by this Section 2 or with respect to the voting or disposition of any securities of the Company at any annual or special meeting of stockholders, except in accordance with Section 1, or seek to do so; or (xviii) make any request or submit any proposal to amend or waive any of the terms of this Agreement (including this subclause), in each case publicly or that would reasonably be expected to result in a public announcement or disclosure of such request or proposal or give rise to a requirement to so publicly announce or disclose such request or proposal; provided, that the restrictions in this Section 2(c) shall terminate automatically upon the earliest of the following: (i) interests any material breach of this Agreement by the Company (including, without limitation, a failure to appoint the New Director in accordance with Section 1(a), a failure to include the New Director in the slate of director nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the 2024 Annual Meeting in accordance with Section 1(b), or a failure to issue the Press Release in accordance with Section 3) upon five (5) Business Days’ written notice by any of the Purchaser’s indebtedness Stockholders to the Company if such breach has not been cured within such notice period, provided that the Stockholders are not in material breach of this Agreement at the time such notice is given or prior to the end of the notice period; (ii) capital stock the Company’s entry into (x) a definitive agreement with respect to any Extraordinary Transaction that, if consummated, would result in the acquisition by any Person or Group of more than 50% of the Purchaser; Voting Securities or assets having an aggregate value exceeding 50% of the aggregate enterprise value of the Company, (by) induce one or encourage more definitive agreements providing for the acquisition by the Company or its subsidiaries of one or more businesses or assets (excluding, for the avoidance of doubt, acquisitions of raw materials, equipment, facilities or other assets in the ordinary course business operations) having an aggregate value exceeding 25% of the aggregate enterprise value of the Company during the Cooperation Period, or (z) one or more definitive agreements providing for a transaction or series of related transactions which would in the aggregate result in the Company issuing to one or more Third Parties at least 20% of the Common Stock (including on an as-converted basis, and including other Voting Securities with comparable voting power) outstanding immediately prior to such issuance(s) (including in a “PIPE”, convertible note, convertible preferred security or similar structure) during the Cooperation Period (provided that securities issued as consideration for (or in connection with) the acquisition of the assets, securities and/or business(es) of another person by the Company or one or more of its subsidiaries shall not be counted toward this clause (z)) and (iii) the commencement of any person to submit tender or exchange offer (by any shareholder proposal Person or Group other than the Stockholders or their Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any Person or Group of more than 50% of the Voting Securities, where the Company files with the SEC a Schedule 14D-9 (or amendment thereto) that does not recommend that its stockholders reject such tender or exchange offer (it being understood that nothing herein will prevent the Company from issuing a “stop, look and listen” communication pursuant to Rule 14a-8 14d-9(f) promulgated by the SEC under the Exchange Act in response to the commencement of any tender or otherwiseexchange offer). Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including the restrictions in this Section 2(c)) will prohibit or restrict any notice of nomination Restricted Person from (I) making any public or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage private statement or influence any person with respect to voting any shares of capital stock of the Purchaser announcement with respect to any matter; Extraordinary Transaction that is publicly announced by the Company or a Third Party, (dII) seek making any factual statement to control comply with any subpoena or influence other legal process or respond to a request for information from any governmental authority with jurisdiction over such Restricted Person, (III) negotiating, evaluating and/or trading, directly or indirectly, in any index fund, exchange traded fund, benchmark fund which may contain or otherwise reflect the governance or policies performance of, but not primarily consist of, securities of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effectCompany, or cause (IV) communicating with the Company privately to any director, the Executive Chairperson of the Board, the Company’s Chief Executive Officer, Chief Financial Officer or participate inGeneral Counsel, and its advisors and employees (in accordance with the Company Policies) regarding any matter, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition privately requesting a waiver of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public Agreement, as long as such private communications with the Purchaser that or requests does not or would not reasonably be reasonably determined expected to trigger require public disclosure obligations for any Party of such communications or any Affiliate of any Party; (g) enter into any arrangements, understandings requests by the Company or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoingRestricted Persons.

Standstill. Each During the Cooperation Period, Politan will not, and will cause its Affiliates and its and their respective Representatives acting on their behalf (collectively with Politan, the “Restricted Persons”) to not, directly or indirectly, without the prior written consent, invitation, or authorization of the SellerCompany or the Board: (i) acquire, BCC or offer or agree to acquire, by purchase or otherwise, or direct any Third Party (as defined below) in the acquisition of record or beneficial ownership of or economic exposure to any Voting Securities (as defined below) or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities, in each case, if such acquisition, offer, agreement or transaction would result in Politan (together with its Affiliates) having beneficial ownership of, or aggregate economic exposure to, more than 15% of the Common Stock outstanding at such time; (ii) (A) call or seek to call (publicly or otherwise), alone or in concert with others, a meeting of the Company’s stockholders or act by written consent in lieu of a meeting (or the setting of a record date therefor), (B) seek, alone or in concert with others, election or appointment to, or representation on, the Board, or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, except as expressly set forth in Section 1, (C) make or be the proponent of any stockholder proposal to the Company or the Board or any committee thereof, (D) seek, alone or in concert with others (including through any “withhold” or similar campaign), the removal of any member of the Board or (E) conduct a referendum of stockholders of the Company; (iii) make any request for stock list materials or other books and records of the Company or any of its subsidiaries under Section 220 of the Delaware General Corporation Law (including any stockholder demand pursuant to Section 220(c) thereunder) or any other statutory or regulatory provisions providing for stockholder access to books and records; provided that nothing in this Agreement shall restrict ▇▇. ▇▇▇▇▇▇’▇ agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary rights as a director of the date hereof Company under Section 220(d) of the Delaware General Corporation Law; (iv) engage in any “solicitation” (as such term is used in the “Restricted Period”), it or he will not, and it or he will cause each of such person’s Affiliates proxy rules promulgated under the Exchange Act (as defined below)) of proxies or consents with respect to the election or removal of directors of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Rule 12b-2 (“Rule 12b-2”) Instruction 3 to Item 4 of Schedule 14A promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act) in any such solicitation of proxies or consents; (v) make or submit to the Company or any of its Affiliates (or knowingly encourage or advise any Third Party to make or submit) any proposal for, or offer of (with or without conditions), includingeither alone or in concert with others, without limitationany tender offer, agents exchange offer, merger, consolidation, acquisition, business combination, recapitalization, restructuring, liquidation, dissolution, sale or other persons acting disposition of a material asset or business or similar extraordinary transaction involving the Company (including its subsidiaries and joint ventures or any of their respective securities or assets) (each, an “Extraordinary Transaction”) either publicly or in a manner that would reasonably be expected to require public disclosure by the Company or any of the Restricted Persons (it being understood that the foregoing shall not restrict the Restricted Persons from tendering shares, receiving consideration or other payment for shares, or otherwise participating in any Extraordinary Transaction on its the same basis as other stockholders of the Company); (vi) make any public proposal with respect to (A) any change in the number or his behalf not identity of directors of the Company or the filling of any vacancies on the Board other than as provided under Section 1 of this Agreement, (B) any change in the capitalization, capital allocation policy or dividend policy of the Company, (C) any other change to the Board or the Company’s management, governance or corporate structure, (D) any waiver, amendment or modification to the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time, or Bylaws, (E) causing the Common Stock to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing the Common Stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (vii) knowingly encourage or advise any Third Party or knowingly assist any Third Party in encouraging or advising any other person with respect to (A) the giving or withholding of any proxy relating to, and will use commercially reasonable efforts or other authority to cause its vote, any Voting Securities, or his respective Associates (B) conducting any type of referendum relating to the Company, other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter, or as otherwise specifically permitted under this Agreement; (viii) form, join or act in concert with any “group,” as defined in Rule 12b-2Section 13(d)(3) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness Exchange Act, with respect to any Voting Securities, other than solely with Affiliates of Politan with respect to Voting Securities now or (ii) capital stock of the Purchaserhereafter owned by them; (bix) induce enter into a voting trust, arrangement or encourage agreement with respect to any Voting Securities, or subject any Voting Securities to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case other than (A) this Agreement (B) solely with Affiliates of Politan or (C) granting proxies in solicitations approved by the Board; (x) institute or solicit or join as a party any litigation (except to join as a member of any class action for the sole purpose of receiving the proceeds or other compensation set forth in subclause (F) of this Section 2(c)(x)), arbitration or other proceeding against or involving the Company or any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Restricted Person from (A) bringing litigation against the Company to enforce any provision of this Agreement instituted in accordance with and subject to Section 10, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against a Restricted Person, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) exercising statutory appraisal rights, (E) responding to or complying with validly issued legal process, or (F) receiving proceeds or other compensation as a result of being a member of a class in a class action brought by another stockholder of the Company; (xi) enter into any negotiations, agreements, arrangements, or understandings (whether written or oral) with any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this Section 2(c); or (xii) make any request or submit any proposal to amend or waive the terms of this Agreement (including this subclause), in each case publicly or which would reasonably be expected to result in a public announcement or disclosure of such request or proposal. The restrictions in this Section 2(c) shall terminate automatically upon the earliest of the following: (A) any material breach of this Agreement by the Company (including a failure to appoint ▇▇. ▇▇▇▇▇▇ to the Board in accordance with Section 1(a) or to issue the Press Release in accordance with Section 4 upon five (5) business days’ written notice by Politan to the Company) if such breach has not been cured within such notice period, provided that Politan is not in material breach of this Agreement at the time such notice is given or prior to the end of the notice period; (B) the Company’s entry or announcement of future entry into a definitive agreement with respect to any Extraordinary Transaction that would result in the acquisition by any person to submit or group of more than 50% of the Voting Securities or assets having an aggregate value exceeding 50% of the aggregate enterprise value of the Company; and (C) the commencement of any shareholder proposal tender or exchange offer (by any person or group other than Politan or its Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any person or group of more than 50% of the Voting Securities, where the Company files with the SEC a Schedule 14D-9 (or amendment thereto) that does not recommend that its stockholders reject such tender or exchange offer (it being understood that nothing herein will prevent the Company from issuing a “stop, look and listen” communication pursuant to Rule 14a-8 14d-9(f) promulgated by the SEC under the Exchange Act in response to the commencement of any tender or otherwiseexchange offer). Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the restrictions in this Section 2(c)), Politan shall not be prohibited or restricted from: (A) making any public or any notice of nomination private statement or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser announcement with respect to any matter; Extraordinary Transaction that is publicly announced by the Company or a Third Party that is party to such Extraordinary Transaction; (dB) seek to control or influence communicating privately with the governance or policies Board, any member of senior management of the Purchaser; Company (eincluding the Company’s Chief Executive Officer, Chief Financial Officer, and General Counsel) effect or seek any director of the Company regarding any matter, so long as any such communication would not reasonably be expected to effect require any public disclosure of such communications by Politan or its Affiliates, the Company or its Affiliates or any third party (including, without limitation, so long as such process or request did not arise as a result of discretionary acts by entering into any discussions, negotiations, agreements or understandings Restricted Person); (C) making any factual statement to comply with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition subpoena or other business combination involving the Purchaser legal process or respond to a request for information from any governmental authority with jurisdiction over such person from whom information is sought; (D) privately requesting a waiver of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public as long as such private communications with the Purchaser that or requests would not reasonably be reasonably determined expected to trigger require public disclosure obligations for any Party of such communications or any Affiliate of any Party; (g) enter into any arrangements, understandings requests by the Company or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoingRestricted Persons; or or (hE) take privately communicating to Politan’s or cause its controlled Affiliates’ investors or induce others potential investors regarding the Company; provided that any such communications to take any action inconsistent investors or potential investors (1) are subject to reasonable confidentiality obligations of such investors or potential investors and are not reasonably expected to be publicly disclosed and (2) are not made with an intent to circumvent any of the foregoingrestrictions in this Agreement or otherwise in bad faith.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during During the period beginning commencing on the date hereof Effective Date and ending on the fourth earliest of: (4thi) anniversary the Standstill Termination Date (as defined below), (ii) the date on which any Third Party unaffiliated with Purchaser commences a tender offer or exchange offer for more than 50% of the Company’s outstanding Common Stock, and (iii) the date hereof the Company publicly announces its intent to consummate a Change of Control (the “Restricted Standstill Period”), it neither the Purchaser nor any of Purchaser’s Representatives will, in any manner, directly or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not toindirectly: (a) acquiremake, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, initiate or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of beneficial ownership, directly or indirectly, of any material assets or businesses securities of the Purchaser Company or any securities of its subsidiariesany subsidiary of the Company other than as contemplated in Section ‎1.1, (ii) any acquisition of any assets of the Company or any assets of any subsidiary of the Company, (iii) any tender offer or offer, exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company or any subsidiary of the Company, or involving any securities or assets of the Company or any securities or assets of any subsidiary of the Company or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the SEC) or consents with respect to any securities of the Company; provided that any investment in third-party mutual funds or other similar passive investment vehicles that hold interests in securities of the Company or any of its subsidiaries shall not be taken into account for the purpose of this subparagraph; (b) form, join or participate in a “group” (as defined in the Exchange Act and the rules promulgated thereunder) with respect to the Purchaser or beneficial ownership of any securities of its subsidiariesthe Company; (fc) make any requestact, submit any proposal alone or disclose any intent in concert with others, to seek to control or obtain influence the management, the Board of Directors or policies of the Company; (d) take any waiver, consent underaction that might require the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this Section ‎6.4; (e) agree or offer to take, or any amendment encourage or propose (publicly or otherwise) the taking of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined action referred to trigger public disclosure obligations for any Party or any Affiliate of any Party; in clause “(g) enter into any arrangementsa)”, understandings or agreements “(whether written or oral) withb)”, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoing.“

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during During the period beginning that begins on the date hereof Effective Date and ending ends on the fourth (4th) fifth anniversary of the such date hereof (the “Restricted Standstill Period”), it except with the prior written consent of the other Party or he as contemplated by this Agreement, the Asset Purchase Agreement, the Clinic Operating Agreement, the Pharmacy Master License Agreement, or the Pharmacy Master Lease Agreement, each Party will not, and it or he will cause each of such person’s its Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its in any manner, directly or his respective Associates (as defined indirectly, either alone or in Rule 12b-2) not toconcert with others: (a) acquire, offer or agree, offer, seek or propose to acquire or agree to acquire, directly or indirectlycause to be acquired (by merger, by purchase tender offer, purchase, statutory share exchange, joint venture or otherwise), ownership (including any beneficial ownership as defined in Rule 13d‑3 under the Securities Exchange Act of any (i1934, as amended) interests in of any of the Purchaserother Party’s indebtedness assets (other than acquisitions in the ordinary course of business or (iithat are being discussed by the Parties as of the Effective Date) capital or of any voting stock of the Purchaserother Party; (b) induce agree, offer, seek or encourage any person propose to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act merge or otherwise) consolidate with, or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering enter into any discussions, negotiations, agreements business combination or understandings with any third person), offer or propose (whether publicly or otherwise) to effectjoint venture with, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other similar extraordinary transaction involving, the other Party or any of the other Party’s Affiliates (any such transaction contemplated by clause (a) or this clause (b), a “Transaction”); (c) seek or propose to influence or control the management or policies of the other Party or to obtain representation on the other Party’s board of directors, or solicit, or participate in the solicitation of, proxies or consents with respect to any voting securities of the Purchaser other Party in connection with the election of directors or any of its subsidiariesother matter; (fd) make any request, submit public announcement with respect to any proposal of the foregoing or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, take any other person for action that might require that the purpose of engaging, or offering or proposing to engage, in other Party make a public announcement regarding any of the foregoing; or (he) take enter into any discussions, negotiations, arrangements or cause or induce others understandings with any third party with respect to take any action inconsistent with any of the foregoing. The provisions of this Section 15.3 shall terminate with respect to either Party upon any of: (x) the public announcement by the other Party that it has entered into a definitive agreement providing for a Transaction or (y) the commencement of any tender offer or exchange offer by any person, entity or group that is not opposed by the other Party’s board of directors and that, if consummated in accordance with its terms, would result in such person, entity or group beneficially owning 50% or more of the voting securities of the other Party immediately following the consummation of such tender or exchange offer. It is understood and agreed that a request from one Party to the other Party seeking the written consent referred to above shall not, in and of itself, be a violation or breach of this Section 15.3.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during During the period beginning starting on the date hereof and ending on of this Agreement until the fourth Expiration Date (4th) anniversary of the date hereof (such period, the “Restricted Cooperation Period”), it or he each Investor will not, and it or he will cause each of such person’s its controlling and controlled (and under common control) Affiliates and its and their respective representatives acting on their behalf (as defined in Rule 12b-2 (collectively with the Investors, the “Rule 12b-2Restricted Persons”) promulgated to not, directly or indirectly, without the prior consent, invitation, or authorization by the Securities and Exchange Commission (Company or the “SEC”) under the Exchange Act)Board, includingin each case, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not towriting: (a) acquire, or offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, or direct any Third Party (as defined below) in the acquisition of record or beneficial ownership of any Voting Securities (ias defined below) interests or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities, in each case, if such acquisition, offer, agreement or transaction would result in the Investors (together with their Affiliates) having beneficial ownership of more than 9.9%, or aggregate economic exposure to more than 15%, of the PurchaserCompany’s indebtedness or (ii) capital common stock of the Purchaseroutstanding at such time; (b) induce (A) call or encourage any person seek to submit any shareholder proposal call (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act publicly or otherwise) ), alone or any notice of nomination or other business for consideration at in concert with others, a meeting of the Company’s shareholders (or the setting of a record date therefor), (B) seek, alone or in concert with others, election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, except as expressly set forth in paragraph 4 of this Agreement, (C) make or be the proponent of any shareholder proposal to the Company or the Board or any committee thereof, (D) seek, alone or in concert with others (including through any “withhold” or similar campaign), the removal of any member of the Board or (E) conduct a referendum of shareholders of the PurchaserCompany; provided that nothing in this Agreement will prevent the Investors or their Affiliates from taking actions in furtherance of identifying any Replacement New Director pursuant to paragraph 4, as applicable; (c) advise, encourage make any request for shareholder lists or influence any person with respect to voting any shares of capital stock other books and records of the Purchaser with respect Company or any of its subsidiaries under any statutory or regulatory provisions providing for shareholder access to any matterbooks and records of the Company or its Affiliates; (d) seek engage in any “solicitation” (as such term is defined under the Exchange Act (as defined below)) of proxies with respect to control the election or influence the governance or policies removal of directors of the PurchaserCompany or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies or consents; (e) effect make or seek submit to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser Company or any of its subsidiariesAffiliates any proposal for, or offer of (ii) with or without conditions), either alone or in concert with others, any tender offer or offer, exchange offer, merger, acquisition consolidation, acquisition, sale of all or other substantially all assets, business combination involving the Purchaser or any of its subsidiaries or (iii) any combination, recapitalization, restructuring, liquidation, dissolution or other similar extraordinary transaction with respect to involving the Purchaser Company (including its subsidiaries and joint ventures or any of its subsidiariestheir respective securities or assets) (each, an “Extraordinary Transaction”) either publicly or in a manner that would reasonably require public disclosure by the Company or any of the Restricted Persons (it being understood that the foregoing shall not restrict the Restricted Persons from tendering shares, receiving consideration or other payment for shares, or otherwise participating in any Extraordinary Transaction on the same basis as other shareholders of the Company); (f) make any requestpublic proposal with respect to (A) any change in the number, submit term or identity of directors of the Company or the filling of any proposal vacancies on the Board other than as provided under paragraph 4 of this Agreement, (B) any change in the capitalization, capital allocation policy or disclose dividend policy of the Company, (C) any intent other change to seek the Board or obtain the Company’s management or corporate or governance structure, (D) any waiver, consent underamendment or modification to the Company’s Articles of Incorporation or Code of Regulations, (E) causing the Company’s common stock to be delisted from, or to cease to be authorized to be quoted on, any amendment ofsecurities exchanges, or (F) causing the Company’s common stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (g) knowingly encourage or advise any Third Party or knowingly assist any Third Party in encouraging or advising any other person with respect to (A) the giving or withholding of any proxy relating to, or other authority to vote, any Voting Securities, or (B) in conducting any type of referendum relating to the Company (including for the avoidance of doubt with respect to the Company’s management or the Board) (other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter, or as otherwise specifically permitted by this Agreement); (h) form, join or act in concert with any “group” as defined in Section 13(d)(3) of the Exchange Act, with respect to any Voting Securities, other than solely with Affiliates of the Investors with respect to Voting Securities now or hereafter owned by them; (i) enter into a voting trust, arrangement or agreement with respect to any Voting Securities, or subject any Voting Securities to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case other than (A) this Agreement (B) solely with Affiliates of the Investors or (C) granting proxies in solicitations approved by the Board; (j) engage in any short sale or any purchase, sale, or grant of any option, warrant, convertible security, share appreciation right, or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than any index fund, exchange traded fund, benchmark fund or broad basket of securities) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of any of the securities of the Company and would, in the aggregate or individually, result in the Investors ceasing to have a “net long position” in the Company; (k) sell, offer, or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying common stock of the Company held by a Restricted Person to any Third Party; (l) institute, solicit or join as a party any litigation, arbitration or other proceeding against or involving the Company or any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Restricted Person from (A) bringing litigation against the Company to enforce any provision of this Agreement other than through non-public communications instituted in accordance with and subject to paragraph 20, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Purchaser Company or its Affiliates against a Restricted Person, (C) bringing bona fide commercial disputes that would do not be reasonably determined relate to trigger public disclosure obligations for any Party the subject matter of this Agreement, (D) exercising statutory appraisal rights, or any Affiliate of any Party(E) responding to or complying with validly issued legal process; (gm) enter into any negotiations, agreements, arrangements, or understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, with any other person for Third Party to take any action that the purpose of engaging, or offering or proposing Restricted Persons are prohibited from taking pursuant to engage, in any of the foregoingthis paragraph 9; or (hn) take make any request or cause submit any proposal to amend or induce others waive the terms of this Agreement (including this subclause), in each case publicly or which would reasonably be expected to take result in a public announcement or disclosure of such request or proposal; provided, that the restrictions in this paragraph 9 shall terminate automatically upon the earliest of the following: (i) any action inconsistent material breach of this Agreement by the Company (including, without limitation, a failure to appoint the New Directors in accordance with paragraph 1, a failure to appoint a Replacement New Director in accordance with paragraph 4, a failure to form the Review Committee in accordance with paragraph 2, or a failure to issue the Press Release in accordance with paragraph 11) upon five (5) business days’ written notice by any of the foregoingInvestors to the Company if such breach has not been cured within such notice period, provided that the Investors are not in material breach of this Agreement at the time such notice is given or prior to the end of the notice period; (ii) the Company’s entry into (x) a definitive agreement with respect to any Extraordinary Transaction that, if consummated, would result in the acquisition by any person or group of more than 50% of the Voting Securities or assets having an aggregate value exceeding 50% of the aggregate enterprise value of the Company (excluding any assets being sold by the Company in accordance with the results of the review conducted by the Review Committee described in paragraph 2 hereof), (y) one or more definitive agreements providing for the acquisition by the Company or its subsidiaries of one or more businesses or assets having an aggregate value exceeding 25% of the aggregate enterprise value of the Company during the Cooperation Period, or (z) one or more definitive agreements providing for a transaction or series of related transactions which would in the aggregate result in the Company issuing to one or more Third Parties at least 10% of the common stock of the Company (including on an as-converted basis, and including other Voting Securities with comparable voting power) outstanding immediately prior to such issuance(s) (including in a PIPE, convertible note, convertible preferred security or similar structure) during the Cooperation Period (provided that securities issued as consideration for (or in connection with) the acquisition of the assets, securities and/or business(es) of another person by the Company or one or more of its subsidiaries shall not be counted toward this clause (z)) and (iii) the commencement of any tender or exchange offer (by any person or group other than the Investors or their Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any person or group of more than 50% of the Voting Securities, where the Company files with the SEC a Schedule 14D-9 (or amendment thereto) that does not recommend that its shareholders reject such tender or exchange offer (it being understood that nothing herein will prevent the Company from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act in response to the commencement of any tender or exchange offer). Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including but not limited to the restrictions in this paragraph 9) will prohibit or restrict any of the Restricted Persons from (A) making any public or private statement or announcement with respect to any Extraordinary Transaction that is publicly announced by the Company or a Third Party, (B) making any factual statement to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over such person from whom information is sought (so long as such process or request did not arise as a result of discretionary acts by any Restricted Person), (C) 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, (D) negotiating, evaluating and/or trading, directly or indirectly, in any index fund, exchange traded fund, benchmark fund or broad basket of securities which may contain or otherwise reflect the performance of, but not primarily consist of, securities of the Company or (E) communicating with the Company privately in accordance with paragraph 10.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ Receiving Party agrees that, during for a period of 15 months from the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the Effective Date, unless a “Restricted Period”), it or he will not, and it or he will cause each of such person’s Affiliates Significant Event” (as defined below) shall have occurred or Receiving Party shall have been specifically invited in Rule 12b-2 (“Rule 12b-2”) promulgated writing by the Securities and Exchange Commission (the “SEC”) under the Exchange Act)Aspect, includingneither Receiving Party nor any of its affiliates shall in any manner, without limitation, agents directly or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not toindirectly: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person)seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, in or in any way advise, assist or facilitate encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in in, (i) any acquisition of any material securities (or beneficial ownership thereof) or assets or businesses of the Purchaser or any of its subsidiaries, Aspect; (ii) any tender offer or exchange offer, merger, acquisition merger or other business combination involving the Purchaser or any of its subsidiaries or Aspect; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Aspect; or (iv) any “solicitation” of “proxies” (as such terms are used in the Purchaser proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of its subsidiariesAspect; (fb) make form, join or in any requestway participate in a “group” (as defined under the Exchange Act) with respect to any securities of Aspect; (c) otherwise act, submit any proposal alone or disclose any intent in concert with others, to seek to control or obtain influence the management, Board of Directors or policies of Aspect; (d) take any waiveraction that could reasonably be expected to require Aspect to make a public announcement regarding any of the types of matters set forth in paragraph (a) above; or (e) enter into any discussions or arrangements with any person with respect to any of the foregoing. Receiving Party also agrees during such period not to request Aspect (or its Representatives), consent underdirectly or indirectly, to amend or any amendment of, waive any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; section (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoingincluding this sentence).

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ Recipient agrees that, during the period beginning on prior to one year after the date hereof hereof, Recipient will not (and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”)will ensure that its affiliates that control, are controlled by or are under common control with it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) rules under the Exchange Act) and any person acting on behalf of or in concert with Recipient or any controlled affiliate will not), including, without limitation, agents alone or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquirewith others, directly or indirectly, take any of the following actions unless Recipient is first invited in writing by the Board of Directors of Vertex to make such action: a. Purchase or otherwise acquire (or enter into any agreement or make any proposal to purchase or otherwise, otherwise acquire) record or beneficial ownership of any securities (i) interests in any which, for purposes of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advisethis Agreement, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (includingincludes, without limitation, by entering indebtedness) of Vertex, any warrant or option to purchase such securities, any security convertible into or exchangeable for any discussions, negotiations, agreements such securities or understandings with any third person), offer other right to acquire such securities; b. Propose to Vertex or propose (whether publicly or otherwise) to effectits security holders, or cause make any announcement with respect to, any Transaction between Recipient, any of its affiliates or participate inRecipient and any other person, on the one hand, and Vertex or any of its security holders, on the other hand, or in involving Vertex or any way assist of its securities or facilitate any other person to effect security holders; c. Effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material the assets or businesses of the Purchaser Vertex or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition merger or other business combination involving the Purchaser Vertex or any of its subsidiaries subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser Vertex or any of its subsidiaries; d. Seek to control or influence Vertex, its management, Board of Directors (fincluding without limitation by affecting the composition of the Board of Directors) make any requestor policies through the solicitation of proxies, submit any proposal or disclose any intent to seek or obtain any waiver, consent underconsents, or otherwise or make or in any amendment ofparticipate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of securities of Vertex; e. Seek to advise or influence any person with respect to the voting of securities of Vertex; f. Assist, advise, encourage, or provide any information or financing to any other persons seeking to acquire, directly or indirectly, control of Vertex, its management, Board of Directors, policies, securities, business or assets; g. Make any request to waive, amend or terminate any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined or to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others permit Recipient to take any action inconsistent prohibited herein; or h. Take any initiative with respect to Vertex or its subsidiaries which could require Vertex to make a public announcement regarding any such prohibited initiative or action referred to in this Section. Notwithstanding the foregoing, (i) if any third party that is not an affiliate of Recipient publicly makes (x) a tender or exchange offer or other bona fide offer (including an offer for a privately negotiated transaction) to acquire directly or indirectly securities of Vertex under circumstances such that, immediately after such acquisition, such third party would beneficially own more than 15% of any class of such securities, or (y) a proposal or offer for a merger, consolidation or other business combination directly or indirectly involving Vertex or a proposal or offer to acquire directly or indirectly all or substantially all of the foregoingassets of Vertex (any proposal or offer referred to in clauses (x) or (y) being herein called a "Business Combination Proposal"), which Business Combination Proposal is either (A) not withdrawn or terminated within five days after such Business Combination Proposal is made or (B) accepted by the Board of Directors of Vertex, the restrictions set forth in this Section shall not be deemed to preclude Recipient from making a Business Combination Proposal; provided that the restrictions set forth in this Section shall again be applicable in accordance with their terms upon the withdrawal or termination of the original Business Combination Proposal or the rejection thereof by the Board of Directors of Vertex, except to the extent Recipient has previously publicly announced a Business Combination Proposal as permitted by this sentence.

Standstill. Each Party hereby acknowledges that the Evaluation Material is being furnished to it in consideration of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the its agreement that for a period beginning on of 1.5 years from the date hereof such Party will not (and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”such Party will not assist, provide or arrange financing to or for others or encourage others to), it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by purchase the Board of Directors of the other Party: (i) acquire or otherwiseagree, offer, seek or propose to acquire (or request permission to do so), ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any (i) interests in any of the Purchaser’s indebtedness assets or (ii) capital stock businesses of the Purchaser; (b) induce other Party or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated securities issued by the SEC under the Exchange Act or otherwise) other Party, or any notice of nomination rights or other business for consideration at options to acquire such ownership (including from a meeting of the shareholders of the Purchaser; third party), or make any public announcement (cor request permission to make any such announcement) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; of the foregoing; (dii) seek or propose to influence or control the management or influence the governance or policies of the Purchaser; other Party or to obtain representation on the Board of Directors of the other Party, or solicit, or participate in the solicitation of, any proxies or consents with respect to any securities of the other Party, or make any public announcement with respect to any of the foregoing or request permission to do any of the foregoing; (eiii) effect or seek take any action which might require the other Party to effect make a public announcement regarding the types of matters set forth in (including, without limitation, by entering i) and (ii) above in this sentence; (iv) enter into any discussions, negotiations, agreements arrangements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction party with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or or (hv) take seek to have the other Party amend or waive any provision of this Section; provided that the foregoing shall not prohibit any Sears employee pension fund or trust (a "Sears Fund") from acquiring any equity securities of the Company so long as (x) such acquisition is in the ordinary course of business and consistent with past practice of such fund or trust and not with the intention of obtaining or exercising control over the Company, (y) such fund or trust does not directly or indirectly beneficially own (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) 5 or more percent of any equity security of any class of the Company and (z) such acquisition does not cause or induce others in any way result in any obligation or requirement of either Party to take make any action inconsistent with disclosure contemplated to be prohibited by this Agreement, including pursuant to section 2(c), without taking into account any exception for disclosure required by law or by any applicable stock exchange rules and regulations. Each Party represents to the other Party that neither it nor any of its affiliates (other than in the foregoingcase of Sears any Sears fund) owns (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) any securities issued by the other Party as of the date hereof.

Standstill. Each Prior to 24 months after the Closing Date (such period, as it may be earlier terminated by Section 6.2.3(i), the Standstill Period), unless and to the extent the Investor or any of its Affiliates shall have been specifically invited in writing by the Issuer (or other body or executive with authority to make such determination on behalf of the SellerIssuer), BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during including in connection with the period beginning on the date hereof and ending on the fourth (4th) anniversary procedures set forth in Section 16.2.1 of the date hereof Collaboration and License Agreement, neither the Investor nor any of its Affiliates shall: (the “Restricted Period”)i) make, it effect, initiate, cause or he will not, and it or he will cause each participate in (A) any acquisition of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any voting securities of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (Issuer other than pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiariesTransactions, (iiB) any tender offer or offer, exchange offer, merger, acquisition business combination, recapitalization, reorganization, restructuring, liquidation or other business combination dissolution involving the Purchaser Issuer or any securities of its subsidiaries the Issuer or (C) any “solicitation” of “proxies” (as those terms are used in Regulation 14A of the U.S. Securities Exchange Act of 1934 (the Exchange Act) and the rules promulgated thereunder) or shareholder written consents with respect to any securities of the Issuer; (ii) form, join or participate in a “group” (as defined in the Exchange Act and the rules promulgated thereunder) with respect to the beneficial ownership of any voting securities of the Issuer in excess of the amounts permitted under subclause (i)(A); (iii) act, alone or in concert with others, to seek to control the management or Board of Directors of the Issuer; (iv) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in clause (i), (ii), or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party sentence; (v) induce or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, knowingly encourage any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others entity to take any action inconsistent with any of the foregoingtype referred to in clause (i), (ii), (iii), or (iv) of this sentence; or (vi) publicly request or propose that the Issuer amends, waives or considers the amendment or waiver of any provision set forth in this standstill provision.

Standstill. (a) Each of the Seller, BCC S-P and ▇▇. ▇▇▇▇▇▇▇ M agrees and acknowledges that, during for the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Standstill Period”), it or he will not, and it or he will cause each of such person’s Affiliates its affiliates (as currently defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, Act and will use commercially reasonable efforts to cause its or his respective Associates (as defined in under current law interpreting Rule 12b-2) not will not, (and neither it nor any such affiliates will assist, facilitate, provide or arrange financing to or for others or encourage others to: (a) acquire, offer or propose to acquire or agree to acquire), directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by purchase the Board of Directors of the other party: (i) acquire or otherwiseagree, offer, seek or propose to acquire (or request permission to do so), ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any (i) interests in any of the Purchaser’s indebtedness assets or businesses of the other party or any securities issued by the other party, or any rights or options to acquire such ownership (including from a Third Party), other than de minimus acquisitions of securities which are disposed of in the public market promptly, (ii) capital stock seek or propose to influence or control (publicly or otherwise) the management or the policies of the Purchaser; other party or to obtain representation on the other party's Board of Directors, or "solicit," or participate in any "solicitation" of, any "proxies" or "consents" (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC as such terms are defined in Regulation 14A under the Exchange Act or otherwiseAct) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter;securities of the other party, (diii) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering enter into any discussions, negotiations, agreements arrangements or understandings with any third personparty with respect to any of the provisions of this Section 9.9, (iv) seek to amend, modify or supplement this Section 9.9 or seek to have the other party or its Affiliates waive or relinquish any of the restrictions of this Section 9.9, (v) seek or request permission to do any of the foregoing or make or seek permission to make any public announcement with respect to any of the provisions of this Section 9.9, or (vi) take any action which would result in or would reasonably be expected to result in the other party making a public announcement regarding any of the provisions of this Section 9.9. (b) Notwithstanding the provisions of Section 9.9(a), offer in the event that the Board of Directors of M or propose (whether publicly or otherwise) S-P resolves to effect, or cause or participate engage in, or in any way assist or facilitate any other person engages in, a process designed for such party to effect or seeksolicit offers relating to transactions which, offer or propose (whether publicly or otherwise) to effect or participate in if consummated, would constitute (i) any acquisition a Business Combination involving a sale of any material assets all or businesses substantially all the Outstanding Voting Securities of M or S-P, as the Purchaser case may be, for consideration consisting of at least 80% cash and/or non-voting securities, or any of its subsidiaries, (ii) any tender offer a Business Combination that directly results in a shift of direct and indirect majority voting control from the public shareholders of M or exchange offerS-P, mergeras the case may be, acquisition to a single shareholder or other business combination involving "group" of shareholders (as defined in Regulation 13D), then the Purchaser or any provisions of its subsidiaries or (iiiSection 9.9(a) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect shall be deemed to be waived solely to the Purchaser extent necessary to permit the other party to participate in such process on terms and conditions at least as favorable to such other party as those offered to the other participants in such process until such time, if any, as the Board of Directors of M or any of its subsidiaries; (f) make any requestS-P, submit any proposal as the case may be, terminates, rescinds or disclose any intent allows such process to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoinglapse.

Standstill. Each of Subject to Section 6.3, the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ Investor hereby agrees that, during without the period beginning on the date hereof and ending on the fourth (4th) anniversary prior approval of the date hereof (Company, the “Restricted Period”), it or he will Investor shall not, and it shall not permit any controlled Affiliate to, (except as contemplated by this Agreement or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated approved or invited by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to:Company): (a) acting alone or with others, acquire, offer or propose to acquire acquire, or agree to acquire, directly or indirectly, by purchase purchase, merger, business combination or otherwisein any other manner, beneficial ownership any voting equity securities of the Company if, after such acquisition, the Investor, together with its controlled Affiliates, would own more than the Threshold; provided that any investment by the Investor or an Affiliate of the Investor, or any of their respective pension or employee benefit plans, in third-party mutual funds or other similar passive investment vehicles that hold interests in securities of the Company or any of its Affiliates shall not be taken into account for the purpose of this subparagraph (a) or otherwise prohibited by this Section 6.1 (provided that, neither the Investor nor any of its controlled Affiliates shall request or direct that the trustee or other administrator of any (i) interests in any such plans, funds or other similar passive investment vehicles acquire equity securities of the Purchaser’s indebtedness or (ii) capital stock of the PurchaserCompany); (b) induce or encourage engage in any person to submit any shareholder proposal “solicitation” of “proxies” (pursuant to Rule 14a-8 as such terms are used in the rules promulgated by the SEC under the Exchange Act or otherwiseCommission) or to vote any notice of nomination or other business for consideration at a meeting voting equity securities of the shareholders Company, or seek to advise or influence any Person with respect to the voting of any voting equity securities of the PurchaserCompany (other than in connection with the election of the Investor Designee); (c) adviseform, encourage join or influence in any person with respect to voting any shares of capital stock way participate in a “group” as defined in Section 13(d)(3) (a “13D Group”) of the Purchaser Exchange Act, in connection with respect any of the foregoing clauses (a) and (b) (other than a 13D Group that includes only the Investor and its Affiliates or that relates to any matterthe Investor Designee); (d) seek to control publicly disclose any intention, plan or influence arrangement inconsistent with the governance or policies of the Purchaser;foregoing clauses (a) through (c); or (e) effect or seek to effect (including, without limitation, by entering enter into any discussions, negotiations, agreements agreement or understandings any arrangement with any third personother Person in connection with intentionally facilitating any transaction that is restricted by clauses (a) through (c); provided that, offer notwithstanding anything in this Agreement to the contrary, (x) the Investor and its Affiliates shall not be prohibited or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in restricted from making (i) any acquisition confidential offers or proposals to the Company’s board of directors or engaging in negotiation or discussions with the Company with respect thereto or (ii) any confidential request for the Company or its board of directors to waive, amend or provide a release of any material assets provision of this Section 6.1 (whether or businesses not in connection with such offer or proposal), (y) the Investor and its Affiliates may vote their shares of Common Stock in any manner they wish and (z) the provisions of this Section 6.1 shall not, and are not intended to, (i) restrict the manner in which any Investor Designee may (A) vote on any matter submitted to the Company’s board of directors, (B) participate in deliberations or discussions of the Purchaser Company’s board of directors (including making suggestions or raising issues to the Company’s board of directors) in his or her capacity as a member of the Company’s board of directors, or (C) take actions required by his or her exercise of legal duties and obligations as a member of the Company’s board of directors or refrain from taking any action prohibited by his or her legal duties and obligations as a member of its subsidiariesthe Company’s board of directors, (ii) prohibit or restrict the Investor or its Affiliates from responding to any tender offer or exchange offer, merger, acquisition or other business combination involving inquiries from any stockholders of the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction Company as to such Person’s intention with respect to the Purchaser voting or the tendering of its Common Stock, (iii) restrict the Investor or its Affiliates from taking any action they deem necessary to cause the Investor Designee to be elected to the Company’s board of directors or any of its subsidiaries; (f) make any request, submit any proposal committee thereof or disclose any intent to seek causing or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with effecting the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any issuance and acquisition of the foregoing; or Additional Shares, (hiv) take prohibit the Investor or cause its Affiliates from acquiring Company Securities issued by way of a Stock Event or induce others which are issued to take any action inconsistent its directors, (v) prohibit the Investor or its Affiliates from selling their shares of Common Stock or (vi) prohibit the Investor or its Affiliates from complying with any of the foregoingapplicable Law.

Standstill. Each of From and after the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during Closing Date until the period beginning on the date hereof and ending on the fourth (4th) third anniversary of the date hereof Closing Date, unless the prior written consent of the Board of Directors of the Company has been obtained or unless Purchaser and its Affiliates have beneficial ownership (within the “Restricted Period”), it or he will not, and it or he will cause each meaning of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) 13d-3 promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act)) of less than 5% of the Common Stock, including, without limitation, agents or other persons acting on neither Purchaser nor any of its or his behalf not to, and Affiliates will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquireany manner, directly or indirectly, by purchase (a) effect, seek, offer, or propose (whether publicly or otherwise), beneficial ownership of any (i) interests or cause or participate in or in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage way assist any person other Person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) adviseeffect, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (includingseek, without limitationoffer, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of any material assets securities issued by the Company that would result in Purchaser and its Affiliates having beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or businesses more of the Purchaser or any of its subsidiaries, Common Stock; (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or Company; (iii) any recapitalization, restructuring, liquidation, dissolution dissolution, or other extraordinary transaction with respect to the Purchaser Company; or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the SEC) to vote, or refrain from voting, any voting securities issued by the Company or to solicit any consents of the Company’s shareholders; (b) form, join, or in any way participate in a “group” (as defined under the Exchange Act) with respect to any securities issued by the Company or otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors, or policies of the Company; (c) take any action which might require the Company to make a public announcement regarding any of the types of matters set forth in (a) or (b) above; or (d) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Purchaser also agrees during such period not to (x) request that the Company (or its subsidiaries; (f) make any requestdirectors, submit any proposal or disclose any intent to seek or obtain any waiverofficers, consent underemployees, or any amendment ofagents), directly or indirectly, amend or waive any provision of this Agreement other than through non-public communications Section 5.10 (including this sentence) or (y) communicate with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoingCompany’s shareholders.

Standstill. Each of the Seller, BCC Fiat and ▇▇. ▇▇▇▇▇▇▇ General Motors agrees that, during the period beginning on that from and after the date hereof of this Agreement, for so long as each of them owns, directly or indirectly, any shares of Fiat Auto Holdings Common Stock and ending on the fourth (4th) anniversary for a period of the date hereof (the “Restricted Period”)ten years thereafter, it or he will not, not and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf Subsidiaries not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not towithout the prior written consent of the other party: (a) acquire, offer or propose to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership any voting securities or direct or indirect rights to acquire any voting securities of the other party or any Subsidiary thereof, or of any (i) interests successor to or person in any control of the Purchaser’s indebtedness other party, or (ii) capital stock any assets of the Purchaserother party or any Subsidiary or division thereof or of any such successor or controlling person; (b) induce make or encourage in any way participate, directly or indirectly, in any "solicitation" of "proxies" to vote (as such terms are used in the rules of the SEC), or seek to advise or influence any person or entity with respect to submit the voting of any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting voting securities of the shareholders of the Purchaserother party; (c) advise, encourage or influence make any person public announcement with respect to voting to, or submit a proposal for or offer of (with or without conditions), any shares extraordinary transaction involving the other party or any of capital stock of the Purchaser with respect to any matterits securities or assets; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (includingform, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, join or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of a "group" as defined in Regulation 13D-G under the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engageExchange Act, in connection with any of the foregoing; or (he) take request the other party, directly or cause indirectly, to amend or induce others waive any provision of this paragraph. The foregoing standstill provisions in this Section 6.08 shall not apply to take any action inconsistent acquisition, voting, public announcement or proposal with respect to the voting securities or assets of Fiat Auto Holdings or any Subsidiary thereof, or any participation in any "group" (within the meaning of Regulation 13D-G under the Exchange Act) in connection therewith, or any request to amend or waive this sentence after the securities of such entity are listed on a securities exchange or otherwise publicly quoted for trading. Notwithstanding the foregoing, in the event that upon the sale of Fiat Auto Holdings Common Stock or Fiat Auto Common Stock to General Motors pursuant to Section 8.02 or 8.03 Fiat requests payment of the foregoingpurchase price in shares of General Motors Common Stock but receives all or a portion of the purchase price in cash, Fiat may use such cash to acquire additional shares of General Motors Common Stock; provided, however, that after giving effect to any such acquisition, Fiat and its Subsidiaries shall not beneficially own (within the meaning of Regulation 13D-G under the Exchange Act) more than 10% of the outstanding shares of General Motors Common Stock.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period beginning on the date hereof and ending on the fourth (4tha) anniversary As of the date hereof of this Agreement, except as previously disclosed to Transpro in writing, none of Modine or any of its Subsidiaries beneficially owns any Transpro Common Stock or any options or other rights to acquire any such securities (collectively, "Transpro Voting Securities"). From the “Restricted Period”)date of this Agreement until the Effective Time, it or he Modine will not, and it or he will cause each its Subsidiaries not to: (i) propose or publicly announce or otherwise disclose an intent to propose (x) any form of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act)business combination, including, without limitation, agents acquisition or other persons acting on its transaction relating to Transpro, (y) any form of restructuring, recapitalization or his behalf not tosimilar transaction with respect to Transpro, and will use commercially reasonable efforts or (z) any demand, request or proposal to cause its amend, waive or his respective Associates terminate any provision of this Section 6.24(a); (as defined in Rule 12b-2) not to: (aii) acquire, offer or offer, propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any Transpro Voting Securities; (iii) make, propose or in any way participate in, any solicitation of proxies with respect to any such Transpro Voting Securities (including by the execution of action by written consent), become a participant in any election contest with respect to Transpro, seek to influence any Person with respect to any such Transpro Voting Securities or demand a copy of the list of stockholders of Transpro or other books and records of Transpro (except as permitted by Section 6.11); (iv) participate in, propose or encourage the formation of any partnership, syndicate or other group which owns or seeks or offers to acquire beneficial ownership of any such Transpro Voting Securities or which seeks to effect control of Transpro or has the purpose of circumventing any provision of this Section 6.24(a); (iv) interests otherwise act, alone or in concert with others (including by providing financing for another Person), to seek or to offer to control or influence, in any manner, the management, board of the Purchaser’s indebtedness directors, or policies of Transpro; or (iivi) capital stock make any proposal or other communication designed to compel another party to make a public announcement thereof in respect of the Purchaser;any matter referred to in this Section 6.24(a). (b) induce For a period of five years after the date of this Agreement (the "Standstill Period"), except within the terms of a specific written request from Transpro and except as otherwise provided in this Agreement, Modine will not, and will cause its Subsidiaries not to: (i) propose or publicly announce or otherwise disclose an intent to propose (x) any form of business combination, acquisition or other transaction relating to Newco or the Surviving Corporation, (y) any form of restructuring, recapitalization or similar transaction with respect to Newco or the Surviving Corporation, or (z) any demand, request or proposal to amend, waive or terminate any provision of this Section 6.24(b); (ii) acquire, or offer, propose or agree to acquire, by purchase or otherwise, any voting securities of Newco or the Surviving Corporation ("Surviving Corporation Securities"); (iii) make, propose or in any way participate in, any solicitation of proxies with respect to any such Surviving Corporation Securities (including by the execution of action by written consent), become a participant in any election contest with respect to Newco or the Surviving Corporation, seek to influence any Person with respect to any such Surviving Corporation Securities or demand a copy of the list of stockholders of Newco or the Surviving Corporation or other books and records of Newco or the Surviving Corporation; (iv) participate in, propose or encourage the formation of any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination partnership, syndicate or other business for consideration at a meeting group which owns or seeks or offers to acquire beneficial ownership of any such Surviving Corporation Securities or which seeks to effect control of the shareholders other party or has the purpose of circumventing any provision of this Section 6.24(b); (v) otherwise act, alone or in concert with others (including by providing financing for another Person), to seek or to offer to control or influence, in any manner, the Purchaser;management, board of directors, or policies of Newco or the Surviving Corporation; or (vi) make any proposal or other communication designed to compel another party to make a public announcement thereof in respect of any matter referred to in this Section 6.24(b). (c) adviseAs of the date of this Agreement, encourage except as previously disclosed to Modine in writing, none of Transpro or influence any person of its Subsidiaries beneficially owns any Modine Common Stock or any options or other rights to acquire any such securities (collectively, "Modine Voting Securities"). During the Standstill Period, except within the terms of a specific written request from Modine and except as otherwise provided in this Agreement, Transpro will not, and will cause its Subsidiaries not to: (i) propose or publicly announce or otherwise disclose an intent to propose (x) any form of business combination, acquisition or other transaction relating to Modine, (y) any form of restructuring, recapitalization or similar transaction with respect to voting Modine, or (z) any shares demand, request or proposal to amend, waive or terminate any provision of capital stock this Section 6.24(c); (ii) acquire, or offer, propose or agree to acquire, by purchase or otherwise, any Modine Voting Securities; (iii) make, propose or in any way participate in, any solicitation of the Purchaser proxies with respect to any matter;such Modine Voting Securities (including by the execution of action by written consent), become a participant in any election contest with respect to Modine, seek to influence any Person with respect to any such Modine Voting Securities or demand a copy of the list of stockholders of Modine or other books and records of Modine; (iv) participate in, propose or encourage the formation of any partnership, syndicate or other group which owns or seeks or offers to acquire beneficial ownership of any such Modine Voting Securities or which seeks to effect control of Modine or has the purpose of circumventing any provision of this Section 6.24(c); (v) otherwise act, alone or in concert with others (including by providing financing for another Person), to seek or to offer to control or influence, in any manner, the management, board of directors, or policies of Modine; or (vi) make any proposal or other communication designed to compel another party to make a public announcement thereof in respect of any matter referred to in this Section 6.24(c). (d) seek to control or influence the governance or policies The parties hereby agree that, upon execution of this Agreement, their commitments in Section 5 of the Purchaser; (e) effect Confidentiality Agreement will terminate and be of no further force or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoing.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during (a) During the period beginning commencing on the date hereof Closing Date and ending on continuing for one year after the fourth (4th) anniversary of the date hereof Closing Date (the “Restricted Period”), it or he will without the prior written consent of the Partnership, the Partnership Unitholders shall not, shall cause their controlled Affiliates and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will shall use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) their Representatives not to: (a) acquire, offer or propose make any public proposal to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, record or beneficial ownership (within the meaning of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC 13d-3 under the Exchange Act Act), of any additional Common Units or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering enter into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) Person with respect to effectthe foregoing, or knowingly advise, assist or encourage or seek to persuade any other Persons in connection with any of the foregoing; provided, however, that the Partnership Unitholders shall not be deemed to violate this Section 2.02(a) by virtue of being deemed to beneficially own Common Units held by any of their Permitted Assignees. (b) During the Restricted Period without the prior written consent of the Partnership, the Partnership Unitholders shall not, shall cause their controlled Affiliates not to and shall use commercially reasonable efforts to cause their Representatives not to, directly or participate inindirectly: (i) make any public announcement involving the Partnership or any Affiliate of the Partnership with respect to (A) any merger, consolidation, business combination, recapitalization, restructuring or other similar transaction or series of transactions, (B) any issuance of Common Units or (C) any sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Partnership to any Person; (ii) make, or in any way assist participate in, any “solicitation” (as such term is defined in Regulation 14A of the Exchange Act) of proxies or facilitate consents to vote any other person to effect securities of the Partnership under any circumstances in connection with a merger or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of the Partnership, or deposit any material assets or businesses securities of the Purchaser Partnership in a voting trust, grant any proxies to or any subject them to a voting agreement or other agreement of its subsidiaries, similar effect (it is understood and agreed that this clause (ii) shall not -4- US 3699944v.4 prohibit the Partnership Unitholders from voting any tender offer or exchange offer, merger, acquisition or other business combination involving securities of the Purchaser or any of its subsidiaries or Partnership in their sole discretion); (iii) form, join or in any recapitalizationway participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any of securities of the Partnership, restructuringother than a group including solely the Partnership Unitholders and their Permitted Assignees; (iv) disclose any intention, liquidationplan or arrangement to change any of the members of the Board of Directors of the Partnership GP (other than pursuant to their rights hereunder), dissolution any of the executive officers of the Partnership GP or the organizational documents of the Partnership GP, other extraordinary transaction than to the Partnership, directors of the Partnership GP or the Partnership Unitholders and their respective advisors (it is understood and agreed that this clause (iv) shall not prohibit the Partnership Unitholders from voting any securities of the Partnership in their sole discretion); (v) call, request the calling of, or otherwise seek the calling of a special meeting of the unitholders of the Partnership; (vi) seek, alone or in concert with any other Person or Persons, to remove the Partnership GP; (vii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing, or (viii) enter into any discussions, negotiations, agreements or understanding with any Person with respect to the Purchaser foregoing, or knowingly advise, assist, encourage or seek to persuade any other Persons in connection with any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent underthe foregoing, or otherwise take or cause any amendment of, any provision of this Agreement other than through non-public communications action inconsistent with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (hix) take or cause or induce others to take any action inconsistent with seek a waiver of any of the foregoingprovisions of this Section 2.02(b). (c) For the avoidance of doubt, nothing in this Section 2.02 shall limit the ability of the Partnership Unitholders, their Affiliates or any of their respective Representatives from exercising any remedies provided by the Loan Documents or applicable law with respect to any Common Units pledged pursuant to the Loan Documents.

Standstill. Each 3.1 You agree and undertake that, without our prior written consent, until the date falling 9 months after the date of this letter, you will not, and will procure that your Affiliates and any person acting in concert with you or them, will not directly or indirectly: (A) acquire, procure or induce any other person to acquire any interest in the Company’s securities (the “Securities”) or enter into any agreement, arrangement or understanding (whether legally binding or not) or do or omit to do any act as a result of which it or any other person may acquire such an interest in the Securities other than securities issued pursuant to any rights granted in relation to the Securities held by such person on the date of this letter; or (B) initiate, continue or engage discussions, or have any contact or communication of any kind whatsoever in connection with the Proposed Transaction, with any shareholder of the SellerCompany (or encourage any shareholder of the Company to oppose or seek to influence the Company’s strategy or management); or (C) enter into any agreement, BCC arrangement or understanding (whether legally binding or not) which imposes (directly or indirectly) obligations or restrictions on any party to such agreement, arrangement or understanding with respect to the exercise of voting rights attaching to any of the Securities; or (D) enter into any agreement, arrangement, understanding or transaction or do or omit to do any act as a result of which either party or any person acting in concert with it may become obliged (whether under the Code or otherwise) to make any general offer or invitation to acquire any Securities; or (E) enter into any agreement, arrangement or understanding (whether legally binding or not) with any person relating to or in connection with the making by such person (or other person acting in concert with such person) of any offer, invitation or solicitation for any Securities; (F) make any announcement (other than an announcement required to be made in the circumstances referred to in paragraph 5.2) with respect to any offer or potential offer to acquire any shares of the Company, or with respect to any scheme, arrangement or transaction regarding the Company; or (G) announce, or procure or induce any other person to announce, any proposal to do any of the matters referred to in paragraphs 3.1(A) to 3.1(F). 3.2 The restrictions in paragraph 3.1 shall not apply: (A) so as to prevent any of your advisers from taking any action for their own account or the accounts of their customers in the normal course of that person’s investment or advisory business, provided such action is not taken on the instructions of, or otherwise in conjunction with or on your behalf or on behalf of any of your other Authorised Representatives who are in receipt of Confidential Information; or (B) if, at any time, any person (other than you or any person acting in concert with you): (1) makes, or announces a possible offer or a firm intention to make, a general offer, to acquire Securities carrying over 30% of the voting rights (as defined in the Code) in the Company; (2) announces a mandatory offer or incurs a mandatory offer obligation in respect of the Company; or (3) acquires, or announces an intention to acquire, all or substantially all of the undertakings, assets or business of the Company or enters into any other arrangement in each case which, if completed, would be reasonably likely to preclude the Proposed Transaction. (C) if you announce a Rule 9 waiver proposal (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code); or (D) so as to prevent you or any of your Affiliates from acquiring any company which holds or is interested in Securities, except where the principal reason for the purchase is to acquire an interest in the Securities. 3.3 The restrictions in paragraph 3.1(B) shall not apply: (A) from the date that is (a) 10 days after the date that the Company notifies you that (i) the Company is terminating discussions with you in relation to the Proposed Transaction or that (ii) the Company’s board of directors is not minded unanimously to recommend an offer by you to acquire all of the issued and ▇▇. ▇▇▇▇▇▇▇ agrees to be issued shares in the Company at the indicative offer price previously notified by you in writing to the Company prior to the date hereof, or, if earlier (b) 7 days prior to the expiry of any ‘put up or shut up’ period under Rule 2.6(a) of the Code following an announcement by the Company of a possible offer by you to acquire all of the issued and to be issued shares in the Company; or (B) if, on or after the date that is (a) 21 days after the date of this letter, you notify the Company that, during acting reasonably and setting out the grounds on which you have reached such conclusion, you consider that the Company is no longer actively working towards the announcement of a firm intention to make an offer by you to acquire all of the issued and to be issued share capital in the Company and the Company has not within 10 days of such notification taken such steps as you may reasonably request to remedy your concerns, or, if earlier (b) 7 days prior to the expiry of any ‘put up or shut up’ period beginning on under Rule 2.6(a) of the Code following an announcement by the Company of a possible offer by you to acquire all of the issued and to be issued shares in the Company; or other than, in either case, in circumstances where you have notified the Company that you intend to reduce the indicative offer price previously notified by you in writing to the Company prior to the date hereof and ending on provided always that you provide the fourth (4th) anniversary Company with prior written notice of the date hereof (the “Restricted Period”), it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership name of any (i) interests in any shareholder of the Purchaser’s indebtedness Company in advance of any discussions, contact or (ii) capital stock communication of any kind whatsoever in connection with the Proposed Transaction with such shareholder of the Purchaser;Company. (b3.4 For the avoidance of doubt, notwithstanding the provisions of paragraph 2, in the event that the restrictions in paragraph 3.1(B) induce or encourage any person cease to submit any shareholder proposal (pursuant apply in the circumstances set out in paragraph 3.3, nothing in this letter will, subject to Rule 14a-8 promulgated compliance by you with all applicable law and regulations including the SEC under Code and the Exchange Act or otherwise) or any notice UK Market Abuse Regulation, prevent you from discussing the existence of nomination or other business for consideration at a meeting of discussions and negotiations in relation to the Proposed Transaction with shareholders of the Purchaser; Company (c) advise, encourage or influence any person with respect to voting any shares of capital stock of including identifying the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, indicative offer price previously notified by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or you in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect writing to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent Company prior to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoingdate hereof).

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”), it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquireExcept as expressly permitted herein, no Stockholder nor any of its Affiliates shall: (i) effect, agree, seek or make any proposal or offer with respect to, or propose announce any intention with respect to acquire or agree cause or participate in or in any way assist, facilitate or encourage any other Person to acquireeffect or seek, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (ia) any acquisition of Beneficial Ownership of any material assets Shares or any security that is convertible into Shares or any assets, indebtedness or businesses of the Purchaser Company or any of its subsidiaries, (iib) any financing of the acquisition of any Shares or any security convertible into Shares, (c) any tender offer or exchange offer, merger, acquisition merger or other business combination involving the Purchaser Company or any of its subsidiaries or assets of the Company or any of its subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiaries, (iiid) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction Change of Control Transaction, or (e) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any Shares or any consent solicitation or stockholder proposal, (ii) except in accordance with this Agreement, form, join or in any way participate in “a group” (as defined under the Exchange Act) with respect to the Purchaser Company or enter into any voting agreement or otherwise act in concert with any Person or Group in respect of any voting Shares, (iii) except in accordance with this Agreement, otherwise act, alone or in concert with others, to seek representation on the Board of Directors (other than pursuant to non-public negotiations or discussions with the Company and the Board of Directors that would not reasonably be expected to cause the Company to make a public announcement under applicable Law regarding the subject matter thereof or any of the types of matters set forth in clause ‎(i) above); (iv) take any action which would or would reasonably be expected to cause the Company to make a public announcement under applicable Law regarding any of the types of matters set forth in clause ‎(i) above; (v) enter into any discussions or arrangements with any Person with respect to any of the foregoing; or (vi) request that the Company amend or waive any provision of this ‎Section 3.01(a). (b) ‎Section 3.01(a) shall not prohibit or prevent: (i) any acquisition of Beneficial Ownership of any Shares, or any security that is convertible into Shares, by any Stockholder or its Affiliates if such acquisition would not result in such Stockholder and its Affiliates in the aggregate Beneficially Owning a number of voting Shares that is greater than one hundred twenty percent (120%) of the Baseline Amount; (ii) any acquisition of Beneficial Ownership of any Shares, or any security that is convertible into Shares, issued by the Company to Stockholders or their Affiliates pursuant to any stock split, stock dividend or the like effected by the Company; (iii) any acquisition of Beneficial Ownership of any Shares, or any security that is convertible into Shares, by any Stockholder or its Affiliates pursuant to Transfers effected on the Nasdaq Stock Market or other nationally recognized securities exchange following the issuance of any new voting Shares by the Company as consideration in the acquisition of another business or assets of another Person by the Company by merger or purchase of the assets or shares, reorganization or otherwise; provided, that immediately following such acquisition of Shares such Stockholder and its Affiliates, in the aggregate, do not Beneficially Own a percentage of the total issued and outstanding voting Shares that is greater than the percentage of Shares Beneficially Owned by such Stockholder and its Affiliates, in the aggregate, immediately prior to such issuance; (iv) any acquisition of Beneficial Ownership of Shares issued (including pursuant to exercise of stock options granted) to any Investor Designee or any officer or employee of the Company or its subsidiaries in respect of such Director’s service on the Board of Directors or such officer’s or employee’s employment with the Company or its subsidiaries; (fv) make any requestacquisition of Beneficial Ownership of any Shares pursuant to the exercise of Preemptive Rights under ‎Section 6.01; (vi) in the case of the Swarth Stockholder, submit any proposal or disclose acquisition of Beneficial Ownership of Shares issued pursuant to the Merger Agreement; (vii) Transfers of Shares permitted by and made in accordance with ‎ARTICLE 4; (viii) any intent to seek or obtain acquisition of Beneficial Ownership of any waiver, consent underShares, or any amendment of, security that is convertible into Shares or any provision of this Agreement other than through non-public communications with the Purchaser action that would not otherwise be reasonably determined to trigger public disclosure obligations for prohibited by ‎Section 3.01(a), by (A) any Party OEP Stockholder or any Affiliate of its Affiliates, (B) any Party;Swarth Stockholder or any of its Affiliates, in each case, if approved in advance by a majority of the disinterested Directors then serving on the Board of Directors (including pursuant to any merger, acquisition or other transaction that is approved in advance by a majority of the disinterested Directors then serving on the Board of Directors). (gix) enter into any arrangementstransaction, understandings or agreements (whether written or oral) withdiscussions, or advise, finance, assist arrangements solely between or encourage, any other person for among the purpose of engaging, OEP Stockholders and their Affiliates or offering between or proposing to engage, in any of among the foregoingSwarth Stockholder and its Affiliates; or (hx) take any Director who is an Investor Designee from engaging, in his or cause her capacity as such, in confidential discussions with the Board of Directors regarding one or induce others more transactions that would otherwise be prohibited by ‎Section 3.01(a) so long as such discussions would not reasonably be expected to take result in public disclosure by the OEP Stockholders, the Swarth Stockholder or the Company under applicable Law, including requirements of the SEC or any action inconsistent applicable stock exchange. (c) All of the restrictions set forth in this ‎Section 3.01 shall terminate upon the earlier to occur of (i) in respect of the Stockholders and their Affiliates, the entry by the Company into a definitive agreement with any Person providing for a Change of Control Transaction and (ii) (A) in respect of the foregoingOEP Stockholders and their Affiliates, such date as the OEP Stockholders no longer have a right to designate any Investor Designees under ‎Section 2.01(a)(ii) or (B) in respect of the Swarth Stockholder and their Affiliates, such date as the Swarth Stockholder no longer has a right to designate any Investor Designees under ‎Section 2.01(a)(iii). (d) Notwithstanding anything to the contrary in ‎Section 8.02 and ‎Section 8.07, the provisions of this ‎ARTICLE 3 may not be terminated, amended or modified unless such termination, amendment or modification is approved by (i) at least six (6) Directors, or at least two-thirds of the members of the Board of Directors if the Board of Directors at such time does not have nine (9) Directors, and (ii) a majority of the Independent Directors.

Standstill. Each (i) For a period of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period five (5) years beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof Original Effective Date (the “Restricted Standstill Period”), it or he will GE shall not, and it or he will shall cause each of such person’s its Representatives and Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advisemanner, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person)seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in or knowingly encourage, any acquisition of Company Common Stock (including in derivative form) or any tender or exchange offer, merger, consolidation, business combination or other similar transaction involving the Company or any of its Subsidiaries that would result in GE and its Affiliates beneficially owning more than 65% of the voting power of the outstanding shares of Company Common Stock; provided that GE shall be permitted to make a private proposal to the Non-GE Directors that would not reasonably be expected to require the Company or any of its Affiliates to make any public announcement or other disclosure. The foregoing shall not prohibit: (A) GE or any of its Representatives or Affiliates from acquiring Company Common Stock by way of stock splits, stock dividends, reclassifications, recapitalizations or other distributions by the Company to all holders of Company Common Stock on a pro rata basis; (B) acquisitions by GE or any of its Representatives or Affiliates of Company Common Stock (x) approved by the Conflicts Committee or (y) pursuant to the exercise of the preemptive rights set forth in Section 4.3; or (C) GE or any of its Affiliates from acquiring Company Common Stock pursuant to and in accordance with the terms of the Exchange Agreement and Section 3.03 or Section 3.05 of the Newco LLC Agreement. (ii) Without limiting Section 4.2(b)(i), during the Standstill Period GE shall not, and shall cause its Representatives and Affiliates not to, directly or participate inindirectly, or in any way assist or facilitate any other person to manner, (A) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any Company Common Stock in connection with the election of the Non-GE Directors or the removal of any Non-GE Director, (B) solicit, knowingly encourage or knowingly facilitate, directly or indirectly, any third party to engage in any such solicitation, (C) make any public statement (or statement to an Other Stockholder) in support of any such third-party solicitation or against any of the Company’s director nominees, (D) form, join or in any way participate in a “group” (iwithin the meaning of Section 13(d)(3) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (iiExchange Act) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to any Company Common Stock or (E) call, request the Purchaser calling of, or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to otherwise seek or obtain any waiverassist in the calling of a special meeting of the stockholders of the Company; provided that subclauses (D) and (E) shall only apply if taken in furtherance of the actions described in subclauses (A), consent under, or any amendment of, any provision (B) and (C) of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; subsection (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoingii).

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ party hereto agrees that, during the for a period beginning on of two years from the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”)this Agreement, it or he will not, and it or he will cause each of such person’s Affiliates (as defined unless specifically invited in Rule 12b-2 (“Rule 12b-2”) promulgated writing by the Securities and Exchange Commission (the “SEC”) under the Exchange Act)other party, including, without limitation, agents or other persons acting on neither it nor any of its or his behalf not to, and Representatives will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) acquire, offer or propose to acquire or agree to acquireany manner, directly or indirectly, by purchase or otherwise, beneficial ownership of any : (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (ea) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person)seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in, in or in any way assist assist, facilitate or facilitate encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in in, (i) any acquisition of any material assets securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Purchaser other party or any of its subsidiariessubsidiaries or affiliates, (ii) any tender offer or exchange offer, merger, acquisition merger or other business combination involving the Purchaser or other party, any of its the other party’s subsidiaries or affiliates or assets, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser other party or any of its subsidiaries; subsidiaries or affiliates, or (fiv) make any request“solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the other party or any of its affiliates; (b) form, submit join or in any proposal way participate in a “group” (as defined under the Securities Exchange Act of 1934, as amended) with respect to the other party or disclose otherwise act in concert with any intent person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of the other or to obtain representation on the Board of Directors of the other party; (d) take any waiver, consent under, action which would or would reasonably be expected to force the party to make a public announcement regarding any of the types of matters set forth in (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Each party further agrees during such period not to request that the other party or any amendment ofof its Representatives, directly or indirectly, amend or waive any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; paragraph (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoingincluding this sentence).

Standstill. Each Except as otherwise provided in this Agreement or the Certificate of Designations, until the later of (i) one (1) year after the Closing and (ii) the date the Purchaser is no longer entitled to designate one director to the Board of Directors pursuant to Section 4.1, without the prior written consent of the SellerCompany, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees thatthe Purchaser will not at any time, during the period beginning on the date hereof and ending on the fourth (4th) anniversary nor will it cause any of the date hereof (the “Restricted Period”), it or he will not, and it or he will cause each of such person’s its Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: : (a) acquireeffect or seek, offer or publicly propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or publicly announce any intention to effect or cause or participate in, in or in any way assist assist, facilitate or facilitate encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in in, (i) any acquisition of any material assets equity securities (or businesses beneficial ownership thereof) or rights or options to acquire any equity securities (or beneficial ownership thereof), or any securities convertible into or exchangeable for any such equity securities (or beneficial ownership thereof) of the Company, other than by Purchaser and its Affiliates in a transaction pursuant to which Purchaser and its Affiliates would beneficially own no more than five percent (5%) in the aggregate of the outstanding shares of the Company’s Common Stock (excluding conversion of the shares of Series A Preferred Stock and any Conversion Shares then held by the Purchaser or such Affiliate) after such transaction or any exercise of its subsidiaries, the Purchaser’s rights to acquire New Securities pursuant to Article VI; (ii) any tender offer or exchange offer, merger, acquisition merger or other business combination involving the Purchaser Company or its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries; (b) make, participate in or encourage any “solicitation” (as such term is used in the proxy rules of its subsidiaries SEC) of proxies or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction consents with respect to the Purchaser election or removal of directors or any other matter or proposal; (ii) become a “participant” (as such term is used in the proxy rules of its subsidiaries; the SEC) in any such solicitation of proxies or consents; (fiii) make seek to advise, encourage or influence any requestPerson with respect to the voting or disposition of any of the securities of the Company; or (iv) initiate, encourage or participate, directly or indirectly, in any “vote no,” “withhold” or similar campaign; (c) otherwise act to seek representation on or to control or influence the management or policies of the Company or to obtain representation on the Board of Directors of the Company (beyond their right to do so based on their representation on the Board of Directors pursuant to Section 4.1); (d) publicly submit any shareholder proposal or disclose any intent to seek or obtain any waiver, consent underthe Company, or (e) publicly propose any amendment ofchange of control or other material transaction involving the Company; it being understood that nothing in this Section 4.4 shall (v) restrict or prohibit a Series A Director or Purchaser Nominee, as applicable, from taking any provision action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary or appropriate in light of his or her fiduciary duties as a member of the Board of Directors, (w) restrict or prohibit the making or submission to the Company and/or the Board of Directors any proposal by the Purchaser Parties that would not reasonably be expected to result in the Company being obligated to publicly disclose such proposal, (x) restrict or prohibit participation in rights offerings made by the Company to all holders of Common Stock, (y) restrict or prohibit the Purchaser’s acquisition, disposition, sale or Transfer of the Purchased Shares (including the accretion of dividends thereon and any dividends payable in any other security) or Conversion Shares issuable upon conversion of the Purchased Shares, in each case, in accordance with the terms of this Agreement other than through non-public communications with and the Purchaser that would not be reasonably determined Certificate of Designations or (z) limit or restrict any Transfer pursuant to trigger public disclosure obligations for any Party a Permitted Loan or any Affiliate foreclosure thereunder or Transfer in lieu of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with any of the foregoinga foreclosure thereunder.

Standstill. Each Yucaipa agrees that during the term of this Agreement and for a period of 90 days from the Seller, BCC and later of (i) the date on which this Agreement is terminated or (ii) the date on which Ronald W. Burkle ceases to ▇▇ ▇▇. ▇ ▇▇▇▇▇▇▇▇ agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”)Board of Directors, neither it nor any of its affiliates, alone or he with others, will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), includingany manner, without limitationthe prior approval of the Company's Board of Directors, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) enter into or agree to enter into, singly or with any other person, any form of business combination, acquisition, restructuring, recapitalization, liquidation or other similar transaction relating to the Company or any subsidiary of the Company, (b) hold, acquire, or offer or propose to acquire or agree to acquire, directly become the beneficial owner of or indirectlyobtain any rights in respect of, in each case by purchase or otherwise, beneficial ownership any securities entitled to vote generally in the election of directors of the Company, or any direct or indirect rights or options to acquire any such securities or any securities convertible or exercisable into or exchangeable for such securities ("Voting Securities") of the Company, in excess of 15% of the Company's outstanding Voting Securities (including for these purposes any shares of the Company Common Stock acquired pursuant to the Mergers or upon the exercise of any (i) interests in any of the Purchaser’s indebtedness currently exercisable option or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; warrant), (c) advisemake, encourage or in any way participate in, any solicitation of proxies with respect to any such Voting Securities (including by the execution of action by written consent), become a participant in any election contest with respect to the Company, seek to influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; such Voting Securities, (d) seek participate in or encourage the formation of any partnership, syndicate, voting trust or other group which owns or seeks or offers to acquire beneficial ownership of any such Voting Securities or which seeks control or influence the governance or policies of the Purchaser; Company or has the purpose of circumventing any provision of this Agreement, (e) effect otherwise act, alone or seek to effect in concert with others (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third personproviding financing for another Person), to seek or to offer to control or propose (whether publicly or otherwise) to effectinfluence, or cause or participate in, or in any way assist manner (except pursuant to its services under this Section 7 or facilitate any other person to effect through its representatives on the Board of Directors), the management, Board of Directors or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses policies of the Purchaser or any of its subsidiariesCompany, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Purchaser or any of its subsidiaries; (f) make any requestformal demand, submit any request or proposal to amend, waive or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, terminate any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; Section 7, (g) enter into make any arrangements, understandings proposal or agreements (whether written other communication or oral) with, or advise, finance, assist or encourage, take any other person for action that would compel the purpose Company to make a public announcement or disclosure thereof in respect of engaging, any matter referred to in this Section 7 or offering (h) publicly propose or announce or otherwise publicly disclose an intent to propose or that it is considering proposing to engage, in any of the foregoing; or (h) take or cause or induce others matters referred to take any action inconsistent in this Section 7. Yucaipa shall be released from its obligations hereunder in the event that the Company enters into an agreement which would result in a Change of Control with any person other than Yucaipa or its affiliates. As used herein the terms "beneficial ownership," "person" and "group" shall have the meanings ascribed to such terms pursuant to Regulation 13D-G adopted by the SEC under the Securities Exchange Act of 1934, as amended, and as in effect on the date hereof; provided, however, that for purposes of determining beneficial ownership under this Section 7 any Voting Securities issuable upon the exercise of any option or warrant shall only be included in such determination to the extent of the foregoingnumber of such Voting Securities which would be issuable under such option or warrant on a "net" or "cashless" basis at such time. In addition, Yucaipa agrees that it will exercise any such option or warrant on a "net" or "cashless" basis if and to the extent the exercise on any other basis would result in its aggregate beneficial ownership of Voting Securities exceeding 15% of the Company's outstanding Voting Securities.

Standstill. Each of the SellerRecipient agrees, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during for the period beginning commencing on the date hereof first written above and ending on the fourth eighteen (4th18) anniversary of months from the date hereof (that, unless specifically invited in writing by the “Restricted Period”)Disclosing Party, it or he will shall not, and it or he will shall cause each of such person’s Affiliates its affiliates (as defined in Rule 12b-2 (“Rule 12b-2”that have received Evaluation Material) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, directly or indirectly, acting alone or in concert with others (and will use commercially reasonable efforts shall not assist, provide or arrange financing to cause its or his respective Associates (as defined in Rule 12b-2) not for others or otherwise encourage others to:): (a) acquireenter into any discussions, negotiations, arrangements or understandings with respect to any acquisition or sale of, or acquire or sell or agree, offer or propose to acquire or agree sell (or request permission to acquire, directly or indirectlydo so), by purchase or otherwise, beneficial ownership of any (i) interests in any of the Purchaser’s indebtedness or (ii) capital stock of the Purchaser; (b) induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) of (i) the Disclosing Party or any discussionsof its affiliates, negotiations(ii) any material portion of the assets or property of the Disclosing Party or any of its affiliates, agreements (iii) any debt or understandings with equity securities of, or direct or indirect rights to acquire any third persondebt or equity securities of, the Disclosing Party or any of its affiliates, (iv) any other debt (including without limitation, institutional debt (bank or otherwise), offer commercial paper, notes, debentures, and bonds of the Disclosing Party or propose any of its affiliates, (whether publicly v) any rights or otherwise) options to effectacquire or sell such ownership (including from a third party), or cause (vi) any derivatives or participate inother contract rights the value of which in whole or in substantial part derives from or is based upon the trading prices of any securities or instruments issued by the Disclosing Party or any of its affiliates; (b) make, or in any way assist participate in, any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated pursuant to the Exchange Act), or facilitate seek to advise or influence in any other person manner whatsoever any Person with respect to effect the voting of, any voting securities of the Disclosing Party; (c) form, join or seek, offer or propose (whether publicly or otherwise) to effect 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 Disclosing Party; (id) solicit or submit a proposal for, or offer of (with or without conditions) any acquisition merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization, purchase of any a material portion of the assets or businesses property of or other similar extraordinary transaction involving the Purchaser Disclosing Party or any of its subsidiaries, affiliates; (iie) seek or propose to influence or control the management or the policies of the Disclosing Party or any tender offer its affiliates or exchange offer, merger, acquisition or other business combination involving to obtain representation on the Purchaser Board of Directors of the Disclosing Party or any of its subsidiaries affiliates, or (iii) solicit, or participate in the solicitation of, any recapitalization, restructuring, liquidation, dissolution proxies or other extraordinary transaction consents with respect to any securities or instruments of the Purchaser Disclosing Party or any of its subsidiariesaffiliates; (f) make take any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with action which might require the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Disclosing Party or any Affiliate of any Partyits affiliates to make a public announcement regarding the types of matters set forth in (a) through (e) above in this sentence; (g) enter into any arrangementsdiscussions, negotiations, arrangement or understandings or agreements with any third party (whether written or oralother than Representatives in connection with the Proposed Transaction) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing with respect to engage, in any of the foregoing; or (h) take or cause or induce others make any public announcement with respect to take any action inconsistent with any of the foregoing; provided, that nothing contained in this Section 3 shall limit the Recipient or any of its affiliates from making any proposal regarding a Proposed Transaction directly to the Disclosing Party’s board of directors or a Contact Person on a confidential basis so long as such proposal does not require any party to make a public announcement regarding this letter agreement or such proposal.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ GAMCO agrees that, during the period beginning on from the date hereof and ending on of this Agreement until the fourth (4th) anniversary completion of the date hereof 2020 Annual Meeting of Shareholders of the Company (the “Restricted Standstill Period”), neither it nor any of its Affiliates or he will notAssociates shall, and it or he will shall cause each of such person’s its Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf Associates not to, and will use commercially reasonable efforts to cause its directly or his respective Associates (as defined indirectly, in Rule 12b-2) not toany manner: (a) acquiremake, offer engage in or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any (i) interests in any way participate in any solicitation of proxies or consents or become a “participant” in a “solicitation” as such terms are defined in Regulation 14A under the Exchange Act of proxies or consents (including any solicitation of consents that seeks to call a special meeting of shareholders or take action by written consent in lieu of a meeting, regardless of whether or not permitted to do so under the Company’s organizational documents or applicable law), in each case, with respect to securities of the Purchaser’s indebtedness or (ii) capital stock of the PurchaserCompany; (b) induce seek or encourage any person to submit nominations in furtherance of a “contested solicitation” for the election of directors with respect to the Company or seek, encourage or take any shareholder proposal other action with respect to the election or removal of any directors (pursuant including pursuing or encouraging any “withhold” or similar campaign), or otherwise seek to Rule 14a-8 promulgated by advise, influence or control the SEC under the Exchange Act governance, policies, business or otherwise) or any notice of nomination or other business for consideration at a meeting affairs of the shareholders of the PurchaserCompany; (c) seek, alone or in concert with others, representation on the Board, other than as contemplated in this Agreement, including through submitting any director nominations or participating in any “stockholder access” or “proxy access” regime that may become applicable to the Company; (d) seek to advise, encourage encourage, support or influence any person with respect to voting the voting, giving, or withholding of any shares of capital stock proxy, consent, or other authority with respect to the securities of the Purchaser Company (except such advice, encouragement, support or influence that is consistent with the Company’s recommendations on such matters) or the acquisition or disposition of any such securities; provided, however, that nothing in this Section 3(d) shall prevent GAMCO from providing a proxy to any GAMCO client who requests authority to vote their proxy themselves; (1) make any proposal (binding or non-binding) for consideration by shareholders at any annual or special meeting of shareholders of the Company or participate in any proposal made by any third party, (2) conduct a referendum of shareholders, (3) make a request for any shareholder list materials or any books and records of the Company or any of the Company’s Affiliates or Associates whether pursuant to Section 1701.37 of the Ohio Revised Code or otherwise, (4) make any offer, recommendation, plan, purpose or proposal (with or without conditions) with respect to any mattershare repurchase, dividend, self-tender or other change in capitalization, merger, acquisition, recapitalization, restructuring, disposition or other business combination or extraordinary transaction or any change in the management, business or corporate structure in the case of any of the foregoing involving the Company or any of the Company’s Affiliates or Associates, or any subsidiary, business or division of the foregoing, or encourage, initiate or support any other third party in any such related activity; provided, however, in the event the Company were to undertake a Dutch auction for Common Stock, nothing in this Agreement would prevent GAMCO from participating; (df) (1) seek to have the Company or any of its Affiliates or Associates waive or make amendments or modifications to its respective charter, code of regulations or other applicable governing documents, or other actions that may impede or facilitate the acquisition of control or influence the governance or policies of the PurchaserCompany, or such Company Affiliate or Associate, by any person, (2) seek to cause a class of securities of the Company or any of its Affiliates or Associates to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (3) seek to cause a class of equity securities of the Company or any of its Affiliates or Associates to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (eg) effect form, join or seek in any way participate in any partnership, limited partnership, syndicate or other group, including any “group” within the meaning of Section 13(d) of the Exchange Act, with respect to effect the Common Stock; provided, however, to the extent GAMCO and its Affiliates would be considered a “group” within the meaning of Section 13(d) this Section 3(g) shall not apply; (includingh) institute, without limitationsolicit, by entering assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) based on facts, events, circumstances that are known to GAMCO as of the date hereof, other than to enforce the provisions of this Agreement; (i) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of shareholders) or deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among Affiliates of GAMCO that is otherwise in accordance with this Agreement or for any GAMCO client who requests authority to vote their proxy themselves; (j) enter into any discussions, negotiations, agreements arrangements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction party with respect to the Purchaser or any of its subsidiaries; (f) make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of matters set forth in this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoingSection 3; or (hk) take make any request or cause submit any proposal to amend or induce others waive the terms of this Agreement (other than such confidential requests or proposals to take any action inconsistent with any of the foregoingBoard that would not reasonably be likely to require disclosure under applicable law or NYSE regulations).