Common use of Standstill Clause in Contracts

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for a period of five years from the date of this Agreement: (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the other party 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); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the parties, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) above.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM (a) The Investors shall not (and Systemax shall not, and they shall cause their respective “affiliates” affiliates to not), in any manner, directly, indirectly or jointly or in concert with any other person, during the Restricted Period, without the prior consent of the Board, such consent being determined by a simple majority vote of the Board (as defined in Rule 12b-2 under excluding the Exchange Act) not to, for a period vote of five years from the date of this Agreement: any Investor Nominee): (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange ActA) of commence a take-over bid for any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”)Corporation; (iiB) seek effect, seek, offer or proposepropose any take-over bid, alone amalgamation, merger, arrangement, business combination, re-organization, restructuring or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) to vote, or seek to advise or influence any person liquidation with respect to the voting of any voting securities of the other party Corporation or any of its subsidiariessubsidiaries or disposition of more than a majority of the assets of the Corporation, or (C) purchase any Common Shares or Convertible Securities, except in connection with the acquisition of a person that holds Common Shares or Convertible Securities by the Investor or an affiliate of the Investor, where the Common Shares of Convertible Securities held by such person do not comprise a material portion of the assets of such person; (ii) enter into or propose, offer or agree to enter into or engage in any negotiations with respect to any: (A) acquisition, amalgamation, plan of arrangement, merger, tender offer or take-over bid, exchange offer or other business combination transaction relating to the Corporation or any of its affiliates or any part of their respective assets or businesses; or (B) any restructuring, recapitalization, liquidation or similar transaction involving the Corporation or any of its affiliates or any part of their respective assets or businesses; (iii) engage in short sales of any of the Equity Securities held by the Investor; (iv) solicit proxies from shareholders or form, join, join or in any way participate in a “group” (within the meaning group to so solicit, other than any solicitation of Section 13(d)(3) proxies voting in favour of the Exchange Act); nominees of management of the Corporation for election to the Board; (v) make present or request to present at any meeting of the securityholders of the Corporation or any of its affiliates or through action by written consent any proposal for consideration for action by securityholders, requisition a meeting of the securityholders of the Corporation or any statement regarding of its affiliates, propose or request to propose any proposal, whether written nominee for election to the Board or oral, to the board of directors of PCM any of the Corporation’s affiliates (other than pursuant to the nomination rights expressly set forth in this Agreement) or Systemaxseek the removal of any member of the Board or the board of directors of any of the Corporation’s affiliates; (vi) advise, as applicable, assist or encourage any director or officer person (including forming a “group” with any such person) proposing any of PCM or Systemax, as applicable, or otherwise the foregoing; or (vii) make any public announcement or proposal whatsoever with respect to take any other transaction or proposed transaction between action in furtherance of the partiesforegoing, any of PCM’s or Systemax’s security holders(each, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, a “Hostile Action”). (b) such proposal is directed The provisions of Section 5.3 shall cease to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representativesapply, and the Investors shall be permitted to take a Hostile Action, from and after: (ci) any the commencement or public announcement with respect to such proposal is approved of a take-over bid, which if completed would result in advance the acquisition of more than 50% of the then outstanding voting securities of the Corporation by PCM’s any person or Systemax’s board group of directors, as applicablepersons; or (viii) the approval or entering into by the Corporation of, or the public announcement of the approval or entering into by the Corporation of, a transaction or definitive agreement providing financing (including guarantees)for a transaction, which, if completed, would result in whole or in part, to the acquisition by any person with respect to or group of persons of more than 50% of the matters in clauses (i)-(v) abovethen outstanding voting securities of the Corporation or more than a majority of the assets of the Corporation.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for For a period of five the longer of (x) three (3) years from the date of this AgreementAgreement and (y) for so long thereafter as Lxxxx has the right to designate the Lxxxx Designee to the Board pursuant to Section 2, unless otherwise agreed in writing by the Company, neither Lxxxx (directly or indirectly) nor any representatives acting on its behalf, nor any of Mandarin, Lxxxx 48 or their Affiliates will: (ia) propose any merger, consolidation, business combination, tender or exchange offer, purchase of the Company’s assets or otherwise acquirebusinesses, or offersimilar transactions involving the Company or any recapitalization, seekrestructuring, propose liquidation or agree other extraordinary transaction with respect to acquire, ownership the Company; (including, but not limited to, b) acquire beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 19.99% of any securities (including in derivative form) of the PCM Company except as permitted by this Agreement (any transaction or Systemaxseries of transactions specified in (a) or (b) involving a majority of the Company’s outstanding capital stock or consolidated assets, is referred to as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, a “SecuritiesBusiness Combination”); (iic) seek propose or proposeseek, whether alone or in concert with others, any “solicitation” (as such term is used in the rules of the SEC) of proxies or consents to control or influence vote any securities (including in any manner derivative form) of the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8Company except in accordance with this Agreement; (iiid) make, or nominate any person as a director of the Company except for the Lxxxx Designee in accordance with the terms of this Agreement; (e) propose any way participate, matter to be voted upon by the stockholders of the Company; (f) directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the other party or any of its subsidiaries; (iv) form, join, join or in any way participate in a third party “group” (within as such term is used in the meaning of Section 13(d)(3) rules of the Exchange Act); SEC) (vor discuss with any third party the potential formation of a group) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction securities (including in derivative form) of the Company or proposed transaction between a Business Combination involving the parties, any of PCM’s or Systemax’s security holders, as applicable, Company; (g) request the Company (or any of their respective affiliatesits officers, includingdirectors or representatives), without limitationdirectly or indirectly, to amend or waive any acquisitionprovision of this Section 5.2 (including this sentence); or (h) take any action that could require the Company to make a public announcement regarding such potential Business Combination. Notwithstanding the foregoing, (I) nothing in this Agreement shall limit Lxxxx’x (or its Permitted Transferees’) rights under the Registration Rights Agreement, (II) nothing contained in this Section 5.2 shall prohibit Lxxxx from making confidential, non-public proposals to the Company for a Business Combination; and (III) the provisions of this Section 5.2 shall terminate and be of no further force or effect (A) upon the Company’s announcement that it has entered into a definitive agreement for a Business Combination with a third party or (B) if any Person(s) or “group” publicly announces or commences a tender or exchange offeroffer or any other offer transaction pursuant to which Shares could be sold that, mergerif successful, sale would result in such Person or group beneficially owning more than 35% of the assets or securities, or other business combination, unless (a) securities of the PCM’s or Systemax’s board Company determined as of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) aboveits most recent quarterly financial statement.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for a period of five years The Purchaser agrees that from the date hereof until the date upon which the Purchaser holds less than 75,000,000 shares of this AgreementCommon Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like), assuming the conversion of all of the outstanding shares of the Series A Preferred into Common Stock and also assuming the conversion of all of the outstanding shares of the Series B Preferred into Common Stock as if it were convertible into Common Stock on the same basis as the Series A Preferred, will not without the prior written consent of the Issuer or the Issuer's Board of Directors: (i) purchase or otherwise acquire, or offeroffer to acquire, seek, propose or agree to acquire, ownership (includingdirectly or indirectly, but not limited toby purchase or otherwise, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any voting securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such voting securities of the Issuer or any securities convertible into such securities (collectivelywholly-owned Subsidiary thereof, “Securities”)or of any successor corporation; (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participateparticipate in, directly or indirectly, in any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules under Rules of the Exchange Act and the regulations thereunderCommission) to vote, or seek to advise or influence any other person or entity with respect to the voting of of, any voting securities of the other party Issuer; (iii) make any public announcement with respect to, or make an unsolicited proposal for, or offer of any extraordinary transaction involving the acquisition of the Issuer or its subsidiariessecurities or assets; (iv) form, join, join or in any way participate in a “"group” " (within the meaning of as defined in Section 13(d)(3) of the Exchange Act)) in connection with any of the foregoing; (v) make transfer any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect voting securities to any other transaction person or proposed transaction between the parties, "group" in connection with any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; foregoing or (vi) providing financing (including guarantees), in whole request the Issuer or in part, any of the Issuer's representatives to amend or waive any person with respect to the matters in clauses (i)-(v) aboveprovision of this Section 6.2.

Standstill. Without PCM’s or Systemax’s consentThe Investor agrees that during the Standstill Period, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under neither the Exchange Act) not to, for a period Investor nor any of five years from the date of this Agreement: its Affiliates shall: (i) purchase make any statement or otherwise acquire, or offer, seek, propose or agree proposal to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors of any of the Company, any of the Company’s representatives or any of the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) makeCompany’s stockholders regarding, or in make any way participatepublic announcement, directly proposal or indirectly, in offer (including any “solicitation” of “proxies” (as such terms are defined or used in the proxy rules under Regulation 14A of the Exchange Act and the regulations thereunderAct) to votewith respect to, or otherwise solicit, seek or offer to advise effect (including, for the avoidance of doubt, indirectly by means of communication with the press or influence media) (i) any person with respect to business combination, merger, tender offer, exchange offer or similar transaction involving the voting of any voting securities of the other party 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 all or substantially all of the Company’s assets, or rights or options to acquire interests in any of the foregoing, (iv) form, join, or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to seek representation on the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, the Company or otherwise make seek to control or influence the management, board of directors or policies of any public announcement of the Company or (v) any request or proposal whatsoever with respect to any other transaction waive, terminate or proposed transaction between amend the parties, any provisions of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (athis Section 6.1(d) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing any proposal, arrangement or other statement that is inconsistent with the terms of this Section 6.1(d); (ii) instigate, encourage or assist any third party (including guaranteesforming a “group,” as defined in the Exchange Act, 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 (i) above; (iii) 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 (i) above; or (iv) acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any loans, equity securities or all or substantially all of the assets of the Company or any of its subsidiaries, or rights or options to acquire interests in whole any of the foregoing. Notwithstanding the foregoing, this Section 6.1(d) shall not prohibit the Investor and any of its Affiliates from privately discussing any potential transaction with the Company, or from acquiring and beneficially owning up to ten percent (10%) of the Company’s outstanding equity securities (and the Investor and its Affiliates may own an amount in part, to any person with respect excess of such percentage solely to the matters in clauses (i)-(v) aboveextent exclusively resulting from actions taken or permitted by the Company following the acquisition by the Investor and/or its Affiliates of the Company’s equity securities, including as a result of a repurchase by the Company of equity securities, any stock split, stock dividend or a recapitalization of the Company).

Standstill. Without PCM’s or Systemax’s consent(a) Each Investor agrees that, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for a period of five years from the date of this Agreement: Agreement until the expiration of the Standstill Period (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under below), without the Exchange Act) prior written consent of any securities a majority of the PCM or SystemaxBoard specifically expressed in a written resolution, neither it nor any of its Related Persons (as applicabledefined herein) will, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board and it will cause each of directors or the policies of PCM or Systemax, as applicable, including, but its Related Persons not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in any manner: (i) propose or publicly announce or otherwise publicly disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (x) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries, (y) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries or (z) any form of tender or exchange offer for the Common Stock, whether or not such transaction involves a change of control of the Company; (ii) engage in any solicitation of proxies or written consents to vote any voting securities of the Company, or conduct any non-binding referendum with respect to any voting securities of the Company, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies or written consents with respect to any voting securities of the Company, or otherwise become a “participant” in a “solicitation,” of “proxies” (as such terms are used defined in the proxy rules Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act and Act, to vote any securities of the regulations thereunderCompany in opposition to any recommendation or proposal of the Board, except as otherwise permitted under Section 2(c) of this Agreement; (iii) acquire, offer or propose to voteacquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any additional securities of the Company or any rights decoupled from the underlying securities of the Company representing in the aggregate (amongst all of the Investors and any Affiliate or Associate thereof) in excess of 15% of the shares of Common Stock outstanding; (iv) seek to advise advise, encourage or influence any person with respect to the voting of (or execution of a written consent in respect of) or disposition of any voting securities of the Company, other party than in a manner in accordance with Section 2; (v) sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by the Investors to any person or entity not (A) a party to this Agreement, (B) a member of the Board, (C) an officer of the Company, or (D) an Affiliate or Associate of the Investors (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any, beneficial, economic or other ownership interest representing in the aggregate in excess of 5% of the shares of Common Stock outstanding at such time; (vi) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including, without limitation, any put or call option or “swap” transaction) with respect to 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 the Company; (vii) except as otherwise set forth in this Agreement, take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s Amended and Restated Certificate of Incorporation or Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (ivF) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) call or seek to call, or request the call of, alone or in concert with others, any meeting of stockholders, whether or not such a meeting is permitted by the Company’s Amended and Restated Certificate of Incorporation or Bylaws, including, but not limited to, a “town hall meeting;” (ix) seek, alone or in concert with others, representation on the Board, except as expressly permitted by this Agreement; (x) initiate, encourage or participate in any “vote no,” “withhold” or similar campaign; (xi) 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 the members of the Investor Group that is otherwise in accordance with this Agreement); (xii) seek, or encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors of the Company or with respect to the submission of any stockholder proposals (including any submission of stockholder proposals pursuant to Rule 14a-8 under the Exchange Act); provided, however, that nothing in this Agreement shall prevent the Investors or their Affiliates or Associates from taking actions in furtherance of identifying director candidates in connection with the 2018 Annual Meeting so long as such actions do not create a public disclosure obligation for the Investors or the Company and are not publicly disclosed by the Investors or their Affiliates or Associates and are undertaken on a basis reasonably designed to be confidential and in accordance in all material respects with the Investors’ normal practices in the circumstances; (xiii) form, join, join or in any other way participate in a any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than the Investor Group); provided, however, that nothing herein shall limit the ability of an Affiliate or Associate of the Investor Group to join the Investor Group following the execution of this Agreement, so long as any such Affiliate or Associate agrees to be bound in writing by the terms and conditions of this Agreement; (vxiv) make any proposal demand a copy of the Company’s list of stockholders or any statement regarding any proposalits other books and records, whether written pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”) or oralpursuant to any other statutory right; (xv) commence, to encourage, or support any derivative action in the board name of directors of PCM or Systemax, as applicablethe Company, or any director class action against the Company or officer any of PCM its officers or Systemaxdirectors in order to, as applicabledirectly or indirectly, effect any of the actions expressly prohibited by this Agreement or otherwise make cause the Company to amend or waive any public announcement or proposal whatsoever of the provisions of this Agreement; provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Investor from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any other transaction proceeding initiated by, or proposed transaction between on behalf of, the partiesCompany against an Investor, or (C) exercising statutory dissenters, appraisal or similar rights under the DGCL; provided, further, that the foregoing shall also not prevent the Investors from responding to or complying with a validly issued legal process in connection with litigation that it did not initiate, invite, facilitate or encourage, except as otherwise permitted in this Section (3)(a)(xv); (xvi) disclose publicly or privately, in a manner that could reasonably be expected to become public any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any of PCM’s its securities or Systemax’s security holdersassets or this Agreement that is inconsistent with the provisions of this Agreement; (xvii) enter into any negotiations, as applicableagreements or understandings with any person or entity with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any person or entity to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; (xviii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any party; (xix) take any action challenging the validity or enforceability of any of the provisions of this Section 3 or publicly disclose, or cause or facilitate the public disclosure (including, without limitation, the filing of any document with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to either (A) obtain any waiver or consent under, or any amendment of, any provision of this Agreement, or (B) take any action challenging the validity or enforceability of any provisions of this Section 3; or (xx) otherwise take, or solicit, cause or encourage others to take, any action inconsistent with the foregoing. (b) Notwithstanding the foregoing, the provisions of this Section 3 shall not limit in any respect the actions of any director of the Company (including, but not limited to, the New Director) in his or her capacity as such, recognizing that such actions are subject to such director’s fiduciary duties to the Company and its stockholders (it being understood and agreed that neither the Investors nor any of their Affiliates or Associates shall seek to do indirectly through the New Director anything that would be prohibited if done by any of the Investors or their Affiliates and Associates directly). For the avoidance of doubt, no provision in this Section 3 or elsewhere in this Agreement shall prohibit privately-negotiated transactions in the Common Stock solely between or among the Investors. (c) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective affiliatesmeanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms “beneficial owner” and “beneficial ownership” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; the terms “economic owner” and “economically own” shall have the same meanings as “beneficial owner” and “beneficially own,” except that a person will also be deemed to economically own and to be the economic owner of (i) all shares of Common Stock which such person 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 (ii) all shares of Common Stock in which such person has any economic interest, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, pursuant to a cash settled call option or other business combinationderivative security, unless contract or instrument in any way related to the price of shares of Common Stock; the terms “person” or “persons” shall mean any individual, corporation (a) including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature; and the PCM’s or Systemax’s board of directorsterm “Related Person” shall mean, as applicableto any person, any Affiliates or their respective designated Representatives shall have requested in advance the submission Associates of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) aboveperson.

Standstill. Without PCM’s or Systemax’s consentFor a period of 48 months after the date of this Agreement, as applicable, PCM and Systemax Sellers shall not, and shall cause not permit any of their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not Affiliates to, for a period of five years from the date of this Agreement: (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly: (a) make any statement or proposal to the board of directors, in Representatives or stockholders of the Company, with respect to, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” (as such terms are defined or used in regulation 14A of the proxy rules under the Securities Exchange Act and the regulations thereunderof 1934, as amended) to votewith respect to, or otherwise solicit, seek or offer to advise effect (i) any business combination, merger, tender offer, exchange offer or influence similar transaction involving the Company, (ii) any person with respect to restructuring, recapitalization, liquidation or similar transaction involving the voting Company, (iii) any acquisition of any voting securities of the other party or offer for any of its subsidiaries; our securities or assets, or rights or options to acquire interests in any of our securities or assets, (iv) form, join, or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to seek representation on the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, the Company or otherwise make seek to control or influence the management, board of directors or policies of the Company, (v) any public announcement request or proposal whatsoever with respect to any other transaction waive, terminate or proposed transaction between amend the partiesprovisions of this Agreement, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing any proposal or other statement that is inconsistent with the terms of this Agreement; (b) instigate, encourage, facilitate or assist any third party (including guaranteesforming a “group” with any such third party) to do any of the actions set forth in clause (a) above; (c) take any such action that would reasonably be expected to require the Company to make a public announcement regarding any of the actions set forth in clause (a) above; (d) acquire, own or sell (or seek permission to acquire, own or sell), in whole of record or in partbeneficially, to by purchase, sale or otherwise, more than 1% of the securities, properties or indebtedness of the Company; (e) disclose any person intention, plan or arrangement inconsistent with the foregoing; or (f) enter into any discussions, negotiations, understandings or arrangements with any third party with respect to the matters in clauses (i)-(v) aboveforegoing.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, Recipient hereby agrees that for a period of five years one year from the date of this Agreementhereof (the “Standstill Period”) Recipient and its affiliates will not (and neither Recipient nor its affiliates will assist, or provide or arrange financing to or for, others in order to), directly or indirectly, acting alone or in concert with others, unless specifically invited on an unsolicited basis in writing in advance by the Company: (i) purchase acquire or otherwise acquireagree, or offer, seek, seek or propose to acquire (or agree request permission to acquiredo so), ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM assets or Systemax, as applicablebusinesses of the Company or any securities issued by the Company, or any direct option or indirect rights or options other right to acquire any such securities or any securities convertible into such securities ownership (collectively, “Securities”including from a third party); (ii) seek or propose, alone propose to influence or in concert with others, control the management or the policies of the Company or to control or influence in any manner the management, obtain representation on the board of directors (or any committee thereof) of the policies Company, or solicit or participate in the solicitation of, any proxies or consents with respect to any securities of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8the Company; (iii) makeseek or propose to have called, or cause to be called, any meeting of stockholders of the Company; (iv) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; (v) advise, assist, encourage, act as a financing source for or otherwise invest in any way participate, directly or indirectly, other person in connection with any “solicitation” of “proxies” the foregoing activities; (as such terms are used in the proxy rules under the Exchange Act and the regulations thereundervi) to vote, propose or seek to advise propose any business combination, recapitalization, restructuring, liquidation, dissolution or influence any person other extraordinary transaction with respect to the voting of any voting securities of the other party Company or any of its subsidiaries; (ivvii) formdisclose any intention, join, plan or arrangement inconsistent with any of the foregoing; or (viii) seek to have the Company amend or waive any provision of this paragraph. Recipient agrees to advise the Company promptly of any inquiry or proposal made to it with respect to any of the foregoing. The Recipient will not prohibit or in any way participate discourage any lenders or financial advisors from providing financing or advice to any other bidders or potential bidders except for one financial advisor that the Recipient retains. Recipient further agrees that, during the Standstill Period, neither it nor any of its affiliates will, without the written consent of the Company, take any initiative or other action with respect to the Company or any of the subsidiaries of the Company that could require 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 paragraph, (iii) the possibility of the 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. Recipient represents to the Company that as of the date of this Agreement, it, together with its affiliates, owns approximately 850,000 shares of common stock of the Company. The obligations set forth in this paragraph are referred to in this Agreement as the “Standstill”. Notwithstanding anything in the previous paragraph to the contrary, if, on or after the date of this Agreement, any person or group of persons (other than Recipient) enters into a definitive agreement with the Company providing for: (a) a merger, share exchange, business combination or similar extraordinary transaction as a result of which the persons possessing, immediately prior to the consummation of such transaction, beneficial ownership of the voting securities of the Company entitled to vote generally in elections of directors, would cease to possess, immediately after consummation of such transaction, beneficial ownership of voting securities entitling them to exercise at least fifty percent (50%) of the total voting power of all outstanding securities entitled to vote generally in elections of directors of the Company (or, if not the Company, the surviving person resulting from such transaction); (b) a sale, exchange or lease of all or substantially all of the assets of the Company and its subsidiaries (determined on a consolidated basis); or (c) the acquisition (by purchase, merger or otherwise) by any person (including any syndicate or group deemed to be a “groupperson” (within the meaning of under Section 13(d)(3) of the Exchange Act); Act and the rules promulgated thereunder) of beneficial ownership of voting securities of the Company entitling that person to exercise fifty percent (v50%) make any proposal or any statement regarding any proposal, whether written or oral, more of the total voting power of all outstanding securities entitled to the board vote generally in elections of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the parties, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless Company (the transactions described in clauses (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal), (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect of this paragraph being each hereinafter referred to such as a “Third-Party Agreement”); then, the Standstill shall not restrict the Recipient or its affiliates from making a private acquisition proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect solely to the matters Board of Directors of the Company; provided, however, that the Standstill again shall be fully applicable in clauses (i)-(v) aboveaccordance with the terms of the prior paragraph upon the termination of the Third-Party Agreement. For purposes of this Agreement, “beneficial ownership” shall be determined in accordance with Rule 13d-3 under the Exchange Act.

Standstill. Without PCM’s or Systemax’s consentEach of the Stockholders agrees that, as applicable, PCM from and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for a period of five years from after the date hereof, unless specifically invited in writing by an Independent Committee, neither it nor any of this Agreement: its Affiliates or Associates will in any manner, directly or indirectly: (ia) purchase or otherwise acquire, or offereffect, seek, offer or propose (whether publicly or agree otherwise) to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicableeffect, or any direct cause or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) makeparticipate in, or in any way participateassist any other Person to effect, directly seek, offer or indirectlypropose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of any securities (or Beneficial Ownership thereof) of the Company or any of its subsidiaries, (ii) any tender or exchange offer, in merger or other business combination involving the Company or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules under of the Exchange Act and the regulations thereunderSEC) or consents to vote, or seek to advise or influence any person with respect to the voting of vote any voting securities of the other party or any of its subsidiaries; Company; (ivb) form, join, join or in any way participate in a “group” (within as defined under the meaning of Section 13(d)(30000 Xxx) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any the securities of the Company (other transaction or proposed transaction between than with respect to a “group” existing on the parties, any date of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and this Agreement); (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 Company or its securities or assets; (d) take any action 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 agreements or arrangements with any third party with respect to any of the foregoing. Notwithstanding this provision, a Stockholder may make a proposal to an Independent Committee with respect to any transaction described in paragraphs (a) or (c) above, so long as any such proposal is approved in advance by PCM’s not publicly disclosed. Each Stockholder also agrees not to request the Company (or Systemax’s board of its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Article II (including this sentence) unless such request is not publicly disclosed. If at any time after the closing of the Issuer Transactions any Stockholder becomes aware that the Stockholder Group Beneficially Owns in the aggregate more than the Permitted Ownership Number, then the Stockholders shall promptly take all action necessary to reduce the amount of Voting Shares Beneficially Owned in the aggregate by such Persons to an amount not greater than the Permitted Ownership Number. If at any time after the closing of the Issuer Transactions the Stockholder Ownership Number shall be decreased, then the Permitted Ownership Number in effect immediately prior to such Transfer shall be reduced to such lower Stockholder Ownership Number. For the avoidance of doubt, the Permitted Ownership Number shall only remain the same or be reduced for the term of this Agreement; it shall not be increased, except to the extent approved by an Independent Committee. For the avoidance of doubt, the restrictions contained in this Section II shall not apply to (i) actions taken by directors of the Company solely in their capacity as applicable; directors of the Company, (ii) the Issuer Transactions or (viiii) providing financing (including guarantees), in whole transactions pursuant to which Voting Shares may be Transferred pursuant to Section III(c) or in part, to any person with respect to the matters in clauses (i)-(vSection III(d) abovehereof.

Standstill. Without PCMAcquiror hereby acknowledges that, in consideration of the Company’s or Systemax’s consentwillingness to agree to the Non-Solicitation Period, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined unless otherwise agreed in Rule 12b-2 under writing by the Exchange Act) not toCompany, for a period of five years from commencing with the date of this Agreement: letter agreement and expiring on September 28, 2008, Acquiror and its officers, directors, employees will not, and Acquiror will not authorize or permit any of its Representatives acting on behalf of Acquiror to, (ia) purchase publicly propose or otherwise acquirepublicly announce any intention to propose to the Company or any other person any transaction between Acquiror and/or its Affiliates and the Company and/or its security holders or involving any of the Company’s securities or security holders; (b) acquire or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Company or any of the Company’s securities, businesses or assets; (c) directly or indirectly, form, join or in any way participate in a third party “group” (or discuss with any third party the potential formation of a group) with respect to any potential acquisition or other strategic transaction involving all or a portion of the assets or securities of the Company; (d) make, or offerparticipate in, seek, propose any “solicitation” of “proxies” to vote or agree seek to acquire, ownership (including, but not limited to, beneficial ownership as defined advise or influence in Rule 13d-3 under any manner whatsoever any person or entity with respect to the Exchange Act) voting of any securities of the PCM or Systemax, as applicableCompany, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, whether alone or in concert with others, to control seek to control, change or influence in any manner the management, the board Board of directors Directors or the policies of PCM the Company, or Systemaxnominate any person as a Director of the Company, as applicable, including, but not limited to, a proposal pursuant or propose any matter to Rule 14a-8be voted upon by the stockholders of the Company; (iiie) make, request the Company (or in any way participateof its Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence); or (f) take any action that might require the Company to make a public announcement regarding a possible transaction; provided, however, that this paragraph (and all of the restrictions set forth in this paragraph) shall terminate immediately and automatically (without any “solicitation” action on the part of “proxies” either party hereto) upon (as such terms are used in i) the proxy rules under the Exchange Act and the regulations thereunder) to vote, announcement or seek to advise or influence commencement by any person with respect to the voting of any voting securities of the other party or any of its subsidiaries; (iv) form, join, or in any way participate in a “group” (within the meaning of Section 13(d)(313(d) under the Exchange Act) of a tender or exchange offer to acquire shares of common stock of the Company which, if successful, would result in such person or “group” owning (when combined with any other shares of common stock of the Company owned by such person or “group”) more than fifty percent (50%) of the then outstanding shares of common stock of the Company, (ii) the announcement by the Company of any merger, sale or other business combination transaction pursuant to which (A) the outstanding common stock of the Company would be converted into cash, (B) the holders of outstanding shares of common stock of the Company immediately prior to such transaction would hold, as a “group”, less than 50% of the outstanding shares of common stock of the surviving or resulting company or other entity in such transaction, or (C) all or substantial all of the Company’s assets would be sold or otherwise transferred or conveyed to any person or “group” (within the meaning of Section 13(d) under the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the parties, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) above.

Standstill. Without PCM’s Prior to the Expiration Date, neither Stockholder nor any Clearlake Entity will, without the prior written consent of the Company or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” its Board of Directors: (as defined in Rule 12b-2 under the Exchange Acta) not to, for a period of five years from the date of this Agreement: (i) purchase or otherwise acquire, or offeroffer to acquire, seek, propose or agree to acquire, ownership (includingdirectly or indirectly, but not limited toby purchase or otherwise, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) Beneficial Ownership of any voting securities of the PCM or Systemax, as applicable, or any direct or indirect rights to acquire Beneficial Ownership of any voting securities of the Company or options any subsidiary thereof, or of any successor to or Person in control of the Company, or any assets of the Company or any subsidiary or division thereof or of any such successor or controlling Person; provided, however, that notwithstanding the foregoing, nothing herein shall prohibit the Stockholder or any Clearlake Entity from acquiring voting securities of the Company (i) if after such acquisition the Stockholder or such Clearlake Entity is the Beneficial Owner of less than five percent (5.0%) in the aggregate of the voting securities or direct or indirect rights to acquire any such voting securities of the Company or any securities convertible into such securities (collectivelysubsidiary thereof, “Securities”); or of any successor to or Person in control of the Company, or (ii) seek as the owner of record on behalf of any other Persons (other than, in the case of Stockholder, Stockholder or proposeits Affiliates, alone or and in concert with othersthe case of any Clearlake Entity, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; other Clearlake Entities); (iiib) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules under of the Securities and Exchange Act and the regulations thereunder) to voteCommission), or seek to advise or influence any person Person or entity with respect to the voting of any voting securities of the other party Company; (c) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company or any of its subsidiariessecurities or assets; or (ivd) form, join, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act); (v) make Act in connection with any proposal or of the foregoing. Stockholder will promptly advise the Company of any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement inquiry or proposal whatsoever made to Stockholder with respect to any other transaction or proposed transaction between of the parties, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) aboveforegoing.

Standstill. Without PCM’s or Systemax’s consent(a) During the Restricted Period, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for a period of five years from the date of this Agreement: unless (i) purchase the Investor receives approval of a majority of the Independent Directors, or (ii) a bona-fide third party not directly or indirectly Affiliated or Associated with or acting at the direction or suggestion of the Investor (or is not otherwise a member of a Group with the Investor) has publicly announced an intention (individually or with another Person other than the Investor or an Affiliate or Associate of the Investor or any Group member) to commence an offer to acquire control of a majority of the outstanding voting shares of the Company (a “Third Party Announcement”), none of the Investor, the Investor’s Affiliates or its or their directors, officers, employees, agents or advisors will, directly or indirectly: (i) except pursuant to the Investor’s rights under Section 3.1, acquire, or offer, seek, propose offer to acquire or agree to acquire, ownership directly or indirectly, by purchase or otherwise, (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Acta) that number of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such that number of securities of the Company or any securities convertible into such securities Subsidiary that would result in a Beneficial Ownership Percentage of more than 49.99%, or (collectively, “Securities”); b) all or substantially all of the assets of the Company; (ii) seek or proposeexcept as otherwise permitted under this Agreement, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under of the Exchange Act and the regulations thereunderCommission) to votevote any voting securities of the Company or any Subsidiary, or seek to advise or influence any person Person with respect to the voting of any voting securities of the Company or any Subsidiary, except with respect to securities Beneficially Owned by the Investor or its Affiliates; (iii) make any public announcement with respect to, or submit a proposal for or offer of (with or without conditions), any merger, recapitalization, reorganization, business combination or other party extraordinary transaction involving the Company or any Subsidiary or any of its subsidiaries; or their securities or assets, except for an offer or proposal that complies with Section 3.7(c); (iv) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing, or otherwise form, join, join or in any way engage in discussions relating to the formation of, or participate in in, a “group” (within the meaning of Section 13(d)(3) of the Exchange ActAct in connection with any of the foregoing, except with respect to an offer or proposal that complies with Section 3.7(c); ; (v) make any proposal request the Company, its Affiliates or any statement regarding any proposalof its or their directors, whether written officers, employees, agents or oraladvisors, directly or indirectly, to amend or waive any provision of this Section 3.7(a) (including this sentence); or (vi) take or cause to be taken any action in furtherance of any of the board foregoing. (b) The Investor will promptly advise the Company of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement inquiry or proposal whatsoever made to the Investor with respect to any other transaction of the matters set forth under Section 3.7(a) during the Restricted Period. (c) After the Restricted Period, the Investor will not acquire, directly or proposed transaction between indirectly, by purchase or otherwise, that number of securities of the parties, any Company that would result in a Beneficial Ownership Percentage of PCM’s sixty-five percent (65%) or Systemax’s security holders, as applicablegreater unless either (i) a Third Party Announcement has occurred, or any of their respective affiliates(ii) the Investor acquires such securities pursuant to either, includingin the Investor’s sole discretion, without limitation, any acquisition, (y) a tender or exchange offer, merger, sale offer to acquire all of assets the outstanding voting securities of the Company not Beneficially Owned by the Investor or securitiesits Affiliates; provided that such offer is approved by the holders of a majority of the outstanding voting securities of the Company that are not Beneficially Owned by the Investor or its Affiliates, or (z) a merger or other business combination, unless negotiated transaction with the Company; provided that such merger or other negotiated transaction with the Company is approved by a majority of the Independent Directors and the holders of a majority of the outstanding voting securities of the Company that are not Beneficially Owned by the Investor or its Affiliates. (ad) the PCM’s Notwithstanding Sections 3.7(a) or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or the event any of the Notes are outstanding, unless the Beneficial Ownership Percentage is at least sixty-five percent (65%), the Investor agrees (and will cause its Affiliates) not to take any action that would reasonably be expected to trigger a Make-Whole Change in part, to any person with respect to the matters in clauses (i)-(v) aboveControl.

Standstill. Without PCM’s or Systemax’s consent, (a) Effective as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for a period of five years from the date of this Agreement: , other than as contemplated by this Agreement, each Investor agrees that, prior to August 8, 2005, it will not and will not permit any member of the Warburg Group or any other controlled Affiliate to, in any manner, whether publicly or otherwise, directly or indirectly, without the prior written consent of the Company, (i) purchase or otherwise acquire, agree to acquire or offer, seek, propose or agree make any public proposal to acquire, ownership (including, but not limited todirectly or indirectly, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any voting securities or assets of the PCM or Systemax, as applicable, Company or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectivelySubsidiary, “Securities”); (ii) seek enter into or proposepublicly propose to enter into, alone directly or in concert with othersindirectly, to any merger or other business combination or similar transaction or change of control involving the Company or influence in any manner the managementSubsidiary, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules under of the Exchange Act and the regulations thereunderCommission) to vote, or seek to advise or influence any person Person with respect to the voting of of, any voting securities of the other party Company or any of its subsidiaries; Subsidiary, (iv) call, or seek to call, a meeting of the Company's stockholders or initiate any stockholder proposal for action by stockholders of the Company, (v) bring any action or otherwise act to contest the validity of this Section 7.04 or seek a release of the restrictions contained in this Section 7.04, (vi) form, join, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between securities of the parties, any of PCM’s or Systemax’s security holders, as applicable, Company or any Subsidiary, (vii) other than any seat on the Board of their respective affiliatesDirectors expressly granted to the Warburg Group by Section 6.09, seek representation on the Board of Directors, the removal of any directors from the Board of Directors or a change in the size or composition of the Board of Directors (including, without limitation, voting for any acquisitiondirectors not nominated by the Board of Directors), tender (viii) enter into any discussions, negotiations, arrangements, understandings or exchange offer, merger, agreements (whether written or oral) with any other Person regarding any possible purchase or sale of any securities or assets of the Company or securitiesany Subsidiary, (ix) disclose any intention, plan or arrangement inconsistent with the foregoing, (x) take, or solicit, propose to or agree with any other business combinationPerson to take, unless (a) any similar actions designed to influence the PCM’s management or Systemax’s board control of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; Company or (vixi) providing financing (including guarantees)advise, assist or encourage any other Persons in whole or in part, to connection with any person with respect to of the matters in clauses (i)-(v) aboveforegoing.

Standstill. Without PCM’s or Systemax’s consentthe prior written approval of the Board, as applicableduring the Restriction Period, PCM and Systemax the Stockholder shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) each of its Affiliates not to, for a period of five years from the date of this Agreement: (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in any manner, alone or in concert with other Persons, (i) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or group (within the meaning of Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities, in either case, that would result in the Stockholder (together with its Affiliates), having Beneficial Ownership in more than 9.9% in the aggregate of the shares of the Company Common Stock outstanding at such time, (ii) (A) make, engage in, or in any way knowingly participate in, directly or indirectly, any “solicitation” of “proxies” proxies (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)) or 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 the Company, in each case, other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any stockholder meeting or (B) make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act and or otherwise), (iii) enter, agree to enter, publicly propose or publicly offer to enter into any merger, business combination, recapitalization, restructuring, change in control transaction or other similar extraordinary transaction involving the regulations thereunderCompany (unless such transaction is affirmatively recommended by the Board) to vote, or seek to advise or influence (iv) enter into any person agreements with any third party with respect to the voting of taking any voting securities of the other party actions set forth in the foregoing clauses (i), (ii) and (iii); provided that, notwithstanding the foregoing, nothing in this Section 6.3 shall restrict or prohibit (A) the Stockholder Designee from taking any action, or refraining from taking any action, which he or she determines is necessary or appropriate in light of his or her fiduciary duties as a Director, (B) the ability of the Stockholder to Sell shares of Company Common Stock to the extent permitted pursuant to Sections 5.2 or 5.3 or acquire shares of Company Common Stock pursuant to Section 6.4 (or any New Securities issued pursuant to Section 6.4), in each case, subject to and in accordance with the terms of this Agreement, and (C) compliance by the Stockholder with, or the exercise by the Stockholder of any of its subsidiaries; (iv) formrights under, jointhis Agreement. For the avoidance of doubt, or the parties hereto acknowledge and agree that the Stockholder and the Stockholder Representatives engaging in any way participate discussions with, and responding to inquiries from, current and former directors and executive officers, investment bankers and other industry participants regarding the Stockholder’s investment in a “group” (within the meaning of Section 13(d)(3) Company, the nature of the Exchange Act); (v) make any proposal or any statement regarding any proposalCompany Business and partnership, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between other opportunities involving the parties, Company or the Stockholder shall not be subject to or constitute a violation of this Section 6.3 so long as they are without the purpose or intent of taking any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless action set forth in the foregoing clauses (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposali), (bii) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guaranteesiii), in whole or in part, to any person with respect to the matters in clauses (i)-(v) above.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not toEach Party agrees that, for a period of five years eighteen (18) months from the date of this Agreement: Agreement (ithe “Standstill Period”), unless specifically invited in writing by the other Party, neither it nor any of its majority-owned subsidiaries will in any manner, directly or indirectly: (a) purchase or otherwise acquire, or offereffect, seek, offer or propose (whether publicly or agree otherwise) to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicableeffect, or any direct cause or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) makeparticipate in, or in any way participateintentionally assist any other Person to effect, directly seek, offer or indirectlypropose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of any securities (or beneficial ownership thereof) or assets of the other Party or any of its subsidiaries, (ii) any tender or exchange offer, in merger or other business combination involving the other Party or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other Party or any of its subsidiaries, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules under of the Securities and Exchange Act and the regulations thereunderCommission) or consents to vote, or seek to advise or influence any person with respect to the voting of vote any voting securities of the other party or any of its subsidiaries; Party; (ivb) form, join, join or in any way participate in a “group” (within as defined under the meaning Securities Exchange Act of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax1934, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever amended) with respect to any the securities of the other transaction or proposed transaction between the parties, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and Party; (c) make any public announcement with respect to such to, or submit an unsolicited proposal is approved in advance by PCM’s for or Systemax’s board offer of directors, as applicable; (with or (vi) providing financing (including guaranteeswithout conditions), in whole any extraordinary transaction involving the other Party or its securities or assets; (d) otherwise act, alone or in partconcert with others, to seek to change or influence the control of the management, Board of Directors or policies of the other Party; (e) take any person 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) enter into any discussions or arrangements with any third party with respect to any of the matters foregoing. Each Party also agrees during such period not to request the other Party (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence). Notwithstanding anything in clauses this Section 8 to the contrary, if, at any time during the Standstill Period, (i)-(vA) abovean announcement is made by a Provider or any other person (other than the Recipient or its Representatives) that a third party (other than the Recipient or its Representatives) is or may be interested in acquiring at least twenty percent (20%) of the outstanding capital stock of the Provider, voting control or a material part of the Provider’s assets (by way of a tender offer, exchange offer, proxy contest, acquisition or other similar transaction), or (B) a definitive agreement is executed by the Provider with a third party relating to such an acquisition of capital stock or assets, the restrictions set forth in this Section 8 shall immediately terminate and cease to be of any further effect on the Recipient. Notwithstanding any other provision of this Section 8, nothing in this Agreement shall prohibit or otherwise restrict a Recipient’s ability, either directly or through its Representative(s), to make any confidential proposal or offer, or to negotiate a confidential proposal or offer, with respect to a Provider to, or through, the Provider’s Board of Directors, the Chairman of the Board, the Chief Executive Officer, or any other officer of the Provider authorized by any of the foregoing to discuss offers or proposals (a “Permitted Proposal”), so long as the Permitted Proposal and negotiations related to a Permitted Proposal are not made public by the Recipient or its Representatives in violation of this Agreement. Further, the Parties agree that the (a) restrictions in this Agreement shall not prevent (i) any pension plan related to a Recipient or its subsidiaries from acquiring, or offering to acquire, securities of a Provider at any time or (ii) a Recipient’s financial advisors from engaging in ordinary course brokerage or other transactions involving the securities of a Provider at any time to the extent such transactions are executed by or on behalf of customers other than such Recipient or its subsidiaries.

Standstill. Without PCM’s or Systemax’s consent(a) During the Standstill Period, as applicable, PCM and Systemax the Investor shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) its Affiliates and Representatives acting on its and/or its Affiliates’ behalf not to, for directly or indirectly (including through any arrangements with a period of five years from the date of this Agreement: third party): (i) purchase except for Equity Securities received by way of subdivision, distribution in specie, share splits, share dividends, reclassifications, recapitalizations or otherwise other distributions by the Company in respect of its Ordinary Shares, (A) acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM propose or Systemax, as applicable, or any direct or indirect rights or options offer to acquire (including through the acquisition of Beneficial Ownership) (directly or indirectly, by purchase or otherwise) any such securities or any securities convertible into such securities Equity Securities (collectively, “Securities”other than the Conversion Shares); or (B) authorize or make a tender offer, exchange offer or other offer or proposal, whether oral or written, to acquire (directly or indirectly, by purchase or otherwise) any Equity Securities; (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies,” “consents” or “authorizations” to vote (as such terms are used in the proxy rules under of the Exchange Act and the regulations thereunder) to voteSEC), or seek to advise or influence any person Person with respect to the voting of any voting securities shares of Voting Securities (other than in each case (x) the Investor and its Affiliates, (y) in accordance with and consistent with the recommendation of the other party Board or any (z) with respect to the election of its subsidiaries; the Investor Nominee); (iviii) form, join, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act); , for the purpose of voting, acquiring, holding, or disposing of, any Voting Securities, other than a group consisting solely of the Investor and its Affiliates; (viv) make effect or seek to effect, offer or propose to effect, cause or participate in, or in any proposal way assist or facilitate any other Person to effect or seek, offer or propose to effect or participate in, with or without conditions, any acquisition of, or merger, amalgamation, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the parties, any of PCM’s or Systemax’s security holders, as applicable, Subsidiary thereof or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, its or their respective designated Representatives shall have requested in advance the submission of such proposalsecurities or assets (each, (ban “Extraordinary Transaction) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) make any public announcement with respect to such proposal is approved Extraordinary Transaction; provided, however, that this clause shall not preclude the tender by the Investor of any securities of the Company into any Third Party Tender/Exchange Offer (and any related conversion of the Notes to the extent required to effect such tender) or the vote by the Investor of any Voting Securities of the Company with respect to any Extraordinary Transaction in advance by PCM’s accordance with the recommendation of the Board; (v) request that the Company or Systemax’s board any of directorsits Subsidiaries, as applicable; directly or indirectly, amend or waive any provision of this Section 4; (vi) providing financing contest the validity or enforceability of any provision contained in this Section 4; (including guarantees)vii) call, or seek to call, a general meeting of the shareholders of the Company or initiate any shareholder proposal, or initiate or propose any action by written consent, in whole or in parteach case, to any person with respect for action by the shareholders of the Company; (viii) nominate candidates for election to the matters Board or otherwise seek representation on the Board (except as expressly set forth in clauses this Agreement) or seek the removal of any member of the Board (i)-(vexcept for the Investor Nominee, if applicable); or (ix) abovetake any action that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a transaction or any other matter described in this Section 4. (b) Nothing in this Section 4 shall, in and of itself, prohibit or restrict the voting (in such Person’s capacity as a Director) or other actions taken by the Investor Director in his or her capacity as a member of the Board and in compliance with and subject to his or her fiduciary duties as a member of the Board.

Standstill. Without PCM’s WRI agrees that, for the period from the date hereof through the Closing, except as expressly contemplated by the Asset Transaction or Systemax’s consentas permitted by this Agreement, as applicableincluding without limitation Section 5.2(b) hereof, PCM and Systemax it shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not permit any of its Subsidiaries to, for a period of five years from the date of this Agreement: (ia) purchase or otherwise in any manner acquire, agree to acquire or offer, seek, propose or agree make any proposal to acquire, ownership (includingdirectly or indirectly, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities or property of ONEOK or any of its Subsidiaries, (b) except at the specific written request of ONEOK, propose to enter into, directly or indirectly, any merger or business combination involving ONEOK or any of its Subsidiaries or to purchase, directly or indirectly, a material portion of the PCM or Systemax, as applicable, assets of ONEOK or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities of its Subsidiaries, (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iiic) make, or in any way participate, directly or indirectly, in any “"solicitation” of “" or "proxies” " (as such terms are used in the proxy rules under of the Exchange Act and the regulations thereunderSEC) to vote, or seek to advise or influence any person with respect to the voting of of, any voting securities of the other party ONEOK or any of its subsidiaries; Subsidiaries, (ivd) form, join, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the parties, any voting security of PCM’s or Systemax’s security holders, as applicable, ONEOK or any of their respective affiliatesits Subsidiaries, including(e) otherwise act, without limitationalone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ONEOK, (f) disclose any acquisitionintention, tender plan or exchange offerarrangement inconsistent with the foregoing or (g) advise, mergerassist or encourage any other persons in connection with any of the foregoing. WRI also agrees during such period not to (i) request ONEOK (or its directors, sale officers, employees or agents), directly or indirectly, to amend or waive any provision of assets or securitiesthis Section 6.19 (including this sentence), or other business combination, unless (aii) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed take any action which might require ONEOK to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any make a public announcement with respect to such proposal is approved in advance by PCM’s regarding the possibility of a business combination or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) abovemerger.

Standstill. Without PCM’s (a) During the Standstill Period, each Investor hereby agrees that neither such Investor nor any of its Affiliates will, without the prior written consent of the Company, directly or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for a period of five years from the date of this Agreementindirectly: (i) purchase effect, offer or otherwise acquirepublicly propose to effect, or offer, seek, propose cause or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined participate in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participateknowingly advise, directly assist or indirectlyencourage any other person to effect, offer or publicly propose to effect or participate in, (A) any acquisition of Shares or of any rights, warrants or options to acquire, or securities convertible into or exchangeable or exercisable for, any Shares (including derivative securities representing the right to vote or economic benefit of any Shares), in each case, that would result in such Investor and its Affiliates jointly holding or otherwise having beneficial ownership of more than 29.99% of the total number of Shares; (B) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries; (C) any liquidation or dissolution with respect to the Company or any of its subsidiaries; or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules under of the Exchange Act and the regulations thereunderSEC) or consents to vote, or seek to advise or influence any person with respect to the voting of vote any voting securities of the other party or any of its subsidiariesCompany; (ivii) form, join, join or in any way participate in a “group” (within as defined under the meaning of Section 13(d)(31000 Xxx) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any securities of the Company (other transaction than with each other and with their Affiliates); (iii) otherwise act, alone or proposed transaction between in concert with others, to seek to control the partiesmanagement, Board or policies of the Company; (iv) take any action that would reasonably be expected to force the Company to make a public announcement regarding any of PCM’s the types of matters set forth in clause (i) above; or Systemax’s security holders(v) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Following the expiration of the Standstill Period, as applicablethe foregoing restrictions shall terminate and cease to be of any further force or effect. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time during the Standstill Period, a party that is not an Investor or any of their respective affiliates, including, without limitation, any acquisitionits Affiliates (i) enters into an agreement with the Company contemplating the acquisition (by way of merger, tender offer or exchange otherwise) of, or (ii) commences a tender offer, mergerwhich was approved by the Board and is made to all stockholders of the Company for, sale in each case, at least 50% of assets the outstanding capital stock of the Company or securitiesall or substantially all of its assets, then the restrictions set forth in this Section 2 shall be suspended and cease to be of any further force or other business combination, unless (a) effect until the PCM’s expiration or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission termination of such proposal, (b) such proposal is directed to PCM’s agreement or Systemax’s board tender offer or until the public announcement of directors, as applicable, its withdrawal or their respective designated Representatives, and abandonment. (c) Notwithstanding the foregoing, nothing in this Agreement shall be construed to prevent any Investor from making any non-public announcement with respect to such proposal is approved in advance or offer regarding a transaction of the type that would otherwise be prohibited by PCM’s or Systemax’s board of directors, as applicable; or (viSection 2(a) providing financing (including guarantees), in whole or in part, to any person with respect directly to the matters in clauses (i)-(v) aboveBoard.

Standstill. Without PCM’s or Systemax’s consentExcept in connection with the acquisition of Shares by the Investor pursuant to the terms of this Agreement, as applicable, PCM and Systemax the Investor shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under without the Exchange Act) not to, for a period of five years from the date of this Agreement: (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities written consent of the PCM or SystemaxCompany, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in a public or private transaction, including by purchase in the open market, any Common Stock if the Investor’s Beneficial Ownership of the Common Stock would thereafter exceed [***] percent ([***]%). In addition, unless approved in advance in writing by the Company, the Investor agrees that it will not, directly or indirectly: (i) Make any statement or proposal to the Company, other than a non-public statement or proposal delivered directly to the Chief Executive Officer or Chairman of the Board of Directors, or to any of the Company’s stockholders regarding, or make any public announcement, proposal or offer (including an “solicitation” of “proxies” (as such terms are defined or used in the proxy rules under the Exchange Act and the regulations thereunder) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the other party or any of its subsidiaries; (iv) form, join, or in any way participate in a “group” (within the meaning of Section 13(d)(3) Regulation 14A of the Exchange Act); ) with respect to, or otherwise solicit, seek or offer to effect (vincluding, for the avoidance of doubt, indirectly by means of communication with the press or media) make (A) any business combination, merger, tender offer, exchange offer or similar transaction in the Company, (B) any restructuring, recapitalization, liquidation or similar transaction involving the Company, (C) any acquisition of any of the Company’s equity securities or assets or rights or options to acquire equity securities or assets, (D) any proposal or any statement regarding any proposal, whether written or oral, to seek representation on the board of directors of PCM the Company or Systemaxotherwise seek to control or influence the management, as applicableboard of directors or policies of the Company or (E) any proposal, arrangement or other statement that is inconsistent with this Section 6.2; (ii) Instigate, encourage or assist any Third Party (including forming a “group” with any such third party) to do, or enter into any director discussions or officer of PCM or Systemax, as applicable, or otherwise make agreements with any public announcement or proposal whatsoever Third Party with respect to any other transaction or proposed transaction between the partiesto, any of PCM’s or Systemax’s security holders, as applicable, the actions set forth in clause (i) above; (iii) Take any action which would reasonably be expected to require the Company or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed Affiliates to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any make a public announcement with respect to such proposal is approved regarding any of the actions set forth in advance by PCM’s or Systemax’s board clause (i) above; Notwithstanding the foregoing provisions, the restrictions set forth in this Section 6.2(a) shall terminate and be of directorsno further force and effect (x) if [***], as applicableprovided that the provisions of this Section 6.2(a) shall be revived if [***]; (y) upon [***]; or (viz) providing financing so long as the Investor’s Beneficial Ownership remains less than [***] percent (including guarantees)[***]%) of the Company’s Common Stock, in whole provided that the provisions of this Section 6.2(a) shall be revived at any time when the Investor’s Beneficial Ownership equals [***] percent ([***]%) or in part, more of the Company’s Common Stock. [***] Portions of this exhibit have been redacted pursuant to any person a confidential treatment request. An unredacted version of this exhibit has been filed separately with respect to the matters in clauses (i)-(v) aboveCommission.

Standstill. Without PCM’s Executive agrees that, during the Restricted Period, without the approval of a majority of the members of the Board, Executive will not and will cause his Affiliates or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective any persons with whom any of the foregoing has formed a “affiliatesgroup” (as defined in Rule 12b-2 under within the meaning of Section 13(d)(3) of the Exchange Act) (in each case, including any applicable successors and assigns) not to (together, the “Restricted Persons”) (a) make any public announcement with respect to, for a period of five years from the date of this Agreement: (i) purchase enter into any agreement to, offer or otherwise acquireseek or propose to enter into, directly or indirectly any tender or exchange offer, seekrestructuring, propose recapitalization, merger, acquisition transaction or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under other business combination involving the Exchange Act) of any securities of the PCM or Systemax, as applicable, Company or any direct of its subsidiaries or indirect rights or options to acquire any such their securities or any securities convertible into such securities assets, (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iiib) make, or in any way participateparticipate in, directly or indirectly, in any “solicitation” of “proxies,” “consents” or “authorizations” (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated under the Exchange Act and the regulations thereunderAct) to vote, or seek to advise or influence any person with respect to the voting of, any common stock of the Company (the “Common Stock”) or any voting other securities of the Company entitled to vote in the election of directors of the Company, or securities convertible into, or exercisable or exchangeable for common stock or such other party securities (collectively, “Voting Securities”), or securities of any of the Company’s subsidiaries or call a special stockholders’ meeting or make a stockholder proposal (including pursuant to Rule 14a-8 under the Exchange Act) for any such purpose, (c) otherwise act, alone or in concert with others, to seek representation or control, control or change the Board, governing instruments, stockholders, policies or affairs of the Company or any of its subsidiaries; , (ivd) directly or indirectly enter into negotiations, arrangements or understandings with any other person with respect to any of the foregoing activities or propose any of such activities, (e) form, joinjoin or in any way form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act)) in connection with any Voting Securities, or securities of the Company’s subsidiaries or 5 investments, (f) purchase or cause to be purchased (or sell short) or otherwise acquire or agree to acquire beneficial, economic or other ownership interest of any Voting Securities or debt of the Company or any securities or debt of the subsidiaries of the Company, other than pursuant to the exercise of the Warrants; (vg) make a public announcement regarding or take any proposal action which might force the Company or any of its subsidiaries to make a public announcement regarding any of the types of matters set forth above, (h) make or disclose any statement regarding any proposalintent, purpose, plan or proposal with respect to the Board, the Company or its Subsidiaries, its management, policies or affairs or any of its securities or assets or this Agreement or (i) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, assist or encourage or finance any other person in connection with any of the foregoing. Executive agrees that he will not and will cause the Restricted Persons not to publicly request or propose that the board Company waive, terminate or amend the provisions of directors Section 6(a) of PCM or Systemaxthis Agreement. For purposes of this Agreement, the term “Affiliate” shall have the respective meanings set forth set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the term “Exchange Act” shall mean the Securities Exchange Act of 1934, as applicableamended, or any director successor statute; and the term “person” shall mean any individual, corporation (including not-for-profit), general or officer of PCM limited partnership, limited liability or Systemaxunlimited liability company, as applicablejoint venture, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the partiesestate, any of PCM’s or Systemax’s security holderstrust, as applicableassociation, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, organization or other business combination, unless (a) the PCM’s entity of any kind or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) abovenature.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under The Investor agrees that until the Exchange Act) not to, for a period later of five years from the date of this Agreement: (i) purchase twelve (12) months after the Investor Board Seat Fall-Away and no Investor Director or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under Advisor Director is serving on the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); Board and (ii) seek or proposethe three-year anniversary of the Closing Date, alone or in concert with others, to control or influence in any manner without the managementprior written approval of the Board, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participateInvestor will not, directly or indirectly, and will cause its Affiliates not to: (a) acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise, any securities or direct or indirect rights to acquire any securities of the Company or any of its Affiliates, any securities convertible into or exchangeable for any such securities, any options or other derivative securities or contracts or instruments in any way related to the price of shares of Common Stock or any assets or property of the Company or any Subsidiary of the Company; (b) make or in any way encourage or participate in any “solicitation” of “proxies” (whether or not relating to the election or removal of directors), as such terms are used in the proxy rules under of the Exchange Act and the regulations thereunder) SEC, to vote, or seek to advise or influence any person Person with respect to the voting of of, any voting securities of the other party Company or any of its subsidiaries; Subsidiaries, or call or seek to call a meeting of the Company’s stockholders or initiate any stockholder proposal for action by the Company’s stockholders, or seek election to or to place a representative on the Board or seek the removal of any director from the Board; (ivc) formmake any public announcement with respect to, joinor offer, seek, propose or indicate an interest in (in each case with or without conditions), any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization or purchase of a material portion of the assets, properties or securities of the Company or any Subsidiary of the Company, or any other extraordinary transaction involving the Company or any Subsidiary of the Company or any of their respective securities, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; (d) otherwise act, alone or in concert with others, to seek to control or influence, in any manner, the management, board of directors or policies of the Company or any of its Subsidiaries; (e) make any proposal or statement of inquiry or disclose any intention, plan or arrangement inconsistent with any of the foregoing; (f) advise, assist, encourage or direct any Person to do, or to advise, assist, encourage or direct any other Person to do, any of the foregoing; (g) take any action that would, in effect, require the Company to make a public announcement regarding the possibility of a transaction or any of the events described in this Section 5.07; (h) enter into any discussions, negotiations, arrangements or understandings with any third party (including, without limitation, security holders of the Company) with respect to any of the foregoing, including, without limitation, forming, joining or in any way participate participating in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act); (v) make with any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever third party with respect to any other transaction securities of the Company or proposed transaction between the parties, otherwise in connection with any of PCM’s or Systemax’s security holders, as applicable, the foregoing; (i) request the Company or any of their respective affiliatesits Representatives, directly or indirectly, to amend or waive any provision of this Section 5.07, provided that this clause shall not prohibit the Investor Parties from making a confidential request to the Company seeking an amendment or waiver of the provisions of this Section 5.07, 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; or (j) contest the validity of this Section 5.07 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 5.07; provided, however, that nothing in this Section 5.07 will limit (1) the Investor Parties’ ability to vote (subject to Section 5.11), Transfer (subject to Section 5.08), convert (subject to Section 6 (Right of the Holders to Convert) of the Certificate of Designations) or otherwise exercise rights under its Common Stock or Series A Preferred Stock or (2) the ability of any Investor Director or Advisor Director to act in his or her capacity as a member of the Board including, without limitationbut not limited to, any acquisition, tender his or exchange offer, merger, sale of assets her ability to vote or securities, otherwise exercise his or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) aboveher fiduciary duties.

Standstill. Without PCM’s or Systemax’s consentThe Shareholder hereby agrees that, as applicablefrom and after the date hereof, PCM the Shareholder and Systemax its Affiliates shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not todirectly or indirectly, for a period of five years from the date of this Agreement: (i) purchase except with the prior written consent of Parent or (ii) unless expressly contemplated by the terms of this Agreement or the Merger Agreement: (a) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a “Transfer”), or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any or all of the Subject Shares of the Shareholder or any of its Affiliates; (b) acquire, or offeroffer to acquire, seek, propose or agree to acquire, ownership (includingdirectly or indirectly, but not limited toby purchase or otherwise, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities Common Stock or any other securities convertible into such securities (collectivelyof Target, “Securities”); (ii) seek or proposeany assets of Target or any Subsidiary or division thereof, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal except pursuant to Rule 14a-8; the 10b5-1 Plan, dated August 22, 2006, prior to February 22, 2007; (iiic) make, or in any way participateparticipate in, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under of the Securities and Exchange Act and Commission (the regulations thereunder“SEC”)) to votevote (including by consent), or seek to advise or influence any person Person with respect to the voting of of, any voting securities of Target (including, without limitation, by making publicly known the other party position of the Shareholder or any of its subsidiaries; Affiliates on any matter presented to shareholders of Target), other than to recommend that shareholders of Target vote in favor of the Merger and the Merger Agreement; (ivd) submit to Target any shareholder proposal under Rule 14a-8 under the Exchange Act; (e) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving Target or its securities or assets; (f) form, join, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of under the Exchange Act); ) in connection with any of the foregoing; (vg) make seek in any proposal way, directly or any statement regarding any proposal, whether written or oralindirectly, to the board have any provision of directors of PCM this Section 3.1 amended, modified or Systemaxwaived; or (h) otherwise take, as applicable, directly or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the partiesindirectly, any actions with the purpose or effect of PCM’s avoiding or Systemax’s security holderscircumventing any provision of this Section 3.1 or which could reasonably be expected to have the effect of preventing, as applicableimpeding, interfering with or any adversely affecting the consummation of their respective affiliatesthe transactions contemplated by the Merger Agreement or its ability to perform its obligations under this Agreement; provided; however, including, without limitation, any acquisition, tender or exchange offer, merger, sale that at no time and in no event shall the shares of assets or securities, or other business combination, unless (aCommon Stock subject to Section 3.1(a) above exceed the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated RepresentativesMaximum Restricted Amount, and (c) any public announcement with respect if the Subject Shares exceed the Maximum Restricted Amount, then only such number of shares as equals the Maximum Restricted Amount shall be subject to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guaranteesSection 3.1(a), in whole or in part, to any person with respect to the matters in clauses (i)-(v) above.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not toEach Company agrees that, for a period of five years from eighteen months after the latest date set forth on the signature page hereto, unless specifically invited in writing by the other Company, neither it nor any of this Agreement: its Representatives (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) acting on behalf of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control such Company or influence its other Representatives) will in any manner the managementmanner, the board of directors directly or the policies of PCM indirectly: (a) effect, seek, offer or Systemaxpropose (whether publicly or otherwise) to effect, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) makeor cause or participate in, or in any way participateassist any other Person to effect, directly seek, offer or indirectlypropose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of any securities (or beneficial ownership thereof), in assets, indebtedness of the other Company or any of its subsidiaries, (ii) any tender or exchange offer, merger or other business combination involving the other Company or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other Company or any of its subsidiaries, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules under of the Securities and Exchange Act and the regulations thereunderCommission) or consents to vote, or seek to advise or influence any person with respect to the voting of vote any voting securities of the other party or any of its subsidiaries; Company; (ivb) form, join, join or in any way participate in a “group” (within as defined under the meaning of Section 13(d)(30000 Xxx) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any the securities of the other transaction or proposed transaction between the parties, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and Company; (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 Company or its securities, assets or indebtedness; (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 Company; (e) take any action which might force the other Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Each Company also agrees during such period not to request the other Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section 8 (including this sentence). The foregoing restrictions in this Section 8 shall not apply to any of a Company’s Representatives effecting or recommending transactions in securities (1) in the ordinary course of its business as an investment advisor, broker, dealer in securities, market maker, specialist or block positioner and (2) not at the direction or request of such Company or any of its other Representatives. Notwithstanding the foregoing, this paragraph 8 shall not apply if (a) a third party enters into any agreement with the Company providing for the acquisition (by way of merger or otherwise) of more than 50% of the outstanding voting securities of the Company or assets of the Company or its subsidiaries representing more than 50% of the consolidated revenues or earnings power of the Company and its subsidiaries, taken as a whole, (b) any person commences a tender or exchange offer which, if consummated, would result in such person’s acquisition of beneficial ownership of more than 50% of the outstanding voting securities of the Company, and in connection therewith, the Company files with the Securities and Exchange Commission a Schedule 14D-9 with respect to such proposal is approved in advance by PCMoffer that recommends that the Company’s or Systemax’s board of directors, as applicablestockholders reject such offer; or (vic) providing financing the Company’s Board of Directors (including guarantees)or any duly constituted committee thereof composed entirely of independent directors) shall have determined in good faith, in whole after consultation with outside legal counsel, that the failure to waive, limit, amend or in partotherwise modify the Standstill, would be reasonably likely to any person be inconsistent with the fiduciary duties of the Company’s directors under applicable law; provided, however, that with respect to the matters in clauses (i)-(va), (b) aboveand (c) of this sentence, you shall not have solicited, initiated, encouraged or taken any action to facilitate or assist or participate with any such other person or group in connection with any of the transactions contemplated by clauses (a), (b) and (c) of this sentence.

Standstill. Without PCM’s or Systemax’s consentThe Shareholder hereby agrees that, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for a period of five years from the date of this Agreement: hereof until the Shareholder Termination Date and for one (i1) purchase year thereafter, unless specifically requested in writing in advance by the Company, the Shareholder shall not (and shall not assist, advise, act in concert or otherwise acquireparticipate with or encourage others to), directly or indirectly (including through any corporation or other entity owned or controlled by the Shareholder): (a) acquire (or agree, offer, seek, seek or propose or agree to acquire, ownership (includingin each case publicly or privately) by purchase, tender offer, exchange offer, agreement or business combination or in any other manner, any ownership, including but not limited toto beneficial ownership, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act) ”), of any securities material assets or businesses of the PCM Company or Systemax, as applicableany of its Affiliates or of Shares equal to over 5% of the outstanding voting power in the Company, or any direct or indirect rights or options to acquire such ownership (including from any such securities or any securities convertible into such securities (collectively, “Securities”third party); (iib) seek publicly or privately offer to enter into, or publicly or privately propose, alone any merger, business combination, recapitalization, restructuring or in concert other extraordinary transaction with others, to control the Company or influence in any manner the management, the board of directors its Affiliates; (c) initiate any shareholder proposal or the policies convening of PCM a shareholders’ meeting of or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8involving the Company or any of its Affiliates; (iiid) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” solicit proxies (as such terms are used defined in the proxy rules Rule 14a-1 under the Exchange Act and Act), whether or not such solicitation is exempt pursuant to Rule 14a-2 under the regulations thereunder) Exchange Act, with respect to voteany matter from, or otherwise seek to influence, advise or influence direct the vote of, holders of any Shares, or make any communication exempted from the definition of solicitation by Rule 14a-1(l)(2)(iv) under the Exchange Act; (e) otherwise seek or propose to influence, advise, change or control the management, board of directors, governing instruments, affairs or policies of the Company or any of its Affiliates (other than in his role as President of Big Fish Games, Inc.); (f) enter into any discussions, negotiations, agreements, arrangements or understandings with any other person with respect to any matter described in the voting of any voting securities of the other party foregoing clauses (a) through (e) or any of its subsidiaries; (iv) form, join, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act)) to vote, acquire or dispose of any Shares or any securities in the Company’s Affiliates; (vg) request that the Company (or its board of directors) amend, waive, grant any consent under or otherwise not enforce any provision of this Section 2.2, or refer to any desire or intention, but for this Section 2.2, to do so; or (h) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicablepublic disclosure, or take any director action that could reasonably be expected to require the Shareholder or officer of PCM or Systemaxthe Company to make a public disclosure, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any of the matters set forth in this Agreement. For purposes of this Section 2.2, the following will be deemed to be an acquisition of beneficial ownership of Shares or other transaction securities: (1) establishing or proposed transaction between the parties, any of PCM’s or Systemax’s security holders, as applicableincreasing a call equivalent position, or any of their respective affiliatesliquidating or decreasing a put equivalent position, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s Shares or Systemax’s board other securities within the meaning of directors, as applicableSection 16 of the Exchange Act; or (vi2) providing financing (including guarantees)entering into any swap or other arrangement that results in the acquisition of any of the economic consequences of ownership of such Shares or other securities, whether such transaction is to be settled by delivery of such Shares or other securities, in whole cash or in part, to any person with respect to the matters in clauses (i)-(v) aboveotherwise.

Standstill. Without PCM’s or Systemax’s consentDuring the Cooperation Period, as applicable, PCM and Systemax shall the D. E. Shaw Parties will not, and shall will cause their respective controlled Affiliates and their collective Covered Persons acting on their behalf (collectively with the D. E. Shaw Parties, the “affiliates” (as defined Restricted Persons”) to not, directly or indirectly, without the prior consent, invitation, or authorization of the Company or the Board, in Rule 12b-2 under the Exchange Act) not toeach case, for a period of five years from the date of this Agreement: in writing: (i) purchase or otherwise acquire, or offer, seek, propose offer or agree to acquire, ownership (includingby purchase or otherwise, but not limited to, or direct any Third Party in the acquisition of record or beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities shares of the PCM Common Stock or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into shares of Common Stock, or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to any shares of Common Stock or securities convertible into shares of Common Stock, in each case, if such securities acquisition, offer, agreement or transaction would result, if consummated, in the D. E. Shaw Parties (collectivelytogether with their Affiliates) having beneficial ownership of, “Securities”); or aggregate economic or voting exposure to, more than 7.5% of the Common Stock outstanding at such time; (ii) (A) call or seek to call (publicly or proposeotherwise), alone or in concert with others, a meeting of the Company’s stockholders (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 control the Board, except as expressly set forth in Section 1, (C) make or influence 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 the removal of any member of the Board, or (E) conduct a referendum of stockholders of the Company or engage in any “withhold” or similar campaign; (iii) make any request for any stockholder list or similar materials or other books and records of the Company or any of its subsidiaries, whether pursuant to Section 220 of the Delaware General Corporation Law or any other statutory or regulatory provisions providing for stockholder access to books and records of the Company or its Affiliates; (iv) engage in any “solicitation” (as such term is used in the proxy rules promulgated under the Exchange Act but without giving effect to any of the exclusions from such definition under SEC rules, including the exclusion relating to solicitations of ten or fewer stockholders) of proxies 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 Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies; (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 votes as to matters submitted to a stockholder vote during the Cooperation Period; (vi) take any action in support of or make any proposal, announcement or request, either publicly or in a manner that would reasonably be expected to result in or require public disclosure, with respect to, (A) any change in the number, term or identity of directors of the Company or the filling of any vacancies on the Board other than as provided under Section 1, (B) any change in the business, capitalization, capital allocation policy or dividend policy of the Company or sale, spinoff, splitoff or other similar separation of one or more business units or any other Extraordinary Transaction, (C) any other change to the Board or the Company’s management, business or corporate or governance structure, (D) any waiver, amendment or modification to the board Organizational Documents, (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 a class of securities of the Company 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, or other authority to vote, any Common Stock, 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); (viii) form, join, knowingly encourage or knowingly participate in or act in concert with any “group” as defined in Section 13(d)(3) of the Exchange Act, with respect to any shares of Common Stock or securities convertible into shares of Common Stock, other than solely with Affiliates of the D. E. Shaw Parties with respect to any shares of Common Stock or securities convertible into shares of Common Stock now or hereafter owned by them; (ix) enter into a voting trust, arrangement or agreement, or subject any shares of Common Stock or securities convertible into shares of Common Stock 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 D. E. Shaw Parties, or (C) granting proxies in solicitations approved by the Board; (x) 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 held by a Restricted Person to any Third Party; (xi) institute, solicit, knowingly assist 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 will 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 or participating in bona fide commercial or legal 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; (xii) make any disclosure or announcement, either publicly or in a manner reasonably likely to result in or require public disclosure, regarding any intent, purpose, place or proposal with respect to the Board, the Company, its management, policies or affairs, strategy, operations, financial results, any of PCM its securities or Systemaxassets or this Agreement, except in a manner consistent with the Press Release and the other provisions of this Agreement; (xiii) 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 (xiv) 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 Restricted Persons will instruct their respective Representatives acting on their behalf to comply with this Section 2(c) and any failure by such Representatives to comply with such instructions will be deemed a breach by the D. E. Shaw Parties of this Section 2(c). The restrictions in this Section 2 will terminate automatically upon any material breach of this Agreement by the Company (including a failure by the Company to comply with its obligations in Section 1 to appoint or nominate the New Director, as applicable, includingor appoint any Replacement New Director, but if applicable, to the Board in accordance with Section 1, a failure to perform any of the actions contemplated in Section 1(e) or a failure by the Company to issue the Press Release in accordance with Section 3) upon five business days’ written notice by any of the D. E. Shaw Parties to the Company if such breach has not limited been cured within such notice period; provided, that the D. E. Shaw Parties (i) specify in such written notice, in reasonable detail, the material breach on which they are relying to terminate its obligations under this Section 2 and (ii) are not in material breach of this Agreement at the time such notice is given or during the notice period. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including the restrictions in this Section 2) will prohibit or restrict any of the Restricted Persons from (A) making any factual statement to comply with any subpoena, legal requirement or other legal process or to 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) or making any regulatory filing required pursuant to the Exchange Act or any other applicable regulatory regime (provided, that any such legal requirement or regulatory filing does not arise from or relate to an action by a Restricted Person that would otherwise violate Section 2(a) or Section 2(c) and any such statement, whether or not in a regulatory filing, does not otherwise violate Section 2(a) or Section 2(c)), (B) communicating privately with the Board or any of the Company’s senior officers regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, result in or require the Company or the D. E. Shaw Parties to make public disclosure (of any kind) with respect thereto, (C) (unless and until the Company commits to renominate and support the New Director or a proposal Replacement New Director, as applicable at the 2024 Annual Meeting, pursuant to Rule 14a-8; the notice process provided for in Section 2(a)) taking actions in furtherance of identifying and nominating director candidates in connection with the 2024 Annual Meeting, so long as such actions are not intended to, and would not reasonably be expected to, result in or require the Company or the D. E. Shaw Parties to make public disclosure (iiiof any kind) makewith respect thereto, (D) 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, or in any way participate(E) negotiating, evaluating and/or trading, directly or indirectly, in any “solicitation” index fund, exchange traded fund, benchmark fund or broad basket of “proxies” (as such terms are used in securities which may contain or otherwise reflect the proxy rules under the Exchange Act and the regulations thereunder) to voteperformance of, or seek to advise or influence any person with respect to the voting of any voting but not primarily consist of, securities of the other party or any Company. Furthermore, for the avoidance of its subsidiaries; (iv) formdoubt, join, or nothing in this Agreement will be deemed to restrict in any way participate the New Director in a “group” (within the meaning exercise of Section 13(d)(3) of the Exchange Act); (v) make any proposal his or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the parties, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) aboveher fiduciary duties.

Standstill. Without PCM’s or Systemax’s consentExcept in connection with the acquisition of Shares by the Investor pursuant to the terms of this Agreement, as applicable, PCM and Systemax the Investor shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under without the Exchange Act) not to, for a period of five years from the date of this Agreement: (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities written consent of the PCM or SystemaxCompany, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in a public or private transaction, including by purchase in the open market, any Common Stock if the Investor’s Beneficial Ownership of the Common Stock would thereafter exceed [**] percent ([**]%). In addition, unless approved in advance in writing by the Company, the Investor agrees that it will not, directly or indirectly: (i) Make any statement or proposal to the Company (other than a non-public statement or proposal delivered directly to the Chief Executive Officer or Chairman of the Board of Directors) or to any of the Company’s stockholders regarding, or make any public announcement, proposal or offer (including an “solicitation” of “proxies” (as such terms are defined or used in the proxy rules under Regulation 14A of the Exchange Act and the regulations thereunderAct) to votewith respect to, or otherwise solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or media) (A) any business combination, merger, tender offer, exchange offer or similar transaction in the Company, (B) any restructuring, recapitalization, liquidation or similar transaction involving the Company, (C) any acquisition of any of the Company’s equity securities or assets or rights or options to acquire equity securities or assets, (D) any proposal to seek representation on the Board of Directors of the Company or otherwise seek to advise control or influence any person with respect to the voting management, Board of any voting securities Directors or policies of the Company or (E) any proposal, arrangement or other party statement that is inconsistent with this Section 6.2; (ii) Instigate, encourage or assist any of its subsidiaries; Third Party (iv) form, join, or in any way participate in 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 (within i) above; or (iii) Take any action which would reasonably be expected to require the meaning Company or any of is Affiliates to make a public announcement regarding any of the actions set forth in clause (i) above. Notwithstanding the foregoing provisions, the restrictions set forth in this Section 13(d)(36.2(a) shall terminate and be of no further force and effect (x) if [**], provided that the provisions of this Section 6.2(a) shall be revived if [**]; (y) upon [**]; or (z) so long as the Investor’s Beneficial Ownership remains less than [**] percent ([**]%) of the Exchange Act); Company’s Common Stock, provided that the provisions of this Section 6.2(a) shall be revived at any time when the Investor’s Beneficial Ownership equals [**] percent (v[**]%) make any proposal or any statement regarding any proposal, whether written or oral, to more of the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the parties, any of PCMCompany’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) aboveCommon Stock.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM Recipient hereby acknowledges and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not toagrees that, for a period of five years from six (6) months after the date of this Agreement: Agreement (ithe “Restricted Period”), unless Recipient has received prior written consent from Iconix, it will not, and it will cause its Representatives not to, directly or indirectly: (a) purchase or otherwise acquire, or offeroffer to acquire, seek, propose or agree to acquire, ownership (includingdirectly or indirectly, but not limited toby purchase or otherwise, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or of Iconix, any securities convertible into or exchangeable for any such securities, any options or other derivative securities (collectively, “Securities”); (ii) seek or propose, alone contracts or in concert with others, to control or influence instruments in any manner way related to the managementprice of shares of common stock of Iconix, the board or any assets or property of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; Iconix; (iiib) make, or in any way participateparticipate in, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under of the Securities and Exchange Act and the regulations thereunderCommission) to votevote (or the solicitation of consents), or seek to advise or influence any person or entity with respect to the voting of, or grant of consents with respect to, any voting securities of Iconix, or call or seek to call a meeting of Iconix’s stockholders or initiate any stockholder proposal for action by Iconix’s stockholders, or seek election to or to place a representative on the board of directors of Iconix or seek the removal of any director from the board of directors of Iconix; (c) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender or exchange offer, restructuring, recapitalization or other party extraordinary transaction of or any of involving Iconix or its subsidiaries; securities or assets; (ivd) form, join, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Securities Exchange Act); Act of 1934, as amended) in connection with any voting securities of Iconix; (ve) make have any proposal discussions or enter into any statement regarding any proposalarrangements, understandings or agreements (whether written or oral, to the board of directors of PCM or Systemax, as applicable) with, or advise, assist or encourage, any director or officer other persons in connection with any of PCM or Systemax, as applicable, or otherwise the foregoing; or (f) take any action that would require Iconix to make any a public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between regarding the parties, any possibility of PCM’s or Systemax’s security holders, as applicable, a Relationship or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested events described in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) abovethis Section 7.

Standstill. Without PCM’s Except for securities acquired pursuant to or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for a period of five years from the date of contemplated by this Agreement, neither Executive nor any affiliates or representative of Executive (acting on behalf of or in concert with Executive, any of Executive’s affiliates or any of Executive’s other representatives) will, at any time during the eighteen (18)-month period commencing on the Termination Date (or, at any time during such period, assist, advise, act in concert or participate with or encourage others to), directly or indirectly: (i) purchase acquire or otherwise acquireagree, or offer, seek, seek or propose or agree to acquire, ownership (by purchase, tender offer, exchange offer, agreement or business combination or in any other manner, any ownership, including, but not limited to, beneficial ownership ownership, as defined in Rule 13d-3 under the Securities Exchange Act) Act of 1934, of any of the assets, businesses or securities of the PCM or Systemax, as applicable, Company or any direct or indirect subsidiary thereof, or any rights or options to acquire such ownership (including from any such securities or any securities convertible into such securities (collectively, “Securities”third party); (ii) seek offer to enter into or proposepropose any merger, alone business combination, recapitalization, restructuring or in concert other extraordinary transaction with others, to control Company or influence in any manner the management, the board of directors direct or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8indirect subsidiary thereof; (iii) make, initiate any stockholder proposal or in the convening of a stockholders’ meeting of or involving Company or any way participate, directly direct or indirectly, in any “solicitation” of “proxies” indirect subsidiary thereof; (iv) solicit proxies (as such terms are used defined in the proxy rules Rule 14a-1 under the Exchange Act and Act), whether or not such solicitation is exempt pursuant to Rule 14a-2 under the regulations thereunder) Exchange Act, with respect to voteany matter from, or otherwise seek to influence, advise or influence direct the vote of, holders of any shares of capital stock of Company or any securities convertible into, exchangeable for or exercisable for (in each case, whether currently or upon the occurrence of any contingency) such capital stock, or make any communication exempted from the definition of solicitation by Rule 14a-1(l)(2)(iv) under the Exchange Act; (v) otherwise seek or propose to influence, advise, change or control the management, board of directors, governing instruments, affairs or policies of Company or any direct or indirect subsidiary thereof; (vi) enter into any discussions, negotiations, agreements, arrangements or understandings with any other person with respect to any matter described in the voting of any voting securities of the other party foregoing clauses (i) through (vi); (vii) request that Company (or any of its subsidiaries; representatives) amend or waive any provision of this subsection (iv) form, join, or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Actd); or (vviii) make any proposal or any statement regarding any proposalother than as required by law, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement disclosure, or proposal whatsoever take any action that could reasonably be expected to require Executive or Company to make a public disclosure, with respect to any other transaction or proposed transaction between the parties, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters set forth in clauses this subsection (i)-(v) aboved).

Standstill. Without PCM’s or Systemax’s consent(a) Each Investor agrees that, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for a period of five years from the date of this Agreement: Agreement until the expiration of the Standstill Period (as defined below), without the prior written consent of a majority of the Board specifically expressed in a written resolution, neither it nor any of its Related Persons (as defined herein) will, and it will cause each of its Related Persons not to, directly or indirectly, alone or with others, in any manner: (i) purchase propose or publicly announce or otherwise acquire, publicly disclose an intent to propose or offer, seek, propose enter into or agree to acquireenter into, ownership singly or with any other person, directly or indirectly, (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Actx) any form of any business combination or acquisition or other transaction relating to a material amount of assets or securities of the PCM or Systemax, as applicable, Company or any direct of its subsidiaries, (y) any form of restructuring, recapitalization or indirect rights or options similar transaction with respect to acquire any such securities the Company or any securities convertible into of its subsidiaries or (z) any form of tender or exchange offer for the Common Stock, whether or not such securities (collectively, “Securities”); transaction involves a change of control of the Company; (ii) seek or propose, alone or in concert with others, to control or influence engage in any manner solicitation of proxies or written consents to vote any voting securities of the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) makeCompany, or conduct any non-binding referendum with respect to any voting securities of the Company, or assist or participate in any way participateother way, directly or indirectly, in any solicitation of proxies or written consents with respect to any voting securities of the Company, or otherwise become a “participant” in a “solicitation,” of “proxies” (as such terms are used defined in the proxy rules Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act and Act, to vote any securities of the regulations thereunderCompany in opposition to any recommendation or proposal of the Board; (iii) acquire, offer or propose to voteacquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any additional securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities of the Company, that would result, or could result, in the Investor Group owning, in the aggregate (amongst all of the Investors and any Affiliate or Associate thereof), in excess of 10% of the shares of Common Stock outstanding; (iv) seek to advise advise, encourage or influence any person with respect to the voting of (or execution of a written consent in respect of) or disposition of any voting securities of the Company, other party than in a manner in accordance with Section 2; (v) sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, any securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities held by the Investors to any person or entity that would knowingly result in any third party, together with its Affiliates and Associates, owning, controlling or otherwise having any, beneficial, economic or other ownership interest representing in the aggregate 5% or more of its subsidiaries; the shares of Common Stock outstanding at such time; (ivvi) sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, any securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities held by the Investors to any Affiliate or Associate of the Investors not a party to this Agreement; (vii) except as otherwise set forth in this Agreement, take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, governance, policies, strategic direction, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s Amended and Restated Certificate of Incorporation or Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) call or seek to call, or request the call of, alone or in concert with others, any meeting of stockholders, whether or not such a meeting is permitted by the Company’s Amended and Restated Certificate of Incorporation or Bylaws, including, but not limited to, a “town hall meeting;” (ix) seek, alone or in concert with others, representation on the Board, except as expressly permitted by this Agreement; (x) initiate, encourage or participate in any “vote no,” “withhold” or similar campaign; (xi) 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 the members of the Investor Group that is otherwise in accordance with this Agreement); (xii) seek, or encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors of the Company or with respect to the submission of any stockholder proposals (including any submission of stockholder proposals pursuant to Rule 14a-8 under the Exchange Act); (xiii) form, join, join or in any other way participate in a any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than the Investor Group); (xiv) demand a copy of the Company’s list of stockholders or its other books and records, whether pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”) or pursuant to any other statutory right; (xv) commence, encourage, or support any derivative action in the name of the Company, or any class action against the Company or any of its officers or directors in order to, directly or indirectly, effect any of the actions expressly prohibited by this Agreement or cause the Company to amend or waive any of the provisions of this Agreement; provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Investor from (vA) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against an Investor, or (C) exercising statutory dissenters, appraisal or similar rights under the DGCL; provided, further, that the foregoing shall also not prevent the Investors from responding to or complying with a validly issued legal process in connection with litigation that it did not initiate, invite, facilitate or encourage, except as otherwise permitted in this Section (3)(a)(xv); (xvi) disclose publicly or privately, in a manner that could reasonably be expected to become public any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; provided, however, that nothing herein shall prohibit the Investor Group from engaging in private discussions with the Company concerning the Investor Group’s views or suggestions concerning the Company; (xvii) enter into any negotiations, agreements or understandings with any person or entity with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any person or entity to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; (xviii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any party; (xix) take any action challenging the validity or enforceability of any of the provisions of this Section 3 or publicly disclose, or cause or facilitate the public disclosure (including, without limitation, the filing of any document with the SEC or any statement regarding other governmental agency or any proposaldisclosure to any journalist, whether member of the media or securities analyst) of, any intent, purpose, plan or proposal to either (A) obtain any waiver or consent under, or any amendment of, any provision of this Agreement, or (B) take any action challenging the validity or enforceability of any provisions of this Section 3; or (xx) otherwise take, or solicit, cause or encourage others to take, any action inconsistent with the foregoing. (b) Notwithstanding the foregoing, the provisions of this Section 3 shall not limit in any respect the actions of any director of the Company (including, but not limited to, the New Directors) in their capacity as such, recognizing that such actions are subject to such director’s fiduciary duties to the Company and its stockholders (it being understood and agreed that neither the Investors nor any of their Affiliates or Associates shall seek to do indirectly through the New Directors anything that would be prohibited if done by any of the Investors or their Affiliates and Associates directly). For the avoidance of doubt, no provision in this Section 3 or elsewhere in this Agreement shall prohibit privately-negotiated transactions in the Common Stock solely between or among the Investors. (c) As of the date of this Agreement, none of the Investors are engaged in any discussions or negotiations with any person, and do not have any agreements, arrangements, or understandings, written or oral, formal or informal, and whether or not legally enforceable with any person concerning the acquisition of economic ownership of any securities of the Company, and have no actual and non-public knowledge that any other stockholders of the Company have any present or future intention of taking any actions that if taken by the Investors would violate any of the terms of this Agreement. The Investors agree to refrain from taking any actions during the board Standstill Period to intentionally encourage other stockholders of directors of PCM or Systemax, as applicablethe Company, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect other persons to any other transaction or proposed transaction between the parties, engage in any of PCM’s or Systemax’s security holdersthe actions referred to in the previous sentence. (d) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms “beneficial owner” and “beneficial ownership” shall have the same meanings as applicable, set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; the terms “economic owner” and “economically own” shall have the same meanings as “beneficial owner” and “beneficially own,” except that a person will also be deemed to economically own and to be the economic owner of (i) all shares of Common Stock which such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of their respective affiliateswhen such rights may be exercised and whether they are conditional, and (ii) all shares of Common Stock in which such person has any economic interest, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, pursuant to a cash settled call option or other business combinationderivative security, unless contract or instrument in any way related to the price of shares of Common Stock; the terms “person” or “persons” shall mean any individual, corporation (a) including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature; and the PCM’s or Systemax’s board of directorsterm “Related Person” shall mean, as applicableto any person, any Affiliates or their respective designated Representatives shall have requested in advance the submission Associates of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) aboveperson.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall Seller will not, and shall nor will it cause or permit any Lame Group Member to, acting on its or their respective “affiliates” (as defined own behalf or in Rule 12b-2 under the Exchange Act) not toconcert, directly or indirectly, for a period of five (5) years from following the date of this Agreement: Agreement (the “Standstill Period”): (a) make any statement or proposal to the Board, any of the Company’s officers or any of the Company’s shareholders regarding, or make any public announcement, proposal or offer (including any action to become a “participant” in a “solicitation,” or assist any “participant” in a “solicitation”, as such terms are defined in Rule 14a-1 of Regulation 14A and Instruction 3 of Item 4 of Schedule 14A, respectively, under the Securities Exchange Act of 1934) with respect to, or otherwise solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or media) (i) purchase any business combination, merger, tender offer, exchange offer or similar transaction involving the Company or any of its subsidiaries, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company or any of its subsidiaries, (iii) any acquisition of the Company’s equity securities or assets, or rights or options to acquire interests in the Company’s equity securities or assets, (iv) any proposal to seek representation on the board of directors of the Company or otherwise acquireseek to control or influence the management, board of directors or policies 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 Subsection 3.1.1(a); (b) instigate, encourage or assist any third party (including forming a “group,” pursuant to 15 U.S.C. § 78m(d)(3), or offerotherwise acting in concert, seekpursuant to 12 CFR § 225.41(b)(2), 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 Subsection 3.1.1(a) above; (d) acquire (or propose or agree to acquire), ownership (includingof record or beneficially, but not limited toby purchase or otherwise, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any equity securities or assets of the PCM or Systemax, as applicableCompany, or any direct or indirect rights or options to acquire any such equity securities or any securities convertible into such securities assets of the Company; (collectivelye) except in connection with the enforcement of this Agreement, “Securities”); (ii) seek initiate or proposeparticipate, alone by encouragement or in concert with othersotherwise, to control or influence in any manner litigation against the management, the board Company or any of directors its subsidiaries or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) maketheir respective officers and directors, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) to vote, or seek to advise or influence any person with respect to the voting of any voting securities derivative litigation on behalf of the Company, except for testimony which may be required by law; or (f) advise, assist, encourage or finance (or arrange, assist or facilitate financing to or for) any other party or person in connection with 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); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicablematters restricted by, or otherwise make any public announcement or proposal whatsoever with respect seek to any other transaction or proposed transaction between circumvent the partieslimitations of, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) abovethis Agreement.

Standstill. Without PCM’s the prior written consent of independent members of the Board or Systemax’s consenta duly formed special committee of the Board consisting exclusively of independent directors, as applicable, PCM Investor will not (and Systemax shall will ensure that its Affiliates will not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for a period of five years from the date of hereof until May 21, 2014 (the “Restricted Period”): except as otherwise contemplated by this Agreement: Agreement or the Transaction Documents (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicableCompany, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the other party Company or any of its subsidiaries; (iviii) 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 the Securities of the Company, (iv) 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, (v) make disclose any proposal intention, plan or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicablearrangement prohibited by, or inconsistent with, the foregoing or (vi) advise, assist or encourage or enter into any director discussions, negotiations, agreements or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever arrangements with respect to any other transaction or proposed transaction between persons in connection with the parties, any foregoing. Investor further agrees that during the Restricted Period none of PCM’s or Systemax’s security holders, as applicable, it or any of their respective affiliates, includingits Affiliates (or any person acting on behalf of or in concert with it or any of its Affiliates) will, without limitationthe written consent of the Company, (x) request the Company or any acquisitionof its representatives directly or indirectly to amend or waive any provision of this Section 4.4 (including this sentence), or (y) take any action that would require the Company to make a public announcement regarding the possibility of a business combination, merger or other type of transaction described in this paragraph with Investor or its Affiliates. Nothing contained in Agreement shall prevent Investor or any of its Affiliates from making a confidential proposal to the Board, without public disclosure by such Persons or that would require public disclosure, for a tender or offer, exchange offer, merger, sale of assets or securities, or other business combination, unless other extraordinary transaction involving the Company or for an acquisition of all or a material portion of the securities or the consolidated assets of the Company. Notwithstanding the foregoing, if at any time during the Restricted Period, (ai) the PCM’s Company enters into (or Systemax’s board of directors, as applicablepublicly announces) an agreement providing for a Combination, or their respective designated Representatives shall have requested in advance the submission of such proposal, (bii) such proposal a tender or exchange offer that if consummated would constitute a Combination is directed to PCM’s made (or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guaranteeshas been publicly announced), in whole or in part, to any person with respect to then the matters restrictions set forth in clauses (i)-(vi) abovethrough (vi), of this Section 4.4(a) shall automatically terminate and cease to be of any effect.

Standstill. Without PCM’s or Systemax’s consentFor the duration of the Standstill Period, as applicableeach Investor agrees that unless specifically requested in writing in advance by the Board acting upon a majority vote of the directors other than the Investor Director(s), PCM and Systemax shall it will not, and shall will cause their its Affiliates to not, directly or indirectly (including through any of its or its Affiliates’ respective “affiliates” Representatives acting on its or its Affiliates’ behalf), acting alone or in concert with others (as defined in Rule 12b-2 under or at any time during the Exchange ActStandstill Period assist, advise, participate or encourage others to): (a) not toacquire (or agree, for a period of five years from the date of this Agreement: (i) purchase or otherwise acquire, or offer, seek, seek or propose or agree to acquire, in each case, publicly or privately), by purchase, tender offer, exchange offer, agreement or business combination or in any other manner, any ownership, including beneficial ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act, subject to the last sentence of this Section 5.3) of any material assets or businesses or any securities of the PCM Company or Systemax, as applicableany of its Subsidiaries, or any direct or indirect rights or options to acquire such ownership (including from any third party); provided that the foregoing shall not prevent any conversion into shares of Common Stock pursuant to the terms of the Private Placement Shares or any acquisition of securities pursuant to Section 5.8; (b) publicly or privately offer to enter into, or publicly or privately propose, any merger, business combination, recapitalization, restructuring or other extraordinary transaction with the Company or any of its Subsidiaries; (c) initiate any shareholder proposal or the convening of a shareholders’ meeting of or involving the Company or any of its Subsidiaries; (d) solicit proxies (as such securities terms are defined in Rule 14a-1 under the Exchange Act), whether or not such solicitation is exempt pursuant to Rule 14a-2 under the Exchange Act, with respect to any matter from, or otherwise seek to influence, advise or direct the vote of, holders of any shares of capital stock of the Company or any securities convertible into or exchangeable or exercisable for (in each case, whether currently or upon the occurrence of any contingency) such securities capital stock, or make any communication exempted from the definition of solicitation by Rule 14a-1(l)(2)(iv) under the Exchange Act; (collectively, “Securities”); (iie) otherwise seek or proposepropose to influence, alone advise, change or in concert with others, to control or influence in any manner the management, the board of directors directors, governing instruments, affairs or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the other party Company or any of its subsidiariesSubsidiaries thereof; provided, that this clause (ive) shall not restrict the exercise by such Investor of any of its express rights under this Agreement or the Transaction Documents; (f) enter into any discussions, negotiations, agreements, arrangements or understandings with any other Person with respect to any matter described in the foregoing clauses (a) through (e) or form, join, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act)) to vote, acquire or dispose of any securities of the Company or any of its Subsidiaries; (g) request that the Company (or its Board or the Company’s Representatives) amend, waive, grant any consent under or otherwise not enforce any provision of this section, or refer to any desire or intention, but for this section, to do so; or (vh) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicablepublic disclosure, or take any director action that could reasonably be expected to require such Investor or officer of PCM its Affiliates (or Systemaxits and their Representatives) or the Company to make a public disclosure, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction of the matters set forth in this Agreement or proposed transaction between the partiesTransaction Documents. Notwithstanding anything in this Section 5.3 to the contrary (A) such Investor may make requests (but only privately to the Company and not publicly) for amendments, any of PCM’s waivers, consents under or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless agreements not to enforce clause (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, clause (b) of this Section 5.3 and may make proposals or offers (but only privately to the Company and not publicly) regarding the transactions contemplated by clause (a) or clause (b) of this Section 5.3, in each case, at any time after a Fundamental Change Event, (B) the Hayfin Investors and their respective Affiliates, may during the Standstill Period, purely for passive investment purposes, acquire additional Common Stock of the Company, so long as the aggregate amount of Common Stock beneficially owned by the Hayfin Investors and their Affiliates and any other person in a group (as such proposal term is directed used in Section 13(d) of the Exchange Act) with any of the Hayfin Investors or their Affiliates in the aggregate would not exceed 4.9% of the total number of outstanding shares of Common Stock. For purposes of this Section 5.3, the following will be deemed to PCM’s be an acquisition of beneficial ownership of securities: (1) establishing or Systemax’s board of directors, as applicableincreasing a call equivalent position, or their respective designated Representativesliquidating or decreasing a put equivalent position, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board securities within the meaning of directors, as applicableSection 16 of the Exchange Act; or (vi2) providing financing (including guarantees)entering into any swap or other arrangement that results in the acquisition of any of the economic consequences of ownership of such securities, whether such transaction is to be settled by delivery of such securities, in whole cash or in part, to any person with respect to the matters in clauses (i)-(v) aboveotherwise.

Standstill. Without PCM’s Investor agrees that, except as specifically provided in the Securities Purchase Agreement or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not toRelated Documents, for a period of five three (3) years from following the date Effective Date (the “Standstill Period”), the Investor will not (and Investor will ensure that its Subsidiaries (and any Person acting on behalf of this Agreement: or in concert with Investor or any Subsidiaries) will not), directly or indirectly, without the prior written consent of the Company, (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, propose, seek or offer to acquire, or facilitate the acquisition or ownership (includingof, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities or assets of the PCM Company or Systemaxany of its Subsidiaries or Affiliates, as applicableany warrant or option to purchase such securities or assets, any security convertible into any such securities, or any direct or indirect rights or options other right to acquire any such securities or any securities convertible into such securities (collectivelysecurities, “Securities”); (ii) enter, agree to enter, propose, seek or proposeoffer to enter into or facilitate any merger, alone business combination, recapitalization, restructuring or in concert with othersother extraordinary transaction involving the Company or any of its Subsidiaries or Affiliates, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participateparticipate or engage in, directly or indirectly, in any “solicitation” solicitation of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) proxies to vote, or seek to advise or influence any person Person with respect to the voting of of, any voting securities of the other party or any of its subsidiaries; Company, (iv) form, join, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between voting securities of the partiesCompany, any of PCM’s or Systemax’s security holders(v) call, as applicablerequest the calling of, or any otherwise seek or assist in the calling of their respective affiliatesa special meeting of the shareholders of the Company, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (including guarantees)vii) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any third parties in whole connection with the foregoing. Nothing in this Section 5.1 will limit (x) the Investor’s ability to vote or in partotherwise exercise rights under, or to transfer to any person with respect Permitted Transferee, its Preferred Shares or Common Stock or (y) the ability of any Preferred Stock Director to vote or otherwise exercise his or her fiduciary duties as a member of the matters in clauses (i)-(v) aboveBoard.

Standstill. Without PCM’s or Systemax’s consentEach Stockholder hereby agrees that, as applicablefrom and after the date hereof, PCM the Stockholder and Systemax its Affiliates shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not todirectly or indirectly, for a period of five years from the date of this Agreement: unless (i) purchase specifically requested by Parent or (ii) expressly contemplated by the terms of this Agreement or the Merger Agreement: (a) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a "Transfer"), or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any or all of the Subject Shares of the Stockholder or any of its Affiliates; (b) acquire, or offeroffer to acquire, seek, propose or agree to acquire, ownership (includingdirectly or indirectly, but not limited toby purchase or otherwise, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities Common Stock or any other securities convertible into such securities of Target, or any assets of Target or any Subsidiary or division thereof; (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iiic) make, or in any way participateparticipate in, directly or indirectly, in any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules under of the Securities and Exchange Act and the regulations thereunderCommission) to votevote (including by consent), or seek to advise or influence any person Person with respect to the voting of of, any voting securities of Target (including, without limitation, by making publicly known the other party position of such Stockholder or any of its subsidiaries; Affiliates on any matter presented to stockholders of Target), other than to recommend that stockholders of Target vote in favor of the Merger and the Merger Agreement; (ivd) submit to Target any stockholder proposal under Rule 14a-8 under the Exchange Act; (e) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving Target or its securities or assets; (f) form, join, join or in any way participate in a “"group” " (within the meaning of as defined in Section 13(d)(3) of under the Exchange Act); ) in connection with any of the foregoing; (vg) make seek in any proposal way, directly or any statement regarding any proposal, whether written or oralindirectly, to the board have any provision of directors of PCM this Section 3.1 amended, modified or Systemaxwaived; or (h) otherwise take, as applicable, directly or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the partiesindirectly, any actions with the purpose or effect of PCM’s avoiding or Systemax’s security holderscircumventing any provision of this Section 3.1 or which could reasonably be expected to have the effect of preventing, as applicableimpeding, interfering with or any adversely affecting the consummation of their respective affiliates, including, without limitation, any acquisition, tender the transactions contemplated by the Merger Agreement or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed its ability to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) aboveperform its obligations under this Agreement.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, You agree that for a period of five years eighteen (18) months from and after the date hereof (the “Standstill Period”), neither you nor any of this Agreement: your affiliates, directly or indirectly, shall: (ia) purchase or otherwise acquire, or offeroffer to acquire, seek, propose or agree to acquire, ownership whether by means of purchase or otherwise, any (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Acti) of any securities of the PCM or Systemax, as applicable, (or any direct interest therein or indirect rights right thereto) having statutory, organic or options to acquire any such securities contractual voting power, whether or any securities convertible into such securities not contingent or upon exercise, conversion or exchange (collectively, “Voting Securities”); , of the Company or (ii) seek assets or proposebusinesses of the Company or of any division or operating unit of the Company; (b) enter into any contract, alone arrangement, understanding, plan, agreement or in concert commitment (whether oral or written) with others, respect to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, Derivative Securities (as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; defined below); (iiic) make, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” or “consents” (as such terms are used in the proxy rules under and published interpretations of the U.S. Securities and Exchange Act and the regulations thereunderCommission (“SEC”)) to votevote (or to withhold authority in respect of or abstain from voting), or seek to advise or influence any person with respect to the voting of (or the withholding of authority of or abstention from voting), any voting securities Voting Securities of the other party Company; (d) unless expressly invited to do so by the Board of Directors of Vocus (or any duly constituted committee thereof comprised wholly of independent directors of Vocus), make any public announcement with respect to, or submit to the Company or any of its subsidiaries; affiliates, Representatives or any other person, any proposal, expression of interest, term sheet, memorandum of understanding, letter of intent, inquiry or offer (ivwith or without conditions) providing for, in a single transaction or in any series of related transactions, any merger, consolidation, acquisition, business combination, share exchange, recapitalization, reorganization, divestiture, spin-off, split-off, cash or property distribution or any other extraordinary transaction involving the Company or any of the Company’s securities, assets or businesses; (e) form, join, join or in any way engage or participate in a “group,” (within the meaning of Section 13(d)(3) of the Exchange Act) in connection with any Voting Securities of the Company; (f) act alone, or in concert with any other person(s); (v) make any proposal or any statement regarding any proposal, whether written or oral, to seek to control or influence the management, board of directors directors, policies or affairs of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the parties, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, Company (including, without limitation, by seeking to place any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) individual on the PCM’s or SystemaxCompany’s board of directors, as applicableseeking to have called any meeting of the Company’s stockholders or seeking to advise, encourage or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to influence any person with respect to the voting of any securities of the Company for the election of individuals to the Company’s board of directors or to approve stockholder proposals); Non-Disclosure Agreement (g) take any action that might require the Company to make a public announcement regarding any of the types of matters set forth in clauses clause “(i)-(va)” or “(d)” of this sentence; (h) aboverequest or propose that the Company or any of the Company’s Representatives amend or waive, or consider the amendment or waiver of, any provision set forth in this Section 8, either publicly or in any manner that would reasonably likely to lead to or require public disclosure of such request or proposal; (i) have any discussions or enter into any arrangements, understandings, plans, commitments or agreements (whether oral or written) with, act as a financing source for or otherwise invest in any significant manner with respect to, or advise, assist or encourage, any person in connection with any of the foregoing; or (j) at no time offer or communicate directly to the Company’s shareholders in the form of a tender offer, exchange offer or otherwise in relation to the Transaction, unless expressly contemplated by a definitive agreement entered into between you (or one or more of your controlled affiliates) and the Company; provided, however, that the restrictions set forth in this Section 8 shall terminate immediately upon (A) the public announcement by Vocus that it has entered into a definitive agreement with a third party for a transaction involving the acquisition of more than 50% of the outstanding equity securities of Vocus or all or substantially all of the assets (on a consolidated basis) of the Company or (B) any person or group publicly announces or commences a tender or exchange offer to acquire Voting Securities of Vocus, that, if successful, would result in such person or group beneficially owning more than 50% of the then outstanding Voting Securities of Vocus, and Vocus files a Schedule 14D-9 with respect to such tender or exchange offer that recommends that Vocus’ stockholders accept such offer. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.

Standstill. Without PCM’s or Systemax’s consent(a) Each Investor agrees that, as applicable, PCM from and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for a period of five years from after the date of this Agreement: Agreement to the sixth (6th) anniversary of the Closing Date other than (i) purchase with respect to the nomination, election and removal of an Investor Designee or Investor Director or (ii) as otherwise expressly provided in this Agreement, it will not, directly or indirectly: (i) acquire, or offer, seek, propose or agree to acquire, ownership offer or propose to acquire (including, but not limited to, x) beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities additional Capital Stock or Derivative Securities or (y) any material assets of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); Company and its Subsidiaries; (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participateparticipate in, directly any solicitation of proxies or indirectlyconsents (whether or not relating to the election or removal of directors) with respect to any Capital Stock, become a participant in any “solicitation” of “proxies” (as such terms are used in election contest with respect to the proxy rules under the Exchange Act and the regulations thereunder) to vote, Company or seek to advise or influence any person with respect to the voting of any voting securities Capital Stock or demand a copy of the other party stock ledger, list of holders of Capital Stock, or any other books and records of its subsidiaries; the Company; (iviii) form, join, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act, as amended) with respect to any Capital Stock; (iv) otherwise act, alone or in concert with others, to seek to control or influence, in any manner, the management, the Company’s Board or policies of the Company (other than with respect to its Investor Director); ; (v) deposit any Capital Stock in any voting trust or subject any Capital Stock to any arrangement or agreement with respect to the voting of such Capital Stock; (vi) call or seek to have called any meeting of the holder of Capital Stock or execute any written consent with respect to the Company or the Capital Stock; (vii) have any negotiations or 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 any other person that engages, or offers or proposes to engage, in any of the foregoing for the purpose of financing or furthering any of the foregoing; (viii) make any publicly disclosed proposal regarding any of the foregoing; or (ix) make any other proposal or statement, or disclose any statement regarding any proposalintention, plan or arrangement, whether written or oral, to inconsistent with the board of directors of PCM or Systemax, as applicableforegoing, or request that the Company amend, waive or terminate any director or officer provision of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the parties, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, this Section 2.7(a). (b) Without limiting Section 2.1(a), each Investor agrees that, from and after the sixth (6th) anniversary of the Closing Date, it will not, directly or indirectly, acquire or agree to acquire beneficial ownership of any additional Capital Stock or Derivative Securities in an amount which, when taken together with all other shares of Capital Stock or Derivative Securities then beneficially owned by the Investors, would equal or exceed the aggregate percentage of the Total Voting Power held by the Xxxxxx Stockholders on the Closing Date, except: (i) as may be necessary to maintain the Investor’s Pro Rata Percentage as of the Closing Date; or (ii) as part of the direct or indirect acquisition of shares of Capital Stock or Derivative Securities of the Company by the Investors (A) in connection with a Fundamental Transaction proposed by the Investors and approved by the Board or (B) in connection with a Fundamental Transaction proposed by a third-party provided that the Investor Director shall have first resigned from the Board prior to such proposal is directed acquisition and no other Investor Designee shall then be serving on the Board; provided, that nothing in this Section 2.7(b) shall be deemed to PCM’s require any Investor to sell or Systemax’s board otherwise divest any Capital Stock or Derivative Securities not acquired in violation of directors, as applicable, this Section 2.7(b) or their respective designated Representatives, and to restrict any Transfers of Capital Stock or Derivative Securities to any Investor Affiliate Transferee. (c) The provisions of Section 2.7(a) and 2.7(b) shall cease to apply if: (i) any public announcement with representation or warranty of the Company or the Xxxxxx Stockholders contained in any of the Transaction Documents was untrue in a material respect as of the date made or deemed made and the Investors have notified the Company and the Xxxxxx Stockholders of such material breach in writing; (ii) the Company or a Xxxxxx Stockholder defaults in any material respect on its obligations under (A) Section 2.2, Section 2.4, Section 2.5 or Section 2.10 of this Agreement or (B) Sections 2, 3, 7 and 9 of the Registration Rights Agreement, thirty (30) days after written notice to the Company (or Xxxxxx Stockholder) of such proposal default, unless, if such default is approved capable of being cured by the Company and/or Xxxxxx Stockholder, the Company and/or Xxxxxx Stockholder cures such default within thirty (30) days after such notice (provided if such default cannot be cured within such thirty (30) day period, such period shall be extended, but not in advance by PCMexcess of 180 days after the date of such notice, so long as the Company and/or Xxxxxx Stockholder is diligently pursuing a cure); (iii) on the first date when interests in real property, at their approximate fair market values during the period in question, have comprised less than 50% of the Company’s or Systemax’s board total assets on a consolidated basis for a period of directorseighteen (18) months ending on such date; or (iv) on the first date the Company is required to register as an “investment company” as defined in the Investment Company Act of 1940, as applicable; amended. (d) Nothing in this Section 2.7 shall be deemed to limit or (vi) providing financing (including guarantees), affect in whole or in part, to any person with respect to manner the matters in clauses (i)-(v) aboveInvestor Designee acting as a member of the Board.

Standstill. Without PCM’s or Systemax’s consentSubject to the last paragraph of this Section 3, as applicableBlueLine covenants and agrees that during the Agreed Period, PCM and Systemax unless specifically requested in writing in advance by a majority of the Board (excluding any BlueLine Nominee who is not an Unaffiliated BlueLine Nominee), BlueLine shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) its directors, officers, employees, agents, representatives and affiliates not to, for a period of five years from the date of this Agreement: directly or indirectly, assist (iincluding by providing information or financing), encourage or participate with others to: (a) purchase or otherwise acquire, or announce an intention to acquire, offer, seekseek or propose to acquire, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) to voteby purchase, gift, tender or exchange offer, or seek to advise otherwise, beneficial or influence any person with respect to the voting record ownership of any shares of Common Stock or any other voting securities of the other party Criticare or any of its subsidiaries, including any rights, warrants, options or other securities convertible into or exchangeable for such shares or other voting securities, or any assets of Criticare or any division or subsidiary thereof, from Criticare stockholders, Criticare or third parties; provided, however, that nothing in this Section 3(a) shall be deemed to limit, restrict or prevent BlueLine from acquiring additional shares of Common Stock in an aggregate amount that, when added to all shares then beneficially owned (ivwithin the meaning of Rule 13d-3 of the SEC) by BlueLine, do not exceed 14.9% of the then-outstanding shares of Common Stock (the "Maximum Ownership Threshold"); (b) form, join, join or in any way engage in discussions relating to the formation of, or participate in in, a “"group” (" within the meaning of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever Act with respect to shares of Common Stock or any other transaction or proposed transaction between the parties, any voting securities of PCM’s or Systemax’s security holders, as applicableCriticare, or any of their respective the matters covered by this Section, or otherwise act in concert with any Person (as hereinafter defined) in respect of any such shares or voting securities or matters; (c) arrange, or in any way participate in, any financing for the purchase by any individual, corporation, partnership, limited liability company, limited partnership, limited liability partnership, syndicate, person, trust, association, organization or other entity, including any successor, by merger or otherwise, of any of the foregoing (collectively, "Persons" and each, a "Person"), of any shares of Common Stock or any other voting securities or assets or businesses of Criticare or any of its affiliates; (d) join in or in any way participate in any pooling agreement, stockholders agreement, voting trust or other arrangement or agreement with respect to the voting of any shares of Common Stock or other voting securities of Criticare; (e) make, seek to propose or participate in making an offer or proposal to Criticare, Criticare's stockholders or any third party (by public announcement, submission to Criticare, such stockholders or third party or otherwise) in respect of any extraordinary corporate transaction involving Criticare, its Common Stock or other voting securities or the capital stock or voting securities of any of its affiliates, includingincluding by merger, without limitation, any acquisitionconsolidation, tender or exchange offer, reorganization, recapitalization, extraordinary dividend, dissolution, restructuring, liquidation, sale or transfer of assets (other than in the ordinary course of Criticare's business) or otherwise, or the acquisition or purchase by BlueLine or any other Person of all or any portion of the assets or shares of Common Stock or other voting securities of Criticare or the capital stock or voting securities of any of its affiliates, including by merger, consolidation, tender or exchange offer, reorganization, recapitalization, extraordinary dividend, dissolution, restructuring, liquidation, sale or transfer of assets (other than in the ordinary course of Criticare's business) or otherwise; (i) solicit proxies or consents for the voting of any Common Stock or other voting securities of Criticare or any of its subsidiaries or otherwise become a "participant," directly or indirectly, in any "solicitation" of "proxies" or consents to vote, or become a "participant" in any "election contest" involving Criticare, or its Common Stock or other voting securities, or other business combinationsuch subsidiary (all terms used herein and defined in Regulation 14A under the Exchange Act having the meanings assigned to them therein), unless including by any means allowed by or pursuant to the "e-proxy" amendments to the proxy rules adopted or proposed by the SEC on December 13, 2006, (aii) the PCM’s call or Systemax’s board seek to call, directly or indirectly, any special meeting of directorsstockholders of Criticare for any reason whatsoever, as applicable(iii) seek, request, or their respective designated Representatives shall have requested in advance take any action to obtain or retain, directly or indirectly, any list of holders of Common Stock or any voting or other securities of Criticare or to obtain or retain, directly or indirectly, the submission books and records of such proposalCriticare or its affiliates, (biv) such proposal is directed seek to PCM’s advise or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) influence any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person Person with respect to the matters voting of Common Stock or any other voting securities of Criticare or any of its subsidiaries, (v) initiate, propose or otherwise "solicit" Criticare stockholders for the approval of shareholder proposals, whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act, or otherwise, (vi) otherwise communicate with Criticare's stockholders or holders of voting securities of Criticare or any of its subsidiaries pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act, (vii) participate in, or take any action pursuant to, any "shareholder access" proposal which may be adopted by the SEC whether in clauses accordance with previously proposed Rule 14a-11 or otherwise, (i)-(vvii) above.otherwise engage in any course of conduct with the purpose of causing other stockholders of Criticare or the holders of voting securities of Criticare to vote contrary to the recommendation of the Board on any matter presented to Criticare's stockholders or holders of voting securities of Criticare for their vote or challenging the policies of Criticare, or (viii) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board, policies or affairs of Criticare or any of its subsidiaries (it being understood that this clause (iii) shall not limit the exercise of the powers, protections and obligations of the BlueLine Nominee(s) as director(s) of Criticare under Delaware law);

Standstill. Without PCM’s or Systemax’s consentSubject to Section 6.3, as applicablethe Investor hereby agrees that, PCM and Systemax without the prior approval of the Company, the Investor shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not permit any controlled Affiliate to, for a period of five years from (except as contemplated by this Agreement or as approved or invited by the date of this Agreement: Company): (ia) purchase acting alone or otherwise with others, acquire, or offeroffer to acquire, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, by purchase, merger, business combination or in any other manner, 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 such plans, funds or other similar passive investment vehicles acquire equity securities of the Company); (b) engage in any “solicitation” of “proxies” (as such terms are used in the proxy rules under promulgated by the Exchange Act and the regulations thereunderCommission) to votevote any voting equity securities of the Company, or seek to advise or influence any person Person with respect to the voting of any voting equity securities of the Company (other party or any than in connection with the election of its subsidiaries; the Investor Designee); (ivc) form, join, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) (a “13D Group”) of the Exchange Act, in connection with 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 the Investor Designee); (d) publicly disclose any intention, plan or arrangement inconsistent with the foregoing clauses (a) through (c); or (ve) make enter into any proposal agreement or any statement regarding arrangement with any proposalother Person in connection with intentionally facilitating any transaction that is restricted by clauses (a) through (c); provided that, whether written or oral, notwithstanding anything in this Agreement to the contrary, (x) the Investor and its Affiliates shall not be prohibited or restricted from making (i) any confidential offers or proposals to the Company’s board of directors of PCM or Systemax, as applicable, engaging in negotiation or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever 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 other transaction provision of this Section 6.1 (whether or proposed transaction between the partiesnot in connection with such offer or proposal), any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (ay) the PCM’s or SystemaxInvestor 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 Company’s board of directors (including making suggestions or raising issues to the Company’s board of directors) in his or her capacity as applicable, or their respective designated Representatives shall have requested in advance a member of the submission of such proposal, (b) such proposal is directed to PCM’s or SystemaxCompany’s board of directors, or (C) take actions required by his or her exercise of legal duties and obligations as applicable, a member of the Company’s board of directors or their respective designated Representatives, refrain from taking any action prohibited by his or her legal duties and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemaxobligations as a member of the Company’s board of directors, (ii) prohibit or restrict the Investor or its Affiliates from responding to any inquiries from any stockholders of the Company as applicable; to such Person’s intention with respect to the 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 committee thereof or causing or effecting the issuance and acquisition of the Additional Shares, (iv) prohibit the Investor or its Affiliates from acquiring Company Securities issued by way of a Stock Event or which are issued to its directors, (v) prohibit the Investor or its Affiliates from selling their shares of Common Stock or (vi) providing financing (including guarantees), in whole prohibit the Investor or in part, to any person its Affiliates from complying with respect to the matters in clauses (i)-(v) aboveapplicable Law.

Standstill. Without PCM’s (a) During the Standstill Period, the Investor hereby agrees that neither the Investor nor any of its Affiliates will, without the prior written consent of the Company, directly or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for a period of five years from the date of this Agreementindirectly: (i) purchase effect, offer or otherwise acquirepublicly propose to effect, or offer, seek, propose cause or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined participate in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participateknowingly advise, directly assist or indirectlyencourage any other person to effect, offer or publicly propose to effect or participate in, (A) any acquisition of Shares or of any rights, warrants or options to acquire, or securities convertible into or exchangeable or exercisable for, any Shares (including derivative securities representing the right to vote or economic benefit of any Shares), in each case, that would result in the Investor and its Affiliates jointly holding or otherwise having beneficial ownership of more than 29.99% of the total number of Shares; (B) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries; (C) any liquidation or dissolution with respect to the Company or any of its subsidiaries; or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules under of the Exchange Act and the regulations thereunderSEC) or consents to vote, or seek to advise or influence any person with respect to the voting of vote any voting securities of the other party or any of its subsidiariesCompany; (ivii) form, join, join or in any way participate in a “group” (within as defined under the meaning of Section 13(d)(31934 Act) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any securities of the Company (other transaction than with each other and with their Affiliates); (iii) otherwise act, alone or proposed transaction between in concert with others, to seek to control the partiesmanagement, Board or policies of the Company; (iv) take any action that would reasonably be expected to force the Company to make a public announcement regarding any of PCM’s the types of matters set forth in clause (i) above; or Systemax’s security holders(v) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Following the expiration of the Standstill Period, as applicablethe foregoing restrictions shall terminate and cease to be of any further force or effect. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time during the Standstill Period, a party that is not the Investor or any of their respective affiliates, including, without limitation, any acquisitionits Affiliates (i) enters into an agreement with the Company contemplating the acquisition (by way of merger, tender offer or exchange otherwise) of, or (ii) commences a tender offer, mergerwhich was approved by the Board and is made to all stockholders of the Company for, sale in each case, at least 50% of assets the outstanding capital stock of the Company or securitiesall or substantially all of its assets, then the restrictions set forth in this Section 2 shall be suspended and cease to be of any further force or other business combination, unless (a) effect until the PCM’s expiration or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission termination of such proposal, (b) such proposal is directed to PCM’s agreement or Systemax’s board tender offer or until the public announcement of directors, as applicable, its withdrawal or their respective designated Representatives, and abandonment. (c) Notwithstanding the foregoing, nothing in this Agreement shall be construed to prevent the Investor from making any non-public announcement with respect to such proposal is approved in advance or offer regarding a transaction of the type that would otherwise be prohibited by PCM’s or Systemax’s board of directors, as applicable; or (viSection 2(a) providing financing (including guarantees), in whole or in part, to any person with respect directly to the matters in clauses (i)-(v) aboveBoard.

Standstill. Without PCM’s or Systemax’s consent(a) During the Standstill Period, as applicable, PCM and Systemax each Xxxxxx Party shall not, and shall cause its Representatives (solely in the context of their respective “affiliates” (as defined representation of such Xxxxxx Party in Rule 12b-2 under connection with the Exchange Actsubject matter of this Agreement) not to, directly or indirectly: (i) make any announcement or proposal with respect to, or offer, seek or propose, (A) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries, (B) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries or (C) any form of tender or exchange offer for shares of Common Stock or other Voting Securities, whether or not such transaction involves a period Change of five years Control (as defined below) of the Company; it being understood that the foregoing shall not prohibit the Xxxxxx Parties or their Affiliates or Associates from (i) acquiring Voting Securities within the limitations set forth in Section 6(a)(iii), (ii) selling or tendering their shares of Common Stock, and otherwise receiving consideration, pursuant to any such transaction or (iii) voting on any such transaction in accordance with Section 3; (ii) engage in, or assist in the engagement in, any solicitation of proxies or written consents to vote any Voting Securities, or conduct, or assist in the conducting of, any type of binding or nonbinding referendum with respect to any Voting Securities, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents) with respect to, or from the date holders of, any Voting Securities, or otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of this Agreement: Item 4 of Schedule 14A and Rule 14a‑1 of Regulation 14A, respectively, under the Securities Exchange Act of 1934, as amended, and with the rules and regulations thereunder (ithe “Exchange Act”), to vote any securities of the Company (including by initiating, encouraging or participating in any “withhold” or similar campaign), in each case other than in a manner that is consistent with the Board’s recommendation on a matter; (iii) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, including beneficial ownership as defined in Rule 13d-3 under the Exchange Actownership) of any securities of the PCM or SystemaxCompany, as applicable, or any direct or indirect rights or options to acquire any such securities, any derivative securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek contracts or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or instruments in any way participate, directly or indirectly, in any “solicitation” related to the price of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) to voteshares of Common Stock, or seek to any assets or liabilities of the Company such that the Xxxxxx Parties would beneficially own in excess of 9.9% of the then-outstanding shares of Common Stock; (iv) advise or knowingly encourage or influence any person with respect to the voting of (or execution of a written consent in respect of) or disposition of any voting securities of the Company; (v) other party than in open market sale transactions where the identity of the purchaser is not known, sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by any of the Xxxxxx Parties to any person not (A) a party to this Agreement, (B) a member of the Board, (C) an officer of the Company, or (D) an Affiliate of any Party (any person not set forth in clauses (A) through (D) shall be referred to as a “Third Party”) that would knowingly (after due inquiry) result in such Third Party, together with its subsidiaries; Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest representing in the aggregate in excess of 4.9% of the shares of Common Stock outstanding at such time, except for Schedule 13G filers that are mutual funds, pension funds, index funds or investment fund managers with no known history of activism or known plans to engage in activism; (ivvi) take any action in support of or make any proposal or request that constitutes or would result in: (A) advising, controlling, changing or influencing any director or the management of the Company, including, but not limited to, any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Bylaws or the Certificate of Incorporation, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, in each case with respect to the foregoing clauses (A) through (F), except as set forth in Section 1; (vii) communicate with stockholders of the Company or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act (other than in connection with an Extraordinary Transaction); (viii) call or seek to call, or request the call of, alone or in concert with others, any meeting of stockholders, whether or not such a meeting is permitted by the Bylaws, including a “town hall meeting”; (ix) deposit any shares of Common Stock or other Voting Securities in any voting trust or subject any shares of Common Stock or other Voting Securities to any arrangement or agreement with respect to the voting of any shares of Common Stock or Voting Securities (other than (A) any such voting trust, arrangement or agreement solely among the Xxxxxx Parties that is otherwise in accordance with this Agreement or (B) customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (x) seek, or knowingly encourage or advise any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the election or removal of any directors, except as set forth in Section 1; (xi) form, join, join or in any other way participate in a any “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any Voting Security (other transaction than a group that includes all or proposed transaction between some of the partiesXxxxxx Parties); provided, however, that nothing herein shall limit the ability of an Affiliate of a Xxxxxx Party to join the “group” following the execution of this Agreement, so long as any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed Affiliate agrees to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representativesbe subject to, and bound by, the terms and conditions of this Agreement; (cxii) demand a copy of the Company’s list of stockholders or its other books and records or make any public announcement with respect request pursuant to such proposal is approved in advance by PCM’s Rule 14a-7 under the Exchange Act or Systemax’s board under any statutory or regulatory provisions of directors, as applicable; or (vi) Delaware providing financing for stockholder access to books and records (including guarantees)lists of stockholders) of the Company; (xiii) make any request or submit any proposal to amend or waive the terms of this Section 6 other than through non-public communications with the Company that would not be reasonably likely to trigger public disclosure obligations for any Party; or (xiv) enter into any discussions, in whole negotiations, agreements or in part, to understandings with any person with respect to any action the matters Xxxxxx Parties are prohibited from taking pursuant to this Section 6, or advise, assist, knowingly encourage or seek to persuade any person to take any action or make any statement with respect to any such action, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing. Notwithstanding anything to the contrary contained in clauses this Section 6 or elsewhere in this Agreement, the Xxxxxx Parties shall not be prohibited or restricted from: (i)-(vA) abovecommunicating privately with the Board or any officer or director of the Company regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications; (B) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over any Xxxxxx Party, provided that a breach by the Xxxxxx Parties of this Agreement is not the cause of the applicable requirement; or (C) communicating with stockholders of the Company and others in a manner that does not otherwise violate this Agreement. (b) The provisions of this Section 6 shall not limit in any respect the actions of any director of the Company in his or her capacity as such, recognizing that such actions are subject to such director’s fiduciary duties to the Company and its stockholders and the Company Policies (it being understood and agreed that neither the Xxxxxx Parties nor any Affiliate of the Xxxxxx Parties shall seek to do indirectly through the New Director or the Potential Director, if applicable, anything that would be prohibited if done by any of the Xxxxxx Parties or any Affiliate of the Xxxxxx Parties). The provisions of this Section 6 shall also not prevent the Xxxxxx Parties from freely voting their shares of Common Stock (except as otherwise provided in Section 3 hereto). (c) Nothing in this Agreement shall limit in any respect the actions or rights of any director of the Company (including, for the avoidance of doubt, the New Director and, if applicable, the Potential Director) under applicable law in his or her capacity as such. Without limitation to the foregoing, the New Director and, if applicable, the Potential Director shall have the exact same (i) access to members of management as every other director and (ii) rights as every other director to access the books and records of the Company and to make information requests of management in order to facilitate these rights.

Standstill. Without PCM’s Prior to the Standstill Expiration Date (as hereinafter defined), except to the extent AREH or Systemax’s consentits affiliates is invited to do otherwise by Presidio, as applicable, PCM and Systemax AREH shall not, and shall cause their not permit any of its affiliates to, directly or indirectly: (i) acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, by purchase , by gift, by joining a partnership, a limited partnership, a syndicate or any group or otherwise (other than any partnership, limited partnership, syndicate or group consisting solely of AREH and its affiliates and, in such event, only to the extent permitted pursuant to section 2(b) below), (A) any Units in any Partnership or (B) any assets, businesses or properties of any Partnership; (ii) participate in the formation or encourage the formation of, or join or in any way participate with, any partnership, limited partnership, syndicate, group or other person or entity that beneficially owns or seeks to acquire beneficial ownership of Units in any Partnership for the purpose of beneficially owning or acquiring beneficial ownership of any such Units (other than any group consisting solely of AREH and its affiliates); (iii) solicit, or participate in the solicitation of, proxies or become a participant in any election contest (the terms used in this section 2.3 having the respective “affiliates” (as defined in Rule 12b-2 meanings given them to Regulation 14A under the Exchange Act) not to, for a period of five years from the date of this Agreement: (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the other party or any of its subsidiariesPartnership; (iv) forminitiate, join, propose or in otherwise solicit limited partners for the approval of one or more proposals with respect to any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act)Partnership or induce any other person to initiate any such proposal; (v) make seek the removal of any proposal general partner of any Partnership or seek to have called any statement regarding meeting of limited partners of any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the parties, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicablePartnership; or (vi) providing financing (including guarantees), deposit any Units of any Partnership in whole a voting trust or in part, subject them to any person with respect to the matters in clauses (i)-(v) above.a voting agreement or other agreement or

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not toPurchaser agrees that, for a period of five two years from the date Closing Date or termination of this AgreementAgreement pursuant to Section 13.1, neither Purchaser nor any of its affiliates (as such term is defined in Rule 12b-2 of the Exchange Act) will (and neither Purchaser nor they will assist or encourage others to), without the prior written consent of Seller, any successor to or person in control of Seller, or its Board of Directors or in connection with any sale or reorganization procedures undertaken under the Bankruptcy Code: (i) purchase acquire or otherwise agree, publicly offer, publicly seek or propose to acquire, or offercause to be acquired, seekdirectly or indirectly, propose by purchase or agree to acquireotherwise, ownership (including, but not limited towithout limitation, beneficial ownership as defined in Rule 13d-3 under of the Exchange Act) of any voting securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such voting securities of Seller or any securities convertible into of its Subsidiaries, or any reorganized successor to Seller, any of the assets or businesses of Seller or any of its Subsidiaries or divisions thereof or any bank debt, claims or other obligations of Seller or any rights or options to acquire (other than those currently owned) such securities ownership (collectively, “Securities”including from a third party); (ii) seek or propose, alone propose to influence or in concert with others, to control the management or influence in any manner the management, the board of directors or the policies of PCM Seller or Systemaxto obtain representation on Seller’s Board of Directors, as applicableor solicit, includingor participate in the solicitation of, but not limited toany proxies or consents with respect to any securities of Seller, a proposal pursuant or make any public announcement with respect to Rule 14a-8any of the foregoing or request permission to do any of the foregoing; (iii) makemake any public announcement with respect to, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) to votepublicly submit a proposal for, or seek to advise offer of (with or influence without conditions) any person with respect to the voting of any voting extraordinary transaction involving Seller or its securities of the other party or any of its subsidiariesassets; (iv) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing, or otherwise form, join, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Securities Exchange Act)Act of 1934, as amended) in connection with any of the foregoing; (v) make publicly seek or request permission or participate in any proposal or any statement regarding any proposal, whether written or oral, effort to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the parties, do any of PCM’s the foregoing or Systemax’s security holders, as applicable, make or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed seek permission to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) make any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicablethe foregoing; or (vi) providing financing (including guarantees)publicly request Seller or any of its representatives, in whole directly or in partindirectly, to amend or waive any person with respect to the matters in clauses (i)-(v) aboveprovision of this Section 12.3.

Standstill. Without PCMFrom the date of this Agreement through the six (6) month anniversary thereof (the “Standstill Termination Date”), neither Terex nor any of Terex’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as such term is defined in Rule 12b-2 under the Exchange Securities Act of 11934, as amended, or the rules and regulations promulgated thereunder (collectively, the “1934 Act) not to”)), for a period will, in any manner, directly, or indirectly, without the prior approval of five years from the date Board of this Agreement: Directors of Discloser (which approval may by given or withheld in such Board’s sole discretion), (i) purchase or otherwise acquire, or offer, seek, propose make any offer or agree proposal to acquire, ownership (includingor assist any other person to acquire, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities or property of the PCM Discloser, whether by tender offer, exchange offer or Systemaxotherwise, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek offer or proposepropose to enter into any merger or business combination involving Discloser or purchase a material portion of the assets of Discloser or any subsidiary of Discloser, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, make or in any way participate, directly or indirectly, participate in any “solicitation” of “proxies” (( as such terms are used defined in the proxy rules under the Exchange Act and the regulations thereunder1000 Xxx) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the other party or any of its subsidiaries; Discloser, (iv) form, join, join or in any way participate with others in a “group” (within as defined in the meaning of Section 13(d)(31000 Xxx) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction voting securities of Discloser, (v) otherwise act, alone or proposed transaction between in concert with others, or seek to control or influence the partiesmanagement, Board of Directors or policies of Discloser; (vi) take any of PCM’s or Systemax’s security holders, as applicable, action which might force Discloser or any of their respective affiliatesits affiliates to make a public announcement regarding any of the types of matters set forth in clauses (i) through (v) of this Paragraph 11; or (vii) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Terex also agrees, includingon behalf of itself and its affiliates and Representatives, without limitationduring such period not to request Discloser (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any acquisitionprovision of this Paragraph 11 (including this sentence). After the Standstill Termination Date, tender the restrictions set forth in this Paragraph 11 shall terminate and no longer be effective. Notwithstanding anything to the contrary contained in this Pxxxxxxxx 00, Xxxxx’s obligations under this paragraph shall immediately terminate prior to the Standstill Termination Date if any party that is not an “affiliate” of Terex or exchange offer, merger, sale of assets or securities, or other business combination, unless Discloser (a) the PCM’s shall, in addition to any shares held by such party, have acquired or Systemax’s board of directors, as applicableentered into a definitive agreement to acquire, or their respective designated Representatives shall have requested in advance Discloser issue, more than 35% of the submission outstanding equity securities of such proposalDiscloser or all or substantially all of the assets of Discloser, or (b) such proposal is directed to PCM’s commences a tender offer or Systemax’s board exchange offer for more than 50% of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board the outstanding equity securities of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) aboveDiscloser.

Standstill. Without PCMAs additional consideration of the Customer’s or Systemaxissuance of the Shares and the Customer’s consentagreements under this Agreement, as applicableVeolia agrees that, PCM unless approved in advance by the Board, from and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for a period of five years from after the date of this Agreement: Agreement until the expiration of the Standstill Period (i) purchase as defined herein), Veolia, will, and Veolia will cause each of its Affiliates and use reasonable efforts to cause all other persons under its control or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but direction not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM directly or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or proposeindirectly, alone or in concert with others, to control or influence in any manner the managementmanner: (1) propose or publicly announce or otherwise disclose any intention to propose or enter into or agree to enter into, the board of directors singly or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in together with any way participateother person, directly or indirectly, (i) any merger, business combination, acquisition or other similar transaction relating to the assets or securities of the Customer or any of its subsidiaries, (ii) any restructuring, recapitalization, reorganization or similar transaction with respect to the Customer or any of its subsidiaries or (iii) any tender or exchange offer, or share exchange, for or involving, the Common Stock, whether or not such transaction involves a change-in-control of the Customer; (2) initiate or engage in any solicitation of proxies or written consents to vote or withhold from voting) any securities of the Customer having the power whether contractual, organic, conditional or otherwise (“voting securities”), or conduct any precatory or other non-binding referendum with respect to any voting securities of the Customer, or assist or participate in any solicitation of proxies or written consents with respect to any voting securities of the Customer, or otherwise become a “participant” in a “solicitation” of “proxies” (as such terms are used defined in the proxy rules Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act and Act), to vote any securities of the regulations thereunderCustomer in opposition to any published recommendation or proposal of the Board made to all of the Customer’s stockholders; (3) acquire, offer or propose to voteacquire, or seek agree to advise acquire, directly or indirectly, whether by purchase (private or open-market), tender or exchange offer, through the acquisition of control of another person, by forming or joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any (i) interests in any of the Customer’s indebtedness, or (ii) economic ownership of any Common Stock (including any rights decoupled from the underlying securities of the Customer), except pursuant to this Agreement; (4) advise, encourage or influence any person with respect to the voting of (or execution of a written consent in respect of), or disposition of, any voting securities of the Customer, other party or any than in accordance with a published recommendation made by the Board to all of its subsidiaries; the Customer’s stockholders; (iv5) form, join, join or in any other way participate in a any “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, with respect to the board of directors of PCM Common Stock; (6) enter into any discussions, negotiations, agreements or Systemax, as applicable, understandings with any person or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever entity with respect to any other transaction or proposed transaction between of the parties, any of PCM’s or Systemax’s security holders, as applicableforegoing, or advise, assist, knowingly encourage or seek to persuade any of their respective affiliates, including, without limitation, person to take any acquisition, tender action or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) make any public announcement statement with respect to such any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; (7) make any request, submit any proposal is approved or take any action to amend the terms of this Section 23, or challenge the validity or enforceability of any of the provisions of this Section 23, other than through non-public communications with the Board that would not be reasonably determined to require or result in advance public disclosure obligations for any party; (8) take, or solicit, cause or encourage others to take, any action that require disclosure by PCM’s or Systemax’s board Veolia pursuant to Item 4 of directors, as applicableSchedule 13D under the Exchange Act; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) above.or

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not toExecutive agrees that, for a period of five two years from the date of this Agreement, neither Executive nor any of Executive's affiliates will (or will cause or assist others to), without the prior written consent of the Company or its Board of Directors: (i) purchase or otherwise acquire, or offeroffer to acquire, seek, propose or agree to acquire, ownership (includingdirectly or indirectly, but not limited toby purchase or otherwise, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any voting securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such voting securities of any issued by the Company or any securities convertible into parent or subsidiary thereof, or of any successor, or any assets of the Company or any parent or subsidiary or division thereof or of any such securities successor, which may be outstanding on the date hereof or subsequently issued during such two year period (collectively, “Securities”except pursuant to the exercise of stock options granted to Executive on or before the Termination Date); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, make or in any way participateparticipate in, directly or indirectly, in any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules under of the Securities Exchange Act and the regulations thereunderCommission) to vote, or seek to advise or influence any person or entity with respect to the voting of of, any voting securities of the other party Company (or any parent or subsidiary thereof); (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company (or any parent or subsidiary thereof) or its subsidiariesor their securities or assets; (iv) form, join, join or in any way participate in a “"group” " (within the meaning of as defined in Section 13(d)(3) of the Securities Exchange Act)Act of 1934, as amended) in connection with any of the foregoing; (v) make any proposal otherwise act, alone or in concert with others, to seek control or influence the management, Board of Directors or policies of the Company (or any statement regarding parent or subsidiary thereof); (vi) disclose any proposalintention, whether written plan or oralarrangement inconsistent with the foregoing; or (vii) advise, to the board of directors of PCM assist or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to encourage any other transaction or proposed transaction between the parties, persons in connection with any of PCM’s or Systemax’s security holders, as applicable, the foregoing. Executive also agrees during such period not to request the Company or any of their respective affiliatesits representatives, includingdirectly or indirectly, without limitationto amend or waive any provision of this paragraph (including this sentence) or take any action which might require the Company to make a public announcement regarding the possibility of an extraordinary transaction involving the Company or its securities or assets. Notwithstanding the foregoing, any acquisition, tender or exchange offer, merger, sale of assets or securitiesExecutive shall be entitled to receive and own all securities distributed in respect of, or other business combination, unless (a) the PCM’s or Systemax’s board issued in exchange for any voting securities owned by him which were not acquired in violation of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) abovethis Agreement.

Standstill. Without PCM’s or Systemax’s consent(a) HOC covenants and agrees that, except as applicableotherwise contemplated in this Agreement, PCM and Systemax shall HOC will not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) will not allow any HOC Entities to, for a period of five years from in either case, without the date of this Agreement: (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities prior written consent of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participateCompany, directly or indirectly, : (i) acquire or enter into any agreement to acquire or make any proposal or offer to acquire in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) to vote, or seek to advise or influence manner any person with respect to the voting of any voting equity securities of the Company (whether issued or unissued) that would result in a Pro Rata Interest greater than 40% other party than (A) as a result of a stock dividend or distribution made by or a recapitalization of the Company, (B) in accordance with the terms of any dividend reinvestment or share purchase plan made available from time to time by the Company to holders of equity securities; (C) pursuant to the exercise of rights issued pursuant to a rights offering made by the Company to the holders of its subsidiariesequity securities; or (D) pursuant to the exercise of rights issued pursuant to any shareholder rights plan of the Company and attached to equity securities; (ii) assist, encourage or advise any other person to acquire or agree to acquire in any manner any equity securities; (iii) propose or support or engage in any discussions or negotiations with respect to, or enter into any agreement, commitment or understanding with any third party to effect, any tender offer, merger, business combination, asset or share transaction, financing transaction or corporate restructuring involving the Company; (iv) make or participate directly or indirectly in any solicitation of proxies from shareholders of the Company; (v) form, join, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) any group acting jointly or in concert with any of the Exchange Act)foregoing; or (vvi) make any proposal public disclosure of any intention in connection with the foregoing; (each an “Acquisition Proposal”). (b) Notwithstanding Section 6.1, none of the HOC Entities shall be prohibited from making an Acquisition Proposal: (i) in the event the Company materially breaches its obligations under Section 2.3 (Additional Financing), Article 4 (Pre-Emptive Right), Article 5 (Board Representation) or Article 6 (Right of First Offer), provided that HOC has notified the Company of any statement regarding any proposalalleged breach and the Company has failed to cure such alleged breach, whether written or oralif curable, to within thirty days of such notice; (ii) from the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make date any public announcement of or proposal whatsoever public disclosure of an intention to commence or enter into any agreement with respect to any of the following is made by any person (other than any HOC Entity) to the date of the withdrawal or cancellation of the Tender Offer Transaction or Business Combination Transaction (each as defined below): A) a tender offer or an intention to undertake a tender offer for equity securities of the Company by any person or group of persons (other than any HOC Entities) which if completed would result in such tender offer person or group of persons holding 20% or more on a non-diluted basis of any class of then outstanding equity securities of the Company (a “Tender Offer Transaction”); or B) any acquisition (excluding a Tender Offer Transaction), merger, asset purchase and sale, business combination transaction or proposed other extraordinary transaction between involving or relating to the parties, any of PCM’s or Systemax’s security holders, as applicable, Company or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securitiesits subsidiaries, or an intention to make an offer to the Company and/or its subsidiaries to undertake such a transaction, by any person or group of persons (other business combinationthan any HOC Entities) which would, unless if completed, result in (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (cI) any public announcement with respect to such proposal is approved class of outstanding equity securities being converted into cash or securities of another person resulting in advance by PCM’s or Systemax’s board shareholders holding less than 50% of directors, as applicablethe equity and/or voting securities of the resulting entity; or (viII) providing financing (including guarantees), in whole all or in part, substantially all of the Company’s assets being sold to any person with respect or group of persons (other than any HOC Entities) (a “Business Combination Transaction”), provided that in the case of this Section 6.1(b)(ii)(B) HOC must make such Acquisition Proposal confidentially to the matters Board of Directors and not by way of public offer to the shareholders. For greater certainty, if HOC has commenced an Acquisition Proposal in clauses reliance on this Section 6.1(b)(ii) or in respect of Section 6.1(b)(ii)(B), has agreed with the Company to an Acquisition Proposal, prior to the withdrawal or cancellation of such Tender Offer Transaction or Business Combination Transaction, HOC shall not be precluded from continuing with such Acquisition Proposal by reason only of the withdrawal or cancellation of any relevant Tender Offer Transaction or Business Combination Transaction; or (i)-(viii) aboveif a person or group of persons other than any of the HOC Entities, the Company or its subsidiaries obtains proxies carrying a majority of the votes attached to all outstanding voting securities of the Company and exercises such votes to replace the Board of Directors.

Standstill. Without PCM’s or Systemax’s consent(a) During the Standstill Period, as applicable, PCM and Systemax the Investor shall not, not and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not permit any of its Affiliates to, for a period of five years from the date of this Agreement: (i) purchase directly or otherwise acquireindirectly, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, whether alone or in concert with others, without the prior written consent of the Issuer: (i) acquire or agree to control acquire or influence make any proposal or offer to acquire, directly or indirectly in any manner manner, any securities of the managementIssuer or any of its subsidiaries (or any securities convertible, exercisable or exchangeable into such securities) or any material portion of the board assets of directors or any of them; (ii) commence a take-over bid for any securities of the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; Issuer; (iii) makeeffect, seek, offer or in propose any way participatetake-over bid, directly amalgamation, merger, arrangement, business combination, re-organization, restructuring, liquidation, disposition of a material portion of the assets or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) to vote, other extraordinary transaction by or seek to advise or influence any person with respect to the voting of any voting securities of the other party Issuer or any of its subsidiaries; ; (iv) solicit proxies from the security holders of the Issuer or form, join, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act); group to so solicit; (v) make any proposal seek to control the management, the Board or any statement regarding any proposalpolicies of the Issuer other than through the Investor Nominees in their capacity as members of the Board; (vi) knowingly advise, whether written assist or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to encourage any other transaction or proposed transaction between the parties, Person in connection with any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless the matters set forth in this Section 5.1(a)(a); or (avii) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) make any public announcement with respect to the foregoing. (b) None of the provisions of this Section 5.1 shall be construed to restrict the Investor from making confidential proposals to or communications with the Board and/or management of the Issuer with respect to any transaction. (c) Notwithstanding the foregoing, the Investor and its Affiliates shall not be limited in any way from acquiring or offering to acquire, directly or indirectly, any company or business unit thereof that beneficially owns securities of the Issuer or its Affiliates so long as (i) such proposal is approved entity’s prior acquisition of such securities was not made directly or indirectly on behalf of the Investor and (ii) such entity’s ownership of such securities was not a primary factor in advance the decision to consummate such transaction. (d) Notwithstanding the foregoing, the Investor and its Affiliates shall not be restricted from (i) acquiring securities with the prior written consent of the Issuer, (ii) acquiring Common Shares pursuant to the conversion of the Purchased Debentures, (iii) acquiring Common Shares pursuant to the exercise of any of the Warrants, (iv) acquiring securities pursuant to Section 3.1, (v) participating in rights offerings conducted by PCMthe Issuer, (vi) receiving stock dividends or similar distributions made by the Issuer, or (vii) acquiring Common Shares pursuant to a formal take-over bid in accordance with applicable Laws for additional Common Shares pursuant to an agreement with the Issuer and with the consent of the Board. (e) The Investor’s obligations under this Section 5.1 shall terminate immediately and cease to be of any force or Systemax’s board effect on the date upon which (i) a third party, other than an Affiliate of directorsthe Investor, as applicablemakes a good faith public announcement of the commencement of a take-over bid to acquire 50% or more of the outstanding Common Shares; (ii) the Issuer publicly announces the entering into of a definitive agreement to effect a change-of-control transaction; or (viiii) providing financing (including guarantees)a third party, in whole or in partother than an Affiliate of the Investor, to any person with respect to acquires at least 20% of the matters in clauses (i)-(v) aboveoutstanding Common Shares.

Standstill. Without PCM’s or Systemax’s consent(a) From the date of this Agreement until the earlier of the (i) fourth anniversary of the Closing Date and (ii) date on which the SB Group and its Affiliates collectively own less than five percent of the fully diluted equity interests of Symbotic (the “Standstill Period”), as applicablewithout the prior written consent of the Board, PCM and Systemax the SB Group shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) each of its controlled Affiliates not to, for a period of five years from the date of this Agreement: (i) purchase directly or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or proposeindirectly, alone or in concert with othersany other Person: (i) except with respect to the exercise of the Warrant, subject to control the conditions set forth therein, acquire, offer to acquire, or influence in agree to acquire, directly or indirectly, by purchase or otherwise, any manner voting securities, derivatives or direct or indirect rights to acquire any voting securities of Symbotic; (ii) deposit any voting securities of Symbotic into a voting trust or subject any voting securities of Symbotic to any proxy, arrangement or agreement with respect to the management, the board voting of directors such securities or the policies of PCM or Systemax, as applicable, including, but not limited to, other agreement having a proposal pursuant to Rule 14a-8; similar effect; (iii) initiate or propose, other than pursuant to Section 6.3(e), (A) any merger, consolidation, business combination, tender or exchange offer, purchase of Symbotic’s assets or businesses, or similar transaction involving Symbotic or (B) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to Symbotic; (iv) directly or indirectly, encourage or support a tender, exchange or other offer or proposal by any other Person in respect of Symbotic’s assets or businesses; (v) initiate, propose or in any way participate in, directly or indirectly, any stockholder proposal or make, or in any way participateparticipate in, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunderSEC rules) to vote, or seek to advise or influence any person Person with respect to the voting of of, any voting securities of Symbotic or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the other party or Exchange Act) with respect to any voting securities of its subsidiaries; Symbotic; (ivvi) form, join, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction voting securities of Symbotic or proposed transaction between any of the partiesforegoing activities; (vii) call or seek to call any special meeting of stockholders of Symbotic; (viii) propose, or agree to, or enter into any discussions, negotiations or arrangements with, or provide any confidential information to, any third party with respect to any of the foregoing; or (ix) assist, advise or encourage any Person with respect to, or seek to do, any of PCMthe foregoing. (b) Notwithstanding Section 6.3(a), the SB Group and its Affiliates may: (i) acquire voting securities of Symbotic in connection with the Follow-On Offering in accordance with the terms of Section 5.1; (ii) acquire voting securities of Symbotic in connection with the Stock Purchase Agreement in accordance with the terms therein; (iii) own (and may acquire shares or other ownership interests in) any mutual fund or similar entity that owns the securities of Symbotic; provided, that the SB Group and its Affiliates own, in the aggregate, less than 5% of such mutual fund or similar entity and do not exercise control over the management or policies of such entity; and (iv) purchase or acquire additional voting securities in Symbotic, in the open market or otherwise, solely to the extent any such purchase or acquisition would not cause the SB Group’s and its Affiliates’ collective percentage ownership of Symbotic’s fully diluted equity interests to exceed 15%. The provisions set forth in this Section 6.3 shall not prohibit passive investments by a pension or employee benefit plan or trust for the SB Group’s or Systemax’s security holdersits Affiliates’ employees so long as such investments are directed by independent trustees, as applicableadministrators or employees to whom no confidential information of Symbotic has been disclosed. (c) Notwithstanding anything to the contrary herein, the Standstill Period shall terminate automatically upon: (i) a Change of Control of Symbotic; (ii) any “person” or “group” within the meaning of Sections 13(d) and 14(d) of the Exchange Act (other than the SB Group or one or more of its Affiliates or any group that includes the SB Group or one or more of its Affiliates) commencing a tender or exchange offer that, if consummated, would make such person or group (or any of its or their respective affiliatesAffiliates) the Beneficial Owner of 50% or more of the total voting power of all outstanding voting securities of Symbotic or any rights or options to acquire such ownership, includingincluding from a third party, without limitation, and the Board recommends in favor of such offer or fails to recommend that Symbotic’s stockholders reject such offer within 10 Business Days after its commencement; (iii) Symbotic (A) entering into or publicly announcing its intention to enter into a definitive agreement with a third party to effectuate a business combination or any transaction which shall result in the acquisition, tender directly or exchange offerindirectly, merger, sale by any person or group of assets beneficial ownership of at least 50% of Symbotic or securities, (B) announcing (including through a Representative) Symbotic’s or other the Board’s approval or recommendation of any such business combination. (d) For the avoidance of doubt, unless the expiration or termination of the Standstill Period shall not terminate or otherwise affect any of the other provisions of this Agreement. (ae) the PCM’s The SB Group agrees not to request or Systemax’s board otherwise publicly disclose that Symbotic Group amend or waive any provision of directors, as applicable, this Section 6.3 in a manner that is intended to or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed would reasonably be expected to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any require public announcement disclosure with respect to such proposal proposal. (f) Nothing in this Section 6.3 will be deemed to limit the SB Group’s ability to provide its views privately to the Board or management of Symbotic on any matter or limit the ability of any director that is approved appointed to the Board by or otherwise affiliated with the SB Group to satisfy such Person’s obligations to Symbotic and its shareholders in advance by PCMsuch Person’s capacity as a director of Symbotic (it being understood, nothing herein shall limit such Person’s obligations to comply with any policies of Symbotic applicable to directors or Systemax’s board of directors, as applicable; or (vi) providing financing (including guaranteesto comply with Section 6.2(g)), in whole or in partto privately request a waiver of any provision of this Section 6.3, provided that such actions are not intended to and would not reasonably be expected to require public disclosure of such actions. (g) The Parties acknowledge and agree that it would be a breach of this Section 6.3 if any person with respect to Affiliate of the matters in clauses (i)-(v) aboveSB Group takes any action that, if taken by the SB Group, would be prohibited by the terms of this Section 6.3.

Standstill. Without PCM’s Each Stockholder agrees that, until such time that such Stockholder beneficially owns Voting Stock representing less than 5% of the outstanding shares of Common Stock (on an as-converted basis), none of it or Systemax’s consentits Affiliates will, as applicabledirectly or indirectly, PCM and Systemax shall notdo any of the following unless requested or approved in advance in writing by the Company: (a) [Reserved.] (b) acquire, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not todirectly or indirectly, for a period of five years from the date of this Agreement: (i) by purchase or otherwise acquireotherwise, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such shares of Preferred Stock or Common Stock (including any derivative securities or contracts or instruments in any securities convertible into way related thereto) of the Company such securities that after such acquisition the Stockholder and its Affiliates would beneficially own 45% or more of the outstanding shares of Common Stock (collectively, “Securities”on an as-converted basis); provided that the foregoing restriction in this Section 3.2(b) shall not apply to any acquisition (i) pursuant to Section 4.2 (Preemptive Rights) of this Agreement or any Stockholder’s exercise of its Right of First Refusal in connection with a Transfer that is permitted by Section 3.1 or (ii) seek or propose, alone or in concert with others, to control or influence in any manner that is the management, result of operation of Section 10 (Anti-Dilution Adjustments) of the board Certificate of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; Designations; (iiic) make, or in any way participateparticipate in, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in within the proxy rules meaning of Rule 14a-1 under the Exchange Act and the regulations thereunderAct) to votevote any Voting Stock of the Company or its subsidiaries, or call or seek to advise call a meeting of the Company’s stockholders or influence initiate any person stockholder proposal for action by the Company’s stockholders or seek the removal of any director from the Board of the Company (other than pursuant to Article II of this Agreement); (d) make any public announcement with respect to to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender or exchange offer, restructuring, recapitalization or other extraordinary transaction of or involving the voting of any voting securities of the other party Company or any of its subsidiaries; subsidiaries or their securities or assets (ivexcept (i) any nonpublic proposal to the Board that would not require the Company, such Stockholder or any other Person to make any public announcement or other disclosure with respect thereto or (ii) any public disclosure in any filings by the Stockholder or its Affiliates with the SEC to the extent required by applicable law or stock exchange rules); (e) form, join, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act); (v) make in connection with any proposal Voting Stock of the Company or its subsidiaries, including with any other Stockholder or any statement of its Affiliates; provided that taking any action as required by this Agreement shall not constitute a violation of this Section 3.2(e); (f) take any action that would reasonably be expected to cause or require of the Company to make a public announcement regarding any proposalactions prohibited by this Section 3.2; (g) contest the validity or enforceability of this Section 3.2; or (h) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, assist or encourage, any other persons to do any of the foregoing; provided, however, that nothing contained in this Section 3.2 shall limit, restrict or prohibit (i) any confidential, non-public discussions with or communications or proposals to management or the Board by the Stockholder, its Affiliates or representatives related to any of the foregoing, (ii) a Stockholder’s ability to vote, Transfer, convert, exercise its rights under Section 4.2 (Preemptive Rights) or Section 3.3 (Right of First Refusal) or otherwise exercise rights with respect to its Common Stock or Preferred Stock in accordance with the terms and conditions of this Agreement and the Certificate of Designations or (iii) the ability of any Stockholder’s Director to vote or otherwise exercise his or her duties or otherwise act in his or her capacity as a member of the Board; provided, further, that, for the avoidance of doubt, any shares of Preferred Stock and Common Stock held by a Stockholder or its Permitted Transferee shall be subject to the board terms and restrictions set forth in this Agreement and the Certificate of directors Designations, including the limitations on voting set forth in Section 12 of PCM the Certificate of Designations. Notwithstanding the foregoing, the restrictions set forth in this Section 3.2 shall not apply if any of the following occurs (provided, that, in the event any matter described in clauses (a) or Systemax(b) of this paragraph has occurred and resulted in the restrictions imposed under this Section 3.2 ceasing to apply to a Stockholder, then, in the event the transaction related to such matter has not occurred within twelve (12) months of the date on which the Stockholder was released from such restrictions, then so long as applicablesuch transaction is not being actively pursued at such time, or the restrictions set forth in this Section 3.2 shall thereafter resume and continue to apply in accordance with their terms (provided that such restrictions shall not resume and continue to apply if such Stockholder has publicly taken any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever tangible steps with respect to any action or matter that would be prohibited by this Section 3.2 and such Stockholder is at that time continuing to pursue such action or matter, in which case such restrictions shall resume and continue to apply following such time as such Stockholder has ceased to pursue such action or matter)): (a) in the event the Company enters into a definitive agreement for a merger, consolidation or other business combination transaction or proposed transaction between as a result of which the parties, any stockholders of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, the Company would own (including, without limitationbut not limited to, beneficial ownership) Voting Stock of the resulting corporation having 50% or less of the votes that may be cast generally in an election of directors if all outstanding Voting Stock were present and voted at a meeting held for such purpose; or (b) in the event that a tender offer or exchange offer for at least 50.1% of the Capital Stock of the Company is commenced by a third person (and not involving any acquisitionbreach, by a Stockholder, of this Section 3.2), which tender offer or exchange offer, mergerif consummated, sale would result in a Change of assets or securitiesControl, or other business combination, unless and either (a1) the PCM’s or Systemax’s board directors (excluding any Directors designated by the Stockholders) recommend that the stockholders of directors, as applicable, or the Company tender their respective designated Representatives shall have requested shares in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect response to such proposal is approved in advance by PCM’s offer or Systemax’s board of directors, do not recommend against the tender offer or exchange offer within ten (10) business days after the commencement thereof or such longer period as applicable; shall then be permitted under U.S. federal securities laws or (vi2) providing financing the directors (including guarantees)excluding any Directors designated by the Stockholders) later publicly recommend that the stockholders of the Company tender their shares in response to such offer. Notwithstanding the foregoing, in whole or in part, to any person solely with respect to the matters Liberty Broadband Stockholder, references in clauses (i)-(v) abovethis Section 3.2 to Affiliates shall mean Affiliates acting at the direction of or in concert with the Liberty Broadband Stockholder or any of its Permitted Transferees and any of the foregoing Persons’ respective Subsidiaries.

Standstill. Without PCM’s Executive agrees that, during the Restricted Period, without the approval of a majority of the members of the Board, Executive will not and will cause his Affiliates or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective any persons with whom any of the foregoing has formed a “affiliatesgroup” (as defined in Rule 12b-2 under within the meaning of Section 13(d)(3) of the Exchange Act) (in each case, including any applicable successors and assigns) not to (together, the “Restricted Persons”) (a) make any public announcement with respect to, for a period of five years from the date of this Agreement: (i) purchase enter into any agreement to, offer or otherwise acquireseek or propose to enter into, directly or indirectly any tender or exchange offer, seekrestructuring, propose recapitalization, merger, acquisition transaction or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under other business combination involving the Exchange Act) of any securities of the PCM or Systemax, as applicable, Company or any direct of its subsidiaries or indirect rights or options to acquire any such their securities or any securities convertible into such securities assets, (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iiib) make, or in any way participateparticipate in, directly or indirectly, in any “solicitation” of “proxies,” “consents” or “authorizations” (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated under the Exchange Act and the regulations thereunderAct) to vote, or seek to advise or influence any person with respect to the voting of, any common stock of the Company (the “Common Stock”) or any voting other securities of the Company entitled to vote in the election of directors of the Company, or securities convertible into, or exercisable or exchangeable for common stock or such other party securities (collectively, “Voting Securities”), or securities of any of the Company’s subsidiaries or call a special stockholders’ meeting or make a stockholder proposal (including pursuant to Rule 14a-8 under the Exchange Act) for any such purpose, (c) otherwise act, alone or in concert with others, to seek representation or control, control or change the Board, governing instruments, stockholders, policies or affairs of the Company or any of its subsidiaries; , (ivd) directly or indirectly enter into negotiations, arrangements or understandings with any other person with respect to any of the foregoing activities or propose any of such activities, (e) form, joinjoin or in any way form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (v) make in connection with any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicableVoting Securities, or any director or officer securities of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the parties, any of PCMCompany’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) above.subsidiaries or

Standstill. Without PCM’s or Systemax’s consent(a) Each Purchaser (except for Thrive Capital) agrees that during the Standstill Period, as applicablewithout the prior written approval of the Board of Directors, PCM and Systemax shall such Purchaser will not, directly or indirectly, and shall will cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) its Affiliates not to, for a period of five years from the date of this Agreement: : (i) purchase or otherwise acquire, or offer, seek, offer or propose or agree to acquire, ownership (includingor agree or seek to acquire, but not limited todirectly or indirectly, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities by purchase or otherwise, greater than 10% of the PCM voting equity securities or Systemax, as applicable, or any direct or indirect rights or options to acquire any such greater than 10% of the voting equity securities of the Company, or any securities convertible into such securities (collectively, “Securities”); substantially all of the assets of the Company; (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) makeenter into, or agree, or offer, propose or seek to enter into, or otherwise be involved in any way participateor part of, directly or indirectly, any acquisition transaction or other business combination relating to all or part of the Company or any acquisition transaction for all or substantially all of the assets of the Company or any of its businesses; (iii) make or in any way participate in directly or indirectly, any “solicitation” of or “proxiesproxy” (as such terms are used in the proxy rules under of the Exchange Act and the regulations thereunderSEC) to vote, or seek to advise or influence any person Person with respect to the voting of of, any voting securities of the other party or any of its subsidiaries; Company; (iv) form, join, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any voting securities of the Company; (v) seek or propose, alone or in concert with others, to influence or control the Company’s management or policies; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other transaction or proposed transaction between the parties, Person (other than a representative of such Purchaser) with respect to any of PCM’s the foregoing activities or Systemax’s security holderspropose any such activities to any other Person; (vii) advise, assist, encourage, act as applicablea financing source for any other Person in connection with any of the foregoing activities; or (viii) publicly disclose any intention, plan or arrangement inconsistent with any of the foregoing restrictions. (b) Each Purchaser (except for Thrive Capital) also agrees that, during the Standstill Period, it will not: (i) publicly request the Company or its advisors, directly or indirectly, to (1) amend or waive any provision of this Section 4.05 or (2) otherwise consent to any action inconsistent with any provision of this Section 4.05; or (ii) take any initiative with respect to the Company or any of their respective affiliatesits Affiliates which could require the Company to make a public announcement regarding (w) such initiative, including(x) any of the activities referred to in Section 4.05(a), (y) the possibility of the Transactions or any similar transactions or (z) the possibility of such Purchaser or any other Person acquiring control of the Company, whether by means of a business combination or otherwise. (c) The provisions of this Section 4.05 (the “Standstill”) shall be inoperative and of no force or effect with respect to any Purchaser if (i) any other Person or “group” (as defined in Section 13(d)(3) of the Exchange Act) shall have entered into a definitive agreement with the Company for a transaction that, after consummation thereof, the stockholders of the Company cease to own 50% or more of the total voting power (without limitationgiving effect to any overlapping shareholdings), or 50% or more of the consolidated total assets, of the Company or any acquisitionsuccessor entity or parent entity or resulting entity, (ii) a tender or exchange offer is made by any other Person or group to acquire 50% or more of the outstanding voting securities of the Company and the Board of Directors fails to recommend to the Company’s stockholders rejection of such tender or exchange offer within 10 Business Days of commencement thereof or withdraws such recommendation of rejection or recommends acceptance of such tender or exchange offer, merger, sale of assets (iii) the Company issues to any Person or securitiesgroup, or other business combinationany Person or group acquires or comes to own, unless in each case, securities representing 50% or more of the total voting power of the Company, (aiv) any Person or group commences a proxy solicitation in which the Person or “group” would, if successful or if settled, elect or acquire the ability to elect 50% or more of the Board of Directors, (v) the PCM’s or Systemax’s board of directorsCompany publicly announces that it has commenced a formal process to explore strategic alternatives, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing the Board of Directors (including guaranteesor any duly constituted committee thereof composed entirely of independent directors) shall have determined in good faith, after consultation with outside legal counsel, that the failure to waive, limit, amend or otherwise modify the Standstill, would be reasonably likely to be inconsistent with the fiduciary duties of the Company’s directors under applicable law, or (vii) the Company enters into a voluntary or involuntary bankruptcy or insolvency process (any such event, a “Fall-Away Event”). (d) Notwithstanding anything to the contrary in this Agreement, from and after the occurrence of a Fall-Away Event or any expiration of this Section 4.05, no other provisions of this Agreement will be interpreted to prevent or restrict any Purchaser from proposing, pursuing or executing a business combination transaction, or from taking any of the actions described in whole this paragraph, or from taking any actions in partfurtherance thereof, to any person with respect to the matters Company. Nothing in clauses this paragraph shall prohibit any Purchaser from (i)-(vx) abovecommunicating with the Company for a non-public proposal regarding a transaction or an amendment or waiver of this paragraph in such a manner as would not reasonably be expected to require public disclosure thereof under applicable law, or (y) disposing of any securities of any company covered by this Agreement which it currently holds or may hereafter acquire.

Standstill. Without PCM’s or Systemax’s consent(a) During the Standstill Period, as applicable, PCM and Systemax each Stockholder shall not, nor shall it direct or cause any member of its Stockholder Group or its and shall cause their respective “affiliates” Affiliates and Representatives (as defined in Rule 12b-2 under the Exchange Acton behalf of such Stockholder) not to, for a period of five years from the date of this Agreementdirectly or indirectly: (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participateparticipate or engage in, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used and defined in the proxy rules under promulgated the Exchange Act Act) to vote any Company Securities (whether at a stockholders meeting of the Company or by written consents for action by stockholders in lieu of a meeting, or deposit any Company Securities in a voting trust or subject them to a voting agreement or other agreement of similar effect) for purposes of electing Directors to the Board (other than any solicitation of proxies solely in respect of the nomination of Directors of the Company and the regulations thereunderStockholders referred to in Section 3.2), (ii) subject to voteSection 6.1(c), make any proposal to acquire or acquire, directly or indirectly, by purchase or otherwise, Beneficial Ownership of any Company Securities if, after giving effect to such acquisition, its Stockholder Group, together with their respective Affiliates, in the aggregate, would have Beneficial Ownership of more than thirty percent (30%) of the issued and outstanding Company Securities, (iii) propose to enter into, directly or indirectly, any merger, consolidation, business combination or other similar transaction involving the Company, or seek to advise make any tender offer or influence any person with respect to the voting of any voting securities of the other party or any of its subsidiaries; exchange offer for Company Securities, (iv) form, join, join or in any way participate in or enter into any agreement, arrangement or understanding with a “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any Company Securities, other transaction than with each other, (v) publicly disclose, directly or proposed transaction between the partiesthrough any Representative, any of PCM’s intention, plan or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) arrangement inconsistent with the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; foregoing or (vi) providing financing advise, assist or encourage, or enter into any discussions, negotiations, agreements or arrangements with, any other person in connection with any of the foregoing. (including guaranteesb) Notwithstanding the foregoing Section 6.1(a), the Stockholders may make requests (but only privately to the Company and not publicly) for amendments, waivers, consents under or agreement not to enforce, the foregoing restrictions in whole or in partSection 6.1(a), to any person with respect allow such Stockholder to make proposals or offers (but only privately to the matters Company and not publicly) regarding the transactions contemplated by Section 6.1(a)(iii) on a negotiated basis. (c) Notwithstanding any term of this Agreement to the contrary, no member of a Stockholder Group (other than a Stockholder) (each a “Related Person”) shall be prohibited from purchasing Company Securities in clauses any open market transactions in the ordinary course of business (i)-(vany such purchase, a “Related Person Purchase”); provided, however, that (i) abovefor the avoidance doubt, no Company Securities Beneficially Owned by a Related Person shall have any registration rights under Article V; and (ii) in connection with each and any Related Person Purchase, such Related Person shall agree by a written instrument to be executed and delivered to the Company that any and all Company Securities purchased pursuant to a Related Person Purchase shall be voted in proportion to all other stockholders of the Company other than the applicable Stockholder, unless specifically invited in writing by the Company to do so. Any breach by a Related Person of this Section 6.1(c) shall be deemed a breach by all of the members of such Stockholder Group, including the applicable Stockholder.

Standstill. Without PCM’s or Systemax’s consentUnless approved in advance in writing by the board of directors of the Company, as applicablethe Investor and the Parent agree that, PCM and Systemax shall not, and shall cause neither they nor any of their respective “affiliates” Representatives (as defined in Rule 12b-2 under the Exchange Actbelow) not to, for a period acting on behalf of five years from the date of this Agreement: (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with othersthe Investor or the Parent (or any of their Representatives) will, until 16 months following the Closing (“Standstill Expiration”), directly or indirectly: (a) Make any statement or proposal to control any of the Company’s Representatives or influence in any manner of the management, Company’s stockholders (other than a private communication with one or more members of the board of directors or of the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iiiCompany) makeregarding, or in make any way participatepublic announcement, directly proposal, or indirectly, in offer (including any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A of the proxy rules under the Securities Exchange Act and the regulations thereunderof 1934, as amended) to votewith respect to, or seek otherwise solicit, seek, or offer to advise effect (including, for the avoidance of doubt, indirectly by means of communication with the press or influence media) (i) any person with respect to business combination, merger, tender offer, exchange offer, or similar transaction involving the voting of any voting securities of the other party 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) formany proposal to seek representation on the board of directors of the Company or otherwise seek to control or influence the management, joinboard of directors, or in policies of the Company, or (v) any way participate in proposal, arrangement, or other statement that is inconsistent with the terms of this Agreement, including this Section 4.11; (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 Section 4.11(a); or (c) take any action that 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 Section 4.11(a). In addition, until the Standstill Expiration, unless approved in advance in writing by the board of directors of the Company, the Investor and the Parent agree that, neither the Investor nor the Parent, nor any of the direct and indirect subsidiaries of the Parent or the Investor, nor any officer of Parent (within the meaning of Section 13(d)(3) 3b-2 of the Securities Exchange ActAct of 1934, as determined by the Board of Directors of the Parent) acting on behalf of or in concert with the Investor or the Parent, will acquire (or propose or agree to acquire); (v) make , of record or beneficially, by purchase or otherwise, any proposal loans, debt securities, equity securities, or assets of the Company or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicableits subsidiaries, or rights or options to acquire interests in any director or officer of PCM or Systemaxthe Company’s loans, as applicabledebt securities, equity securities, or otherwise make any public announcement or proposal whatsoever with respect to any assets, other transaction or proposed transaction between than (i) equity securities acquired from the partiesCompany in exchange for equity securities of the Company currently held by the Investor, the Parent, any of PCM’s or Systemax’s security holders, as applicable, the direct and indirect subsidiaries of the Parent and the Investor or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless such officers and (aii) the PCM’s or Systemax’s board acquisition of directors, the Shares as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance contemplated by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) abovethis Agreement.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, Recipient hereby agrees that for a period of five years one (1) year from the date hereof, Recipient and its Affiliates will not (and neither Recipient nor its Affiliates will assist, provide or arrange financing to or for others or encourage others to), directly or indirectly, acting alone or in concert with others, unless specifically invited on an unsolicited basis in advance by the board of this Agreementdirectors of the Company: (i) purchase acquire or otherwise acquireagree, or offer, seek, seek or propose to acquire (or agree request permission to acquiredo so), ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM assets or Systemax, as applicablebusinesses of the Company or any securities issued by the Company, or any direct option or indirect rights or options other right to acquire such ownership (including from a third party), except for amounts of less than five (5%) percent of any such class of outstanding securities for purposes of asset or any securities convertible into such securities (collectivelytreasury management, “Securities”)pension trusts, benefit plans and trusts, and similar purposes; (ii) seek or proposepropose to influence or control the management or the policies of the Company other than as set forth in a definitive agreement between the Parties, alone if any, relating to a Transaction or in concert with others, to control or influence in any manner the management, obtain representation on the board of directors (or any committee thereof) of the policies Company, or solicit or participate in the solicitation of, any proxies or consents with respect to any securities of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8the Company; (iii) makeseek or propose to have called, or cause to be called, any meeting of stockholders of the Company; (iv) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; (v) advise, assist, encourage, act as a financing source for or otherwise invest in any way participateother person in connection with any of the foregoing activities; (vi) other than as set forth in a definitive agreement between the Parties, directly or indirectlyif any, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) relating to vote, a Transaction propose or seek to advise propose any business combination, recapitalization, restructuring, liquidation, dissolution or influence any person other extraordinary transaction with respect to the voting of any voting securities of the other party Company or any of its subsidiaries; (ivvii) formdisclose any intention, join, plan or in arrangement inconsistent with any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act)foregoing; or (vviii) make seek to have the Company amend or waive any proposal or provision of this Section. Recipient agrees to advise the Company promptly of any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement inquiry or proposal whatsoever made to it with respect to any other transaction or proposed transaction between of the partiesforegoing. 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 PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, includingits Affiliates will, without limitationthe written consent of the Company, take any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person action with respect to the matters 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)-(vi), (ii), (iii), (vi), (vii) aboveand (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. Without PCM’s or Systemax’s consentEach of the parties agrees that, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under until the Exchange Act) not to, for a period expiration of five years eighteen months from the date of this Agreement: , without the prior written consent of the Board of Directors or General Partners of the other party, it and its affiliates will not (i) purchase in any manner acquire, agree to acquire or make any proposal or offer or otherwise acquire, or offer, seek, propose or agree seek to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of directly or indirectly any securities (or rights in respect thereof), assets or property of the PCM or Systemax, as applicable, other party or any direct of its subsidiaries, whether such agreements or indirect rights proposals or options offers are made with or to acquire any such securities the other party (or any securities convertible into such securities (collectively, “Securities”)controlling person or successor thereof) or any of its subsidiaries; (ii) enter into or agree, offer, seek or proposepropose to enter into or otherwise be involved in or part of, alone directly or in concert with othersindirectly, to control any merger, acquisition transaction or influence in other business combination involving the other party or any manner the management, the board of directors its subsidiaries or the policies any of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8their respective assets; (iii) make, or in any way participateparticipate in, directly or indirectly, in any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules under of the Securities Exchange Act and of 1934, as amended (the regulations thereunder"Exchange Act")) to vote, or seek to advise or influence any person with respect to the voting of of, any voting securities of the other party or any of its subsidiaries; (iv) form, join, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act)) with respect to any voting securities of the other party or any of its subsidiaries; (v) make any proposal otherwise act, alone or any statement regarding any proposal, whether written or oralin concert with others, to seek or propose to control or influence the board management, Board of directors Directors or policies of PCM the other party; (vi) directly or Systemaxindirectly enter into any discussions, as applicablenegotiations, arrangements or understandings with any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever other person with respect to any other transaction of the foregoing activities or proposed transaction between the parties, propose any of PCM’s or Systemax’s security holders, as applicable, or such activities to any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicableperson; or (vivii) providing financing publicly disclose any intention, plan or arrangement inconsistent with the foregoing; (viii) directly or indirectly advise, encourage, provide assistance (including guarantees)debt or equity financial assistance) to or hold discussions with or invest in any other person in connection with any of the foregoing. Each party also agrees that, in whole during such eighteen month period, neither it nor any of its affiliates will: (i) request the other party or in partits advisors, directly or indirectly, to (1) amend or waive any person provision of this paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence); or (ii) take any initiative with respect to the matters other party or any of its subsidiaries that could reasonably be expected to require the other party to make a public announcement regarding (1) such initiative, (2) any of the activities referred to in clauses this paragraph, (i)-(v3) abovethe possibility of a Transaction or any similar transaction or (4) the possibility of such party or any other person acquiring control of the other party, whether by means of a business combination or otherwise. Notwithstanding any other provision hereof, this Section 9 shall not apply to a party in the event of a bona fide publicly announced proposal, offer or agreement by a third party not acting in concert with such party (i) to acquire more than 51% of any class of stock (or rights in respect thereof) of the other party or (ii) to acquire the other party, or all or substantially all of its assets, by means of a merger, consolidation, asset purchase or other similar transaction. Additionally, the Principal or President of a party may contact the Principal or President of the other party for the purpose of expressing continuing or renewed interest in a Transaction, provided that, unless invited to do so by the President of the other party, no offer or proposal shall be made that would require public disclosure or formal consideration by such other party or its Board of Directors.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, for For a period of five years one year from the date hereof (the “Standstill Period”), each Party agrees that neither it nor its subsidiaries or affiliates alone, through its Representatives or with others will, in any manner, unless invited by the Board of this AgreementDirectors of the other Party in writing: (i) purchase or otherwise acquire, or offer, seekpropose (whether publicly or otherwise), propose solicit or seek to acquire, or agree to acquire, ownership directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of the other Party or any subsidiary thereof or any assets of the other Party, (ii) solicit, seek or offer to effect, or actually effect, negotiate with, or make or participate in any statement or proposal, whether written or oral, either alone or in concert with others, to the other Party or any of its stockholders or make or participate in any public announcement or proposal or offer whatsoever (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are defined or used in the proxy rules under of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Financial Instruments and Exchange Law and the regulations relevant Cabinet Law thereunder) , as applicable, to vote, or to seek to advise or influence any person with respect to the voting of any voting securities of the other party Party) with respect to (a) any form of business combination or similar transaction, including, a merger, tender or exchange offer or liquidation of the other Party’s assets, (b) any form of restructuring, recapitalization or similar transaction with respect to the other Party or any of its subsidiaries; , (ivc) formany purchase of any securities or any material or substantial portion of assets, joinor rights to acquire any securities or any material or substantial portion of assets, of the other Party or any of its subsidiaries, (d) any proposal to seek representation on the board of directors of the other Party or otherwise to seek to control or to influence the board of directors of the other Party, the management or the policies of the other Party or any of its subsidiaries, (e) forming, joining or in any way participate participating, or directing any person to form, join or in any way participate, in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any securities of the other transaction Party or proposed transaction between any of its subsidiaries or (f) disclosing or directing any person to disclose, any intention, plan or arrangement inconsistent with the partiesforegoing or (iii) instigate, advise, encourage, assist or direct any third party to do any of the foregoing. Each Party also agrees, and agrees on behalf of its subsidiaries and affiliates referred to in the first sentence of this paragraph, during such period not to (x) request the other Party, any of PCM’s or Systemax’s security holders, as applicable, its subsidiaries or any of their respective affiliatesdirectors, includingofficers, without limitationemployees, affiliates and representatives, directly or indirectly, to amend, waive or terminate any acquisitionprovisions of this paragraph (including this sentence) or (y) take any action which might require the other Party or any of its subsidiaries to make a public announcement regarding any of the matters specified in this paragraph. The limitations and prohibitions on each Party set forth in this paragraph shall no longer apply from the earliest of (x) the date the other Party publicly announces it has entered into a definitive written agreement with any person or group other than the first Party which provides for any transaction where such person or group (or such person’s or group’s stockholders) would be acquiring at least 50% or more of the outstanding capital stock of the other Party or all or substantially all of the assets of the other Party (each, a “Third Party Acquisition”) or (y) the date the other Party recommends that its stockholders accept a tender or exchange offer, merger, sale offer by one or more third parties to acquire 50% or more of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission equity of such proposal, Party or the date the Board of Directors of the other Party both (bi) withdraws its recommendation against such proposal is directed to PCM’s tender or Systemax’s board of directors, as applicable, or their respective designated Representatives, exchange offer and (cii) any public announcement with respect to adopts either (A) a recommendation that the stockholders accept such proposal is approved in advance by PCM’s tender or Systemax’s board of directors, as applicable; exchange offer or (viB) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) abovea position of neutrality.

Standstill. Without PCM’s Until the Trigger Date, each Stockholder and its Affiliates shall not directly or Systemax’s consentindirectly, as applicableincluding through any Affiliate, PCM and Systemax shall not, and shall cause their respective or through any other Persons who are part of a “affiliatesgroup” (as defined in Rule 12b-2 under Section 13(d) of the Exchange Act) not to, for a period of five years from the date of this Agreement: with such Stockholder: (ia) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) or make any public announcement of any proposal or offer to acquire any Common Stock or other voting securities of the PCM Corporation (other than as a result of an issuance of Common Stock in connection with any stock split, pro rata stock dividend, subdivision (by any equity split, equity distribution, reclassification, recapitalization or Systemaxotherwise), as applicablecombination (by reverse equity split, reclassification, recapitalization or otherwise), or any direct other similar transaction that generally affects or indirect rights or options is made available to acquire any such securities all stockholders of the Corporation or any securities convertible transfer between or among such Stockholder and/or its Affiliates); (b) other than in connection with any matter recommended by the Board, enter, agree to enter or make any public announcement of any proposal or offer to enter into such securities any merger, business combination, recapitalization, restructuring, tender offer, change in control transaction or other similar extraordinary transaction involving the Corporation or any of its subsidiaries or an acquisition of any assets of the Corporation and its subsidiaries; (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iiic) make, engage in, or in any way participateway, directly or indirectly, participate in any “solicitation” of “proxies” (as such terms are used in the proxy rules under of the SEC, but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of the Exchange Act and the regulations thereunderAct) to vote, or seek to advise or influence any person other Person with respect to the voting of of, any voting securities of the other party Corporation or any securities convertible or exchangeable into or exercisable for any such securities, in each case in favor of the election of any Person as a director who is not nominated pursuant to this Agreement or by the Board (or its subsidiaries; nominating committee). (ivd) take any action (other than a non-public proposal or request to the Board or its nominating committee) in support of or make any proposal or request that constitutes: (A) advising, controlling, engaging or influencing the Board with respect to any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, (B) any other material change with respect to the governance of the Corporation, (C) seeking to have the Corporation waive provisions in or make amendments or modifications to the Corporation’s certification of incorporation or bylaws, or (D) a change to the composition of the Board; (e) form, join, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever except with respect to any other transaction or proposed transaction between the partiesgroup consisting of solely such Stockholder, its Affiliates, and solely parties who do not intend (i) to pursue any of PCM’s or Systemax’s security holdersaction that would, as applicableif taken by such Stockholder, violate this Agreement, (ii) to call, or seek to call, a meeting of the stockholders of the Corporation or initiate any stockholder proposal for action by stockholders of their respective affiliatesthe Corporation with respect to a matter described in Section 3(b), including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) or (d) or (iii) take any action that would reasonably be expected to require the Corporation to make a public announcement regarding a matter described in Section 3(b), (c) or (d); or (f) enter into any negotiations, agreements or understandings with any third party with respect to such proposal is approved a matter described in advance by PCM’s or Systemax’s board of directorsSection 3(b), as applicable; (c) or (vi) providing financing (including guaranteesd), in whole or in partknowingly encourage, seek to persuade, or knowingly assist any person third party to take any action or make any public statement with respect to a matter described in Section 3(b), (c) or (d) or direct or knowingly assist any Person to do any of the matters foregoing or make any public statement inconsistent with any provision of Section 3(b), (c) or (d). (g) Notwithstanding the foregoing provisions, this Section 3 shall not prohibit such Stockholder or its Affiliates from (i) privately communicating with members of the Board, including making any non-public offer or proposal to the Board; (ii) voting its Shares on any matter in clauses accordance with this Agreement; (i)-(viii) aboveexercising any rights as a stockholder existing under Delaware law or pursuant to the Corporation’s Certificate of Incorporation or bylaws or (iv) selling or transferring any Shares.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM PBSS and Systemax shall not, and shall cause their respective “affiliates” FMSS agree that during the Restricted Period (as defined in Rule 12b-2 under below), neither such party nor any Affiliate thereof will, without the Exchange Actprior written consent of the other party: (a) not to, for a period of five years from the date of this Agreement: (i) purchase or otherwise acquire, or offeroffer to acquire, seek, propose or agree to acquire, ownership or encourage or suggest to any third party that they acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, an aggregate of two and one-half percent (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act2 1/ 2%) or more (including any such securities held prior to such acquisition by such party or Affiliate of such party) of any voting securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such voting securities of the other party hereto or any securities convertible into such securities its Affiliates (collectively, “Securities”other than the Company); ; (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iiib) make, or in any way participate, directly or indirectly, or encourage or suggest to any third party that they make, or in any way participate, in any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules under of the Securities and Exchange Act and the regulations thereunder) to voteCommission), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the other party hereto, or its Affiliates (other than the Company), with respect to (i) any extraordinary transaction, such as a merger, reorganization or liquidation involving such other party hereto, or its Affiliates (other than the Company), (ii) any material change in the present board of directors or management of such other party hereto, or its subsidiaries; Affiliates (other than the Company), including, but not limited to, any plans or proposals to change the number or the term of directors, to remove any director or to fill any existing vacancies on the board, or to change any material term of the employment contract of any executive officer, (iii) the opposition of any person nominated by such other party’s, or its Affiliates’ (other than the Company), nominating committees, or (iv) any material change in such other party hereto’s, or its Affiliates’ (other than the Company), capital structure or business; (c) make any public announcement with respect to any matter described in subparagraphs (a) and (b) above; (d) form, join, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Securities Exchange ActAct of 1934, as amended, in connection with any of the foregoing; or (e) take any action that could reasonably be expected to require such other party hereto, or its Affiliates (other than the Company); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any a public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between regarding the parties, possibility of any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless the events described in clauses (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) above.

Standstill. Without PCM(a) Each Investor agrees that, during the Standstill Period (unless specifically requested in writing by the Company, acting through a resolution of a majority of the Company’s or Systemax’s consentdirectors), as applicable, PCM and Systemax such Person shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) each of its Investor Affiliates not to, for a period of five years from the date of this Agreement: (i) purchase directly or otherwise acquireindirectly, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or proposemanner, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; : (iiii) make, engage in, or in any way participateparticipate in, directly or indirectly, in any “solicitation” of “proxies” proxies (as such terms are used in the proxy rules under of the Exchange Act and SEC but without regard to the regulations thereunderexclusion set forth in Rule 14a-1(l)(2)(iv)) or consents to vote, or seek to advise advise, encourage or influence any person with respect to the voting of any voting securities of the Company for the election of individuals to the Board of Directors or to approve stockholder proposals that have not been authorized and approved, or recommended for approval, by the Board of Directors, or 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 the Company, other party than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board of Directors at any stockholder meeting, or make or be the proponent of its subsidiaries; any stockholder proposal (ivpursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in a any “group” (within the meaning of as such term is defined in Section 13(d)(3) of the Exchange Act) with any persons who are not such Person’s Investor Affiliates with respect to any securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly permitted by this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities that would result in such Person (together with such Person’s Investor Affiliates), beneficially owning (within the meaning of Rule 13d-3 of the Exchange Act) more than 19.99% in the aggregate of the shares of Company Common Stock outstanding at such time (not including shares of Company Common Stock issuable upon conversion of Notes and New Notes held as of immediately following the Closing); (v) make provided that nothing herein will require any proposal shares of Company Common Stock or other securities to be sold to the extent such Person and such Person’s Investor Affiliates, collectively, exceed the ownership limit under this paragraph as the result of a share repurchase or any statement regarding other Company actions that reduces the number of outstanding shares of Company Common Stock. For the avoidance of doubt, this Section 4.06(a)(iii) shall not restrict conversion of the Notes and New Notes and shall not be violated by any proposalconversion rate adjustment. Notwithstanding the second sentence of the definition of “Affiliate” in this Agreement, whether written for purposes of this Section 4.06(a)(iii), no securities Beneficially Owned by a portfolio company of such Person or oralits Affiliates will be deemed to be Beneficially Owned by such Person or any of its Affiliates only so long as (x) such portfolio company would not be deemed an Affiliate of such Person for purposes of this Section 4.06 under the definition of “Affiliate” in this Agreement, (y) neither such Person nor any of its Investor Affiliates has encouraged, instructed, directed, assisted or advised, or coordinated with, such portfolio company with respect to the acquisition, voting or disposition of securities of the Company by the portfolio company and (z) neither such Person or any of its Affiliates is a member of a group (as such term is defined in Section 13(d)(3) of the Exchange Act) with that portfolio company with respect to any securities of the Company; (iv) transfer, directly or indirectly, through swap or hedging transactions or otherwise, Company Common Stock Beneficially Owned by such Person or its Affiliates or any economic or voting rights decoupled from the underlying securities held by such Person or its Affiliates to any Third Party that, to the board knowledge of directors such Person at the time it enters into such transaction, would result in such Third Party, together with its Affiliates, having Beneficial Ownership in the aggregate of PCM more than 10% of the shares of Company Common Stock outstanding at such time; provided that (x) such Person or Systemaxits Affiliates, as applicable, shall provide written notice to the Company if it has actual knowledge at the time of such transaction that such transfer, directly or indirectly, through swap or hedging transactions or otherwise, of its Notes and New Notes or Company Common Stock to any Third Party would result in such Third Party, together with its Affiliates, having Beneficial Ownership in the aggregate of more than 10% of the shares of Company Common Stock outstanding at such time and (y) nothing in this clause (iv) shall in any way prohibit, limit or restrict any transfer (A) pursuant to a Permitted Loan or any director foreclosure thereunder, (B) pursuant to a Third Party Tender/Exchange Offer or officer of PCM pursuant to a merger, consolidation or Systemaxsimilar transaction entered into by the Company, (C) in a bona fide underwritten public offering (or an equivalent transaction under Rule 144A), in a block sale to one or more broker-dealers in connection with a transaction pursuant to Rule 144A or in a broker transaction pursuant to Rule 144 (provided that, in relation to any such Rule 144A offering or such Rule 144 offering, such Person has not instructed or encouraged any initial purchaser, broker or broker dealer as applicable, to sell such Notes or New Notes Company Common Stock to a specific Third Party or class of Third Parties which would otherwise make result in a violation of this clause (iv)), or (D) in a derivatives transaction entered into with, or purchased from, a bank, broker-dealer or other recognized derivatives dealer that is not a hedge fund or activist investor, or to the knowledge of such Person, an Affiliate of a hedge fund or activist investor; (v) effect or seek to effect, offer or propose to effect, cause or participate in, or in any public announcement way assist or proposal whatsoever with respect to facilitate any other transaction person to effect or proposed transaction between the partiesseek, offer or propose to effect or participate in, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, consolidation, acquisition, scheme of arrangement, business combination, recapitalization, reorganization, sale or acquisition of assets all or securitiessubstantially all assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its Subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not preclude the tender by such Person or its Investor Affiliate of any securities of the Company into any Third Party Tender/Exchange Offer (and any related conversion of Notes to the extent required to effect such tender) or any merger, consolidation or similar transaction entered into by the Company, or the vote by such Person or its Investor Affiliate of any voting securities of the Company with respect to any Extraordinary Transaction; (vi) (A) call or seek to call any meeting of stockholders of the Company, including by written consent, (B) seek representation on the Board of Directors, except as expressly set forth herein, (C) seek the removal of any member of the Board of Directors, (D) solicit consents from stockholders or otherwise act or seek to act by written consent with respect to the Company, (E) conduct a referendum of stockholders of the Company or (F) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the DGCL or otherwise; (vii) take any action in support of or make any proposal or request that constitutes: (A) controlling or changing the Board of Directors or management of the Company, including any plans or proposals to declassify the Board of Directors or to change the number or term of directors or to fill any vacancies on the Board of Directors, (B) any material change in the capitalization or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws, or other business combinationactions that may impede or facilitate the acquisition of control of the Company by any person, unless (aE) causing a class of securities of the PCM’s Company to be delisted from, or Systemax’s board to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of directorsequity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) make statements reasonably expected to disparage or cause to be disparaged the Company or its Subsidiaries or any of its current or former officers or directors in a manner reasonably expected to cause harm to such person and using a means of communication that is reasonably expected to be and results in a broad dissemination of such remarks (provided such Person or its applicable Affiliates shall have an opportunity to publicly cure any such statement within two Business Days after being informed by the Company that such Person or its Affiliates have breached this clause (viii)); (ix) make any public disclosure, as applicableannouncement or statement regarding any intent, purpose, plan or proposal with respect to the Board of Directors, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; (x) enter into any discussions, negotiations, agreements or understandings with any Third Party with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any Third Party to take any action or make any statement with respect to any of the foregoing; or (xi) request, directly or indirectly, any amendment, modification or waiver of this Section 4.06 (including this clause (xi)). (b) The foregoing provisions of Section 4.06(a) shall not be deemed to prohibit a Person or any of its Investor Affiliates or their respective designated Representatives shall have requested directors, executive officers, partners, employees or managing members or agents (acting in advance such capacity) from communicating privately with the submission Company’s directors, officers or advisors regarding the matters set forth in Section 4.06(a) so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications. (c) Notwithstanding anything in this Section 4.06 to the contrary, if (i) the Company enters into a definitive agreement providing for a transaction that, if consummated, would result in a Change in Control and (ii) the Company had not, reasonably prior to entering into such definitive agreement, provided an Investor with a written notice inviting any of its Investor Affiliates to make one or more proposals or offers to effect a transaction that would result in Change in Control, then after the announcement of such transaction and prior to the earlier of any termination of such definitive agreement or Company stockholder approval of such definitive agreement, nothing in this Section 4.06 will prevent such Investor Affiliates from (A) submitting to the Board of Directors one or more bona fide proposals or offers for an alternative transaction involving, directly or indirectly, one or more of such Investor Affiliates, (B) pursuing and entering into any such alternative transaction with the Company and (C) taking any actions in furtherance of the foregoing, including actions relating to obtaining equity and/or debt financing for the alternative transaction as long as (x) any proposal or offer is conditioned on the proposed transaction being approved by the Board of Directors and (y) such Investor Affiliates do not make any public announcement or disclosure of such proposal, (b) such proposal is directed to PCM’s offer or Systemax’s board of directors, as applicable, or their respective designated Representatives, actions other than any filings and (c) any public announcement disclosures that may be required in filings with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) aboveSEC.

Standstill. Without PCM’s or Systemax’s consent(a) During the Standstill Period, as applicable, PCM and Systemax each Driver Party shall not, and shall cause their respective “affiliates” Representatives to not, directly or indirectly: (i) make any announcement or proposal with respect to, or offer, seek, propose, or indicate an interest in, (A) any form of business combination or acquisition or other transaction relating to some or all of the Common Stock, or some or all of the material assets of the Corporation or any of its subsidiaries, (B) any form of restructuring, recapitalization, or similar transaction with respect to the Corporation or any of its subsidiaries or (C) any form of tender or exchange offer for shares of Voting Securities, whether or not such transaction involves a Change of Control (as defined below) of the Corporation; (ii) engage in, or assist in the engagement in, any solicitation of proxies or written consents to vote any Voting Securities, or conduct, or assist in the conducting of, any type of binding or nonbinding referendum with respect to any Voting Securities, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents) with respect to, or from the holders of, any Voting Securities, or otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 12b-2 14a-1 of Regulation 14A, respectively, under the Exchange Act) , to vote any securities of the Corporation (including, but not limited to, for a period of five years from the date of this Agreement: initiating, encouraging or participating in any “withhold” or similar campaign); (iiii) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, including beneficial ownership as defined in Rule 13d-3 under the Exchange Actownership) of any securities of the PCM or SystemaxCorporation such that the Driver Parties collectively own in excess of 5% of the then-outstanding shares of Common Stock, as applicable, or any direct or indirect rights or options to acquire any such securities, any derivative securities or contracts or instruments in any way related to the price of shares of Common Stock, or any assets or liabilities of the Corporation; (iv) advise, encourage, or intentionally influence any Person with respect to the disposition of any securities convertible into of the Corporation; (v) take any action in furtherance of or make any proposal or request that such securities Driver Party knows, or should reasonably expect to know, constitutes or would result in: (collectivelyA) advising, “Securities”); (ii) seek controlling, changing, or propose, alone influencing any director or in concert with others, to control or influence in any manner employee of the management, the board of directors or the policies of PCM or Systemax, as applicableCorporation, including, but not limited to, a proposal pursuant any plans or proposals to Rule 14a-8; (iii) make, change the number or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the other party Corporation directors or to fill any of its subsidiaries; (iv) formvacancies on the Board, join, or except as set forth in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the parties, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) above.this Agreement,

Standstill. Without PCMthe other party’s or Systemax’s prior written consent, as applicable, PCM a party hereto will not (and Systemax shall not, and shall cause their respective will ensure that its “affiliates” (as defined in Rule 12b-2 under the Exchange ActAct will not) not to, for a period of five years 18 months from the date of this Agreement: (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicableother party, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board Board of directors Directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8the other party; (iii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the other party 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 the Securities of the other party; (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board Board of directors Directors of PCM or Systemax, as applicable, the other party or any director or officer of PCM or Systemax, as applicablethe other party, or otherwise make any public announcement or proposal whatsoever whatsoever, with respect to the Proposed Transaction or any other transaction or proposed transaction between the parties, any of PCM’s or Systemax’s its respective security holders, as applicable, holders or any of their its respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCMother party’s Board of Directors or Systemax’s board of directors, as applicable, or their respective its designated Representatives shall have requested in advance the submission of such proposalproposal (provided, that a party may notify an executive officer of the other party that it wishes to receive such a request from the other party’s Board of Directors or its designated Representatives, so long as such notification is delivered in a non-public manner only to such an executive officer and includes only the desire to receive a request and no indication of the proposal that would be presented following such request), (b) such proposal is directed to PCMthe other party’s Board of Directors or Systemax’s board of directors, as applicable, or their respective its designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCMthe other party’s Board of Directors, provided, that the provisions of this clause (v) shall not prohibit a party from making any such non-public proposal to the other party’s Board of Directors or Systemaxany director or executive officer at any time; (vi) make a request in any form that the prohibitions of this paragraph be waived or that the other party take any action which would permit any of the actions described in this paragraph (provided, that notification of a party’s board desire to receive a request from the other party’s Board of directors, as applicableDirectors or one of its designated Representatives pursuant to clause (v)(a) shall be deemed not to violate this clause (vi)); or (vivii) providing financing (including guarantees)enter into any discussions, in whole negotiations, arrangements or in part, to understandings with any person third party with respect to any of the matters in clauses (i)-(v) aboveforegoing.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM Subject to the last paragraph of this Section 3 and Systemax shall not, and shall cause their respective “affiliates” (as defined except to the extent specifically provided in Rule 12b-2 under the Exchange Act) not to, for a period of five years from the date Section 4 of this Agreement: , Laddcap covenants and agrees that until the expiration of the Standstill Period, unless specifically requested in writing in advance by a majority of the Board, excluding Xxxx for as long as he is a director, neither Laddcap nor any of its representatives will (iand Laddcap and they will not assist, encourage or participate with others to), directly or indirectly: (a) purchase or otherwise acquire, or announce an intention to acquire, offer, seekseek or propose to acquire, propose or agree to acquire, ownership (includingdirectly or indirectly, but not limited toby purchase, gift, tender or exchange offer, or otherwise, beneficial or record ownership as defined in Rule 13d-3 under the Exchange Act) of any common shares or any other voting securities of the PCM Delcath, including any rights, warrants, options or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any other securities convertible into such or exchangeable for common shares or any other voting securities of Delcath from Delcath or third parties; (collectivelyb) form, join or in any way participate in a “Securities”); (iigroup” within the meaning of Section 13(d)(3) seek of the Exchange Act with respect to the common shares or propose, alone any other voting securities of Delcath or otherwise act in concert with others, to control or influence any Person in respect of any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; such securities; (iiic) makearrange, or in any way participateparticipate in, any financing for the purchase by any individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity, including any successor, by merger or otherwise, of any of the foregoing (collectively, “Persons” and each, a “Person”) of common shares or any other voting securities or assets or businesses of Delcath or any of its affiliates; (d) join in or in any way participate in any pooling agreement, voting trust or other arrangement or agreement with respect to the voting of any of Delcath’s voting securities; (e) make, seek to propose or participate in making a proposal to Delcath or any third party (by public announcement, submission to Delcath or a third party or otherwise) in respect of any extraordinary corporate transaction involving Delcath, its voting securities or any of its affiliates, including a merger, reorganization, recapitalization, extraordinary dividend, dissolution, restructuring, liquidation, sale or transfer of assets other than in the ordinary course of Delcath’s business, or the acquisition or purchase by Laddcap or any other Person of all or any portion of the assets or capital stock of Delcath, whether by merger, consolidation, tender or exchange offer or otherwise; (i) solicit proxies or consents for the voting of any voting or other securities of Delcath or otherwise become a “participant,” directly or indirectly, in any “solicitation” of “proxies” or consents to vote, or become a “participant” in any “election contest” involving Delcath or Delcath’s securities (as such all terms are used herein and defined in the proxy rules Regulation 14A under the Exchange Act and having the regulations thereundermeanings assigned to them therein), (ii) call or seek to votecall, directly or indirectly, any special meeting of stockholders of Delcath for any reason whatsoever, (iii) seek, request, or take any action to obtain or retain, directly or indirectly, any list of holders of any voting or other securities of Delcath or to obtain or retain, directly or indirectly, the books and records of Delcath or its affiliates, (iv) seek to advise or influence any person Person with respect to the voting of any voting securities of Delcath, (v) initiate, propose or otherwise “solicit” Delcath stockholders for the other party approval of shareholder proposals, whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act, or otherwise, (vi) otherwise communicate with Delcath’s stockholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act, (vii) participate in, or take any action pursuant to, any “shareholder access” proposal which may be adopted by the Securities and Exchange Commission whether in accordance with previously proposed Rule 14a-11 or otherwise, (vii) otherwise engage in any course of conduct with the purpose of causing stockholders of Delcath to vote contrary to the recommendation of the Board on any matter presented to Delcath’s stockholders for their vote or challenging the policies of Delcath or (viii) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board, policies or affairs of Delcath; (g) except as specifically and expressly set forth in this Agreement, seek any change in the composition or classification of the Board or management of Delcath, including any plans or proposals to change the number or term of directors, vote against any candidate for the Board nominated for election or re-election by the Nominating Committee (or any successor committee) of the then-existing Board, or fill any vacancies on the Board; (h) seek to change the determination or direction of the basic business decisions of Delcath, the present capitalization or dividend policy of Delcath, Delcath’s Amended and Restated Certificate of Incorporation (the “Charter”) or Bylaws or Delcath’s business or corporate structure or otherwise take any action inconsistent with the ownership of common shares “solely for the purpose of investment”; (i) make or disclose any statement regarding any intent, purpose, plan or proposal with respect to the Board, Delcath, its management, policies or affairs or any of its subsidiariessecurities or assets or this Agreement that is inconsistent with the provisions of this Agreement, including, but not limited to, a request (by submission to Delcath, public announcement or otherwise) in any form that the prohibitions set forth in this Agreement be waived or that Delcath take any action which would permit Laddcap to take any of the actions prohibited by this Agreement, (ii) otherwise seek in any fashion a waiver, amendment or modification of this Agreement or make any statement (to Delcath or a third party or by public announcement) relating to Laddcap’s willingness to pursue any such prohibited action conditioned upon waiver of this Agreement or (iii) take any action that could require Delcath to make any public disclosure relating to any such intent, purpose, plan, proposal or condition; and (ivj) form(i) initiate, joinsolicit, advise, assist, facilitate, finance, or in any way encourage or otherwise participate in a “group” (within the meaning taking of Section 13(d)(3) any of the Exchange Act); foregoing actions by any other Person, (vii) make any proposal or investments in any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicablethird party that engages, or offers or proposes to engage, in any director or officer of PCM or Systemax, as applicablethe foregoing, or (iii) otherwise make enter into any public announcement discussions, negotiations, arrangements or proposal whatsoever understandings with, any third party with respect to any other transaction or proposed transaction between of the parties, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) aboveforegoing actions.

Standstill. Without PCM’s For a period commencing on the Effective Date and ending on July 27, 2010, neither the Investor nor WPP USA, whether directly or Systemax’s consentindirectly through one or more intermediaries, including any of their respective Affiliates or Representatives of any of the foregoing (but, as applicableto Representatives, PCM and Systemax shall notonly if acting in a representative capacity) shall, and shall cause their respective “affiliates” without the prior written consent of the Company or its Board of Directors: (as defined in Rule 12b-2 under the Exchange Acta) not to, for a period of five years from the date of this Agreement: (i) purchase or otherwise acquire, or offeroffer to acquire, seek, propose or agree to acquire, ownership (includingdirectly or indirectly, but not limited toby purchase or otherwise, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any voting securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such voting securities of the Company or any subsidiary thereof, or of any successor to or person in control of the Company, or any assets of the Company or any subsidiary or division thereof or of any such successor or controlling person; notwithstanding the foregoing, the Investor may acquire voting securities convertible into such of the Company amounting to not more than five percent (5%) of the Company’s outstanding voting securities (collectively, “Securities”); (ii) seek or propose, alone or in concert with others, addition to control or influence in the Shares purchased under this Agreement and any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal Warrant Shares acquired pursuant to Rule 14a-8; the Enterprise Agreement); (iiib) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules under of the Exchange Act and the regulations thereunder) to voteSEC), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the other party Company; (c) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company or any of its subsidiaries; securities or assets; (ivd) form, join, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act), in connection with any of the foregoing; (e) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company; (f) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the events described in clauses (a) through (e) above; or (vg) make any proposal request the Company or any statement regarding any proposalof its Affiliates or Representatives, whether written directly or oralindirectly, to amend or waive any provision of this paragraph. Notwithstanding the board of directors of PCM foregoing, (1) nothing in this Section 5.2 shall prohibit the Investor or Systemax, as applicableits Affiliates or Representatives from making, or require the Investor or any director of its Representatives to obtain the consent of the Company or officer its Board of PCM Directors to make, one or Systemaxmore proposals to the Company or its Board of Directors or any committee thereof to acquire, as applicableoffer to acquire, or otherwise make any agree to acquire, directly or indirectly, by purchase or otherwise, 100% of the voting securities of the Company, provided that such proposal would not be required to be made public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the partiesby Investor, any of PCM’s or Systemax’s security holders, as applicableWPP USA, or any of their respective affiliatesAffiliates or the Company by law, includingrule, without limitationregulation or the requirements of any exchange on which the Company’s stock is listed, any acquisition, and (2) the restrictions contained in this Section 5.2 shall become inoperative upon the earlier of (i) the Company entering into a definitive agreement with respect to a Combination (as defined below); or (ii) the expiration of ten (10) business days following the commencement of an unsolicited tender or exchange offeroffer involving the Company or its securities made by any third party other than Investor, mergerWPP USA, sale or any of assets their respective Affiliates. For purposes of this Section 5.2, when two or securitiesmore persons act as a partnership, limited partnership, syndicate, or other business combinationgroup for the purpose of acquiring, unless (a) the PCM’s or Systemax’s board of directors, as applicableholding, or their respective designated Representatives disposing of securities of a Company, such syndicate or group shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) abovebe deemed a “person”.

Standstill. Without PCM’s (a) Effective as of the Closing Date, other than as contemplated by the Stock Purchase Agreement, each Investor agrees that, prior to August 8, 2005, it will not and will not permit any member of the Warburg Group or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not any other controlled Affiliate to, for a period in any manner, whether publicly or otherwise, directly or indirectly, without the prior written consent of five years from the date of this Agreement: Company, (i) purchase or otherwise acquire, agree to acquire or offer, seek, propose or agree make any public proposal to acquire, ownership (including, but not limited todirectly or indirectly, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any voting securities or assets of the PCM or Systemax, as applicable, Company or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectivelySubsidiary, “Securities”); (ii) seek enter into or proposepublicly propose to enter into, alone directly or in concert with othersindirectly, to any merger or other business combination or similar transaction or change of control involving the Company or influence in any manner the managementSubsidiary, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules under of the Exchange Act and the regulations thereunderCommission) to vote, or seek to advise or influence any person Person with respect to the voting of of, any voting securities of the other party Company or any of its subsidiaries; Subsidiary, (iv) call, or seek to call, a meeting of the Company's stockholders or initiate any stockholder proposal for action by stockholders of the Company, (v) bring any action or otherwise act to contest the validity of this Section 6.04 or seek a release of the restrictions contained herein, (vi) form, join, join or in any way participate in a “"group” " (within the meaning of Section Sections 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between securities of the parties, any of PCM’s or Systemax’s security holders, as applicable, Company or any Subsidiary, (vii) other than any seat on the Board of their respective affiliatesDirectors expressly granted to the Warburg Group in Section 5.09, seek representation on the Board of Directors, the removal of any directors from the Board of Directors of the Company or a change in the size or composition of the Board of Directors of the Company (including, without limitation, voting for any acquisitiondirectors not nominated by the Board of Directors), tender (viii) enter into any discussions, negotiations, arrangements, understandings or exchange offer, merger, agreements (whether written or oral) with any other Person regarding any possible purchase or sale of any securities or assets of the Company or securitiesany Subsidiary, (ix) disclose any intention, plan or arrangement inconsistent with the foregoing, (x) take, or solicit, propose to or agree with any other business combinationPerson to take, unless any similar actions designed to influence the management or control of the Company or (axi) advise, assist or encourage any other persons in connection with any of the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, foregoing. (b) such proposal is directed Nothing in this Section 6.04 shall (i) limit any action taken by a Warburg Group Director in his or her capacity as a member of the Board of Directors, (ii) prohibit or restrict any Investor, any member of the Warburg Group or any other controlled Affiliate of any Investor from responding to PCM’s or Systemax’s board any inquiries from any stockholders of directors, the Company as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person Person's intention with respect to the matters voting of shares of Common Stock or any other voting securities of the Company beneficially owned by such Investor, any member of the Warburg Group or any other controlled Affiliate of any Investor so long as such response is consistent with the terms of this Agreement, (iii) prohibit or restrict a purchase, sale, merger, consolidation or other business combination transaction involving any portfolio company of any Investor, any member of the Warburg Group or any controlled Affiliate of any Investor so long as the purpose of such transaction is not the acquisition of voting securities or assets of the Company or any Subsidiary, (iv) prohibit the ownership, purchase or other acquisition of beneficial ownership of (A) any of the Conversion Shares or the Warrant Shares, or (B) any other securities in clauses an amount that, when taken together with the number of shares of Common Stock beneficially owned by the Investors, the Warburg Group and the Investors' controlled Affiliates would not exceed 19.5% of the then outstanding Common Stock, (i)-(vv) aboveprohibit or restrict any agreement, arrangement, understanding, negotiation, discussion, disclosure or other action exclusively involving Warburg, its controlled Affiliates (other than any portfolio companies), the Investors, any member of the Warburg Group, and any employee, officer or director thereof, (vi) prohibit any notice to limited partners of a Warburg Group member in respect of a proposed distribution of securities of the Company to such limited partners, (vii) prohibit or restrain any sale or other disposition by the Investors or any Permitted Transferees of any securities owned by them, including any discussions or negotiations concerning such sale or disposition between Warburg, any of its affiliates, the Investors, any member of the Warburg Group, and any employee, officer or director thereof, on the one hand and any Person or group on the other hand or (viii) prohibit or restrain any discussions or negotiations between Warburg and the Company that was initiated or invited by the Company (until the Company requests termination thereof), or the effectuation of any transaction resulting from such discussions or negotiations (unless the Company had previously requested termination of such discussions or negotiations).

Standstill. Without PCM’s From the date hereof until the date that is the later of (a) three (3) years from the date hereof and (b) the date upon which there are no directors designated by the Shareholders who are members of the Board, without the prior consent of the Company, the Shareholders and their Affiliates (including commonly controlled or Systemax’s consent, as applicable, PCM and Systemax managed investment funds) shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not offer or agree to, for a period of five years from the date of this Agreement: (i) directly or indirectly purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited toor offer to acquire, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any equity or debt securities of the PCM Company, any warrant or Systemaxoption to purchase such securities, as applicableany security convertible into any such securities, any options, convertible securities or Warrants of the Company or any direct or indirect rights or options other right to acquire any such securities securities, if, after giving effect to such acquisition, the Shareholders and their Affiliates, individually or any securities convertible into such securities in the aggregate, would Beneficially Own more than thirty percent (collectively30%) of the Voting Securities, “Securities”); (ii) seek directly or indirectly propose, alone enter into or in concert with othersagree to enter into any merger, to business combination, recapitalization, restructuring, change of control transaction or influence in other extraordinary transaction involving any manner the managementGroup Company, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participateparticipate or engage in, directly or indirectly, in any “solicitation” solicitation of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) proxies to vote, or seek to advise or influence any person with respect to the voting of of, any voting securities of the other party or any of its subsidiaries; Group Company, (iv) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 2.5, or seek a release of such restrictions, (v) form, join, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of any Group Company except for any group constituting solely of the Shareholders and its Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including voting for any directors not nominated by the Board); , except as otherwise provided in the Articles of Amendment or this Agreement, (vvii) make except to the extent permitted under this Section 2.5, propose or enter into any proposal discussions, negotiations, arrangements, understandings or any statement regarding any proposal, agreements (whether written or oral) with any other Person regarding any possible purchase or sale of any securities or assets of any Group Company (other than securities owned by the Shareholders), to (viii) call, request the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicablecalling of, or otherwise make seek or assist in the calling of a special meeting of the shareholders of the Company, (ix) deposit any public announcement Securities or proposal whatsoever Common Stock in a voting trust or similar arrangement or subject any Securities or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Securities or Common Stock to any person not affiliated with the Shareholders or Company management; (x) enter into any swap or any other agreement, transaction or proposed transaction between the parties, any series of PCM’s transactions that xxxxxx or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees)transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of the Warrants or shares of Common Stock underlying the Warrants, whether any such transaction, swap or series of transactions is to be settled by delivery of securities, in cash or otherwise (xi) (a) finance (or arrange financing for) any person Person or (b) otherwise knowingly encourage or advise another Person, in each case, in connection with respect any of the foregoing; or (xii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of the Shareholders to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the ability of any member of the Board pursuant to the matters in clauses (i)-(v) aboveterms of the Articles of Amendment or this Agreement from exercising such Person’s fiduciary duties provided thereunder or the ability of the Shareholders to make private proposals to the Board or the Chief Executive Officer of the Company regarding any merger, business combination, recapitalization, restructuring, change of control transaction or other extraordinary transaction involving any Group Company.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not toEach party agrees that, for a period of five two years from the date hereof, unless such party shall have been specifically invited in writing by the other party, neither such party nor any of this Agreementits affiliates shall in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise, assist or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect, any: (i) purchase acquisition of securities (or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Actthereof) of any securities or assets of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, “Securities”)other party; (ii) seek tender or proposeexchange offer, alone merger or in concert with others, to control or influence in any manner other business combination involving the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8other party; (iii) makerecapitalization, restructuring, liquidation, dissolution or in any way participate, directly other extraordinary transaction with respect to the other party; or indirectly, in any (iv) “solicitation” of “proxies” (as such terms are used in the proxy rules under of the Securities and Exchange Act and the regulations thereunderCommission) or consents to vote, or seek to advise or influence any person with respect to the voting of vote any voting securities of the other party or any of its subsidiariesparty; (ivb) form, join, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of as defined under the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any securities of the other transaction party; (c) otherwise act, alone or proposed transaction between in concert with others, to seek to control or influence the partiesmanagement, board of directors or policies of the other party; (d) take any action which might force the other party to make a public announcement regarding any of PCM’s or Systemax’s security holders, as applicable, or any the types of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless matters set forth in paragraph (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicableabove; or (vie) providing financing (including guarantees), in whole enter into any discussions or in part, to arrangements with any person with respect to any of the matters foregoing. Each party also agrees during such period not to request the other party (or its Representatives), directly or indirectly, to amend or waive any provision of this Section 7, including this sentence. Each party represents and warrants that, as of the date of this Agreement, neither such party nor any of its affiliates owns, of record or beneficially, any voting securities of the other party, or any securities convertible into or exercisable for any voting securities of the other party. The obligations under this Section 7 shall terminate as to a party and its affiliates in clauses the event that (i)-(va) aboveany third party unaffiliated with the other party initiates a tender or exchange offer for, or otherwise publicly proposes or agrees to acquire, a majority of the outstanding common stock or voting power of the other party or (b) the other party enters into any agreement to merge with, or sell or dispose of assets or securities representing 50% or more of its earning power to, any person not affiliated with the other party.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Act) not to, You hereby agree that for a period of five years twelve (12) months from the date of this Agreement, neither you nor any of your Representatives under your control or acting on behalf of you (including any person or entity, directly or indirectly, through or with one or more intermediaries, controlling you or controlled by or under common control with you who are acting on your behalf) will, without the prior written consent of Bellatrix: (i) purchase or otherwise acquire, or offer, seek, propose offer to acquire or agree to acquire, ownership directly or indirectly, by purchase or otherwise, individually or “jointly or in concert” (as that expression is used in the Securities Act (Ontario)) with any other person, any (i) voting securities or securities convertible into or exchangeable for voting securities (including, but not limited to, beneficial ownership as defined any warrants to acquire common shares in Rule 13d-3 under the Exchange Actcapital of Bellatrix) of any securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectivelyvoting securities, “Securities”); of Bellatrix, (ii) seek or propose, alone or in concert with others, to control or influence in any manner debt securities of the management, the board of directors or the policies of PCM or Systemax, as applicable, Company (including, but not limited to, a proposal pursuant the 8.5% second lien notes and the 9.5% third lien PIK toggle notes issued by Bellatrix) or direct or indirect rights or options to Rule 14a-8; acquire any debt securities of the Company, or (iii) claims, secured or otherwise, against the Company; directly or indirectly make, or in any way participateparticipate in, directly or indirectly, in any “solicitation” solicitation of “proxies” (as such terms are used in the proxy rules under the Exchange Act and the regulations thereunder) proxies to vote, or seek to advise or influence any other person with respect to the voting voting, of any securities of the Company; or otherwise act alone or in concert with others to seek to control or influence the management, directors or corporate policies of the Company or to obtain representation on any of the Company’s boards of directors; or engage in any discussions or negotiations, enter into any agreement or submit a proposal for, or offer of (with or without conditions) any take-over bid, amalgamation, merger, plan of arrangement, reorganization or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving Bellatrix or any of its securities, debt or assets; or enter into any discussions or arrangements with any third party other than your Representatives or assist any other person with respect to any of the foregoing; or make any public announcement of any intention to do or take any of the foregoing; or attempt to induce any party not to make or conclude any proposal or arrangement with respect to the Company by threatening or indicating that you or any Representative may take any of the foregoing actions. The provisions of the this Section 9 (the “Standstill”) shall be inoperative and of no force or effect if, from and after the date hereof: (a) any person or group shall have acquired or entered into a binding definitive agreement that has been approved by the Board of Directors of the Company to acquire more than 50% of the outstanding voting securities of the other party 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) assets of the Exchange Act); (v) make any proposal or any statement regarding any proposalCompany representing more than 50% of the consolidated earning power of the Company, whether written or oral, to the board of directors of PCM or Systemax, taken as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the parties, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, including, without limitation, any acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposala whole, (b) any person commences a tender or exchange offer or takeover bid which, if consummated, would result in such proposal is directed person’s acquisition of beneficial ownership of more than 50% of the outstanding voting securities of the Company, and in connection therewith, the Company makes a securities filing with respect to PCMsuch offer that does not recommend that the Company’s stockholders reject such offer; or Systemax(c) the Company’s board Board of directorsDirectors shall have determined in good faith, as applicableafter consultation with outside legal counsel, that the failure to waive, limit, amend or their respective designated Representativesotherwise modify the Standstill, would be reasonably likely to be inconsistent with the fiduciary duties of the Company’s directors under applicable law; provided, however, that with respect to clauses (a), (b) and (c) of this sentence, you shall not have solicited, initiated, encouraged or taken any public announcement action to facilitate or assist or participate with respect to any such proposal is approved other person or group in advance connection with any of the transactions contemplated by PCM’s or Systemax’s board of directors, as applicable; or clauses (vi) providing financing (including guaranteesa), in whole or in part, to any person with respect to the matters in clauses (i)-(vb) aboveand (c) of this sentence.

Standstill. Without PCM’s (a) During the Restricted Period, no Investor or Systemax’s consentXxxxxx shall, as applicable, PCM and Systemax each Investor and Xxxxxx shall cause the Investor Group and any person acting on behalf of or in concert with the Investor Group to not, directly or indirectly, without the prior written consent of the Company: (1) except as permitted pursuant to the terms of the Letter Agreement, and shall cause their respective “affiliates” except for Newly Acquired Common Shares in an amount not to exceed the Ownership Limit applicable to Common Shares (as defined in Rule 12b-2 under the Exchange Act) not toDeclaration of Trust), for a period of five years from the date of this Agreement: (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, propose, seek or offer to acquire, or facilitate the acquisition or ownership (includingof, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the PCM or Systemax, as applicableEquity Securities, or any direct or indirect rights or options right to acquire any such securities Equity Securities, (2) enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring, tender offer, transaction involving a material amount of the Company’s assets or other extraordinary transaction involving the Company or any securities convertible into such securities of its subsidiaries, (collectively3) initiate, “Securities”); (ii) seek or proposeencourage, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participateparticipate or engage in, directly or indirectly, in any “solicitation” of “proxies” or “consent solicitation” (as such terms are used in the proxy rules under of the Securities and Exchange Act and the regulations thereunderCommission) to vote, or seek to advise or influence any person with respect to the voting of, any Preferred Shares, Common Shares (including, without limitation, any Newly Acquired Common Shares) or other Equity Securities (including, for the avoidance of doubt, indirectly by means of communication with the press or the media), (4) nominate or recommend for nomination a person for election at any voting securities shareholder meeting at which trustees of the Company’s board of trustees (the “Board”) are to be elected, (5) submit any shareholder proposal for consideration at, or bring any other party or business before, any shareholder meeting of its subsidiaries; the Company, (iv6) form, join, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (v) make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between the partiesPreferred Shares, any of PCM’s or Systemax’s security holders, as applicable, or any of their respective affiliates, Common Shares (including, without limitation, any acquisitionNewly Acquired Common Shares) or other Equity Securities, (7) call, tender or exchange offer, merger, sale of assets or securitiesrequest the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (8) otherwise act, alone or in concert with others, to seek to control or influence the management, policies, business or corporate structure of the Company, (9) demand a copy of the Company’s list of shareholders or its other books and records pursuant to any statutory right, whether under the laws of the State of Maryland or any other jurisdiction, (10) commence, encourage or support any derivative action in the name of the Company, or any class action against the Company or any of its officers or trustees in order to, directly or indirectly, effect any of the actions expressly prohibited by this Agreement or cause the Company to amend or waive any of the provisions of this Agreement (provided that, for the avoidance of doubt, this clause shall not prevent any Investor or Xxxxxx from bringing an action to enforce the provisions of this Agreement), (11) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing, or (12) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons in connection with any of the foregoing. (b) During the Restricted Period, no Investor or Xxxxxx shall (and Investors and Xxxxxx shall cause the Investor Group to not), directly or indirectly, without the prior written consent of the Company, (i) make any request directly or indirectly, to amend or waive any provision of this Section 3 (including this sentence), (ii) take any action challenging the validity or enforceability of any provision of this Section 3 (including this sentence) or make any public disclosure in respect thereof or (iii) take any action that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, unless (a) merger or other type of transaction described in this Section 3 with the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives, and Company. (c) As used herein, the term “Derivative Security” means (i) any public announcement with respect subscription, option, conversion right, warrant, phantom stock right or other agreement, security or commitment of any kind obligating the Company or any of its subsidiaries to such proposal is approved in advance by PCM’s issue, grant, deliver or Systemax’s board sell, or cause to be issued, granted, delivered or sold, any Common Shares or Preferred Shares of directorsthe Company or any security convertible into, as applicable; or exchangeable for, any Common Shares or Preferred Shares of the Company or (viii) providing financing any obligations measured by the price or value of any Common Shares or any Preferred Shares of the Company, in the case of each of the foregoing clauses (including guaranteesi) and (ii), in whole whether any of the foregoing is exercisable immediately, only after the passage of time or in part, to any person with respect to upon the matters in clauses (i)-(v) abovesatisfaction of one or more conditions.

Standstill. Without PCM’s or Systemax’s consent, as applicable, PCM and Systemax shall not, and shall cause their respective “affiliates” (as defined in Rule 12b-2 under the Exchange Acta) not to, for For a period of five years from commencing with the date hereof and [****], neither Q nor any of this Agreementits agents shall, without the prior written consent of E or its board of Directors: (i) purchase or otherwise acquire, or offeroffer to acquire, seek, propose or agree to acquire, ownership (includingdirectly or indirectly, but not limited toby purchase or otherwise, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any voting securities of the PCM or Systemax, as applicable, or any direct or indirect rights or options to acquire any such voting securities of E or any securities convertible into subsidiary thereof, or of any successor to or person in control of E, or any assets of E or any subsidiary or division thereof or of any such securities (collectively, “Securities”)successor or controlling person; (ii) seek or propose, alone or in concert with others, to control or influence in any manner the management, the board of directors or the policies of PCM or Systemax, as applicable, including, but not limited to, a proposal pursuant to Rule 14a-8; (iii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules under of the Securities and Exchange Act and the regulations thereunder) to voteCommission (“SEC”)), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the other party E; make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving E or any of its subsidiariessecurities or assets; (iv) form, join, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act), in connection with any of the foregoing; (v) otherwise act or seek to control or influence the management, Board of Directors or policies of E; take any action that could reasonably be expected to require E to make any proposal or any statement regarding any proposal, whether written or oral, to the board of directors of PCM or Systemax, as applicable, or any director or officer of PCM or Systemax, as applicable, or otherwise make any a public announcement or proposal whatsoever with respect to any other transaction or proposed transaction between regarding the parties, possibility of any of PCM’s the events described in this Section 8.9; or Systemax’s security holders, as applicable, request E or any of their respective affiliatesits agents, includingdirectly or indirectly, without limitation, to amend or waive any acquisition, tender or exchange offer, merger, sale provision of assets or securities, or other business combination, unless (a) the PCM’s or Systemax’s board of directors, as applicable, or their respective designated Representatives shall have requested in advance the submission of such proposal, this Section 8.9. (b) such proposal is directed The restrictions in this Section 8.9 shall apply, mutatis mutandis, (i) to PCM’s E and its agents regarding any transactions in any voting securities of Q and / or Systemax’s board REC, and (ii) to Q and its agents regarding any transactions in any voting securities of directors, as applicable, REC. (iii) to REC and its agents regarding any transactions in any voting securities of E and / or their respective designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by PCM’s or Systemax’s board of directors, as applicable; or (vi) providing financing (including guarantees), in whole or in part, to any person with respect to the matters in clauses (i)-(v) above.Q.