Common use of Standstill Clause in Contracts

Standstill. Except as provided in Section 2.3 below, for a period beginning on date of this Agreement and ending on the Expiration Time, none of the Rollover Shareholder or any of its Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 belowFollowing the Closing, for a period beginning on date of this Agreement and ending on the Expiration Time, none of the Rollover Shareholder or each Stockholder agrees that neither such Stockholder nor any of its controlled Affiliates shallwill (and neither such Stockholder nor they will assist or encourage others to), directly or indirectly: (ia) except as permitted pursuant to Section 2.04, acquire or agree, offer, seek or propose to acquire, offer or cause to acquire or agree to acquirebe acquired, directly or indirectly, by purchase or otherwise, any ownership (including beneficial ownership in, within the meaning of Rule 13d-3 under the Exchange Act) of any voting securities or direct or indirect rights or options to acquire any beneficial ownership in, voting securities of the Company or any subsidiary Subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for of any successor to or offer Person in control of (with or without conditions)the Company, any tender of the assets or exchange offerbusinesses of the Company, mergeror any Subsidiary or division thereof or of any such successor or controlling Person or any bank debt, recapitalization, reorganization, business combination claims or other extraordinary transaction involving obligations of the Company or any subsidiary thereofrights or options to acquire such ownership (including from a third party); (iiib) seek or propose to influence or control the management or policies of the Company or to obtain representation on the Company’s board of directors, make or solicit, or participate in any way participate, directly or indirectly, in any the “solicitation” of of, any “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United StatesAct) or consents with respect to vote any voting securities of the Company Company; (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, acquisition, tender or exchange offer, recapitalization, restructuring or other extraordinary transaction involving the Company, or any subsidiary thereofof its Subsidiaries or their securities or assets; (d) enter into any discussions, negotiations, arrangements or seek to advise or influence understandings with any person third party with respect to the voting of any voting securities of the Company foregoing, or any subsidiary thereof; (iv) otherwise form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, ) in connection with any of the foregoing; (e) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any announcement with respect to any of the foregoing; (vf) publicly request disclose (whether or not publicly) any intention, plan or arrangement with respect to any of the Other Rollover Shareholders to amend or waive any provision of, or foregoing; (g) take any action challenging that might result in the enforceability Company being obligated to make a public announcement regarding any of the foregoing; or validity of(h) request Buyer or any of its Representatives, directly or indirectly, to amend, waive or terminate any provision of this paragraph (including this sentence)Section 2.07. For the avoidance of doubt, nothing Nothing in this Section 2.2 or any other provision 2.07 shall prevent a Stockholder from having non-public communications with Representatives of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities Buyer serving as officers of the Company as a result of regarding the Company’s performance and business strategy. Each Stockholder further agrees that it shall not, and shall cause its controlled Affiliates and its Representatives not to, make any share splitproposal, combinationstatement or inquiry, recapitalization or other similar transaction in disclose any intention, plan or arrangement, whether written or oral, that is inconsistent with any of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerforegoing.

Standstill. Except as provided in Section 2.3 belowExecutive agrees that during the Non-Solicitation Period, for a period beginning on date of this Agreement and ending on Executive shall not, except at the Expiration Time, none specific written request of the Rollover Shareholder Board: (i) engage in or propose, or be a Participant in any entity that engages in or proposes, any material transaction between the Parent, the Company and/or any Subsidiary (or any of its Affiliates shalltheir successors), directly on the one hand, and Executive or indirectly: any entity in which Executive is a Participant, on the other hand; (iii) acquireacquire any equity securities of the Parent, offer the Company and/or any Subsidiary (or any of their successors) (other than equity securities issued to acquire Executive by Parent or agree issued to acquireExecutive by Parent upon exercise of options issued to Executive by Parent), or be a Participant in any entity that acquires any equity securities of the Parent, the Company and/or any Subsidiary (or any of their successors); (iii) solicit proxies, or be a Participant in any entity that solicits proxies, or become a Participant in any solicitation of proxies, with respect to the election of directors of the Parent, the Company and/or any Subsidiary (or any of their successors) in opposition to the nominees recommended by the board of directors or similar governing body of any such entity; or (iv) directly or indirectly, by purchase engage in or otherwiseparticipate in any other activity that would be reasonably expected to result in a change of control of the Parent, the Company and/or any beneficial ownership in, Subsidiary (or direct any of their successors). The foregoing provisions of this Paragraph shall not be construed to prohibit or indirect restrict the manner in which Executives exercises Executive’s voting rights to acquire any beneficial ownership in, (if any) in respect of equity securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit Parent acquired in a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies manner that is not a violation of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerParagraph 13.

Standstill. Except as provided in Section 2.3 below, for a period beginning on Bancorp agrees that from and after the date of this Agreement Agreement, until the later to occur of (1) the date on which the Registrable Securities that are Common Stock beneficially owned by Bancorp and ending on the Expiration Time, none its Affiliates ceases to constitute greater than 5% of the Rollover Shareholder or any issued and outstanding shares of Common Stock (after giving effect to the conversion by Bancorp and its Affiliates shallof any Warrants owned, directly or indirectly: , by such Persons) and (i2) the tenth anniversary of the Closing Date, it will not, and it will cause its Affiliates not to, without the prior written consent of the Company: (a) acquire, offer or propose to acquire acquire, or agree to acquire, directly or indirectly, by purchase whether through market purchases, tender or exchange offer or otherwise, any record or beneficial ownership inof, or the right to vote, more than 19.9% of the outstanding Voting Securities or outstanding Capital Stock of the Company or direct or indirect rights to acquire any beneficial ownership in, securities more than 19.9% of the outstanding Voting Securities of the Company or any subsidiary 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 that in the event the Company elects to satisfy any contingent payment rights in the Merger Agreement by a cash payment, Bancorp may purchase additional shares not to exceed 24.9% of the outstanding Voting Securities or outstanding Capital Stock of the Company; (iib) make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the SEC), or seek to advise or influence any Person with respect to the voting of, any Voting Securities of the Company; (c) other than as contemplated by the Merger Agreement, propose or seek to effect a merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange or other disposition of all or substantially all of the assets of or other business combination involving, or a tender or exchange offer for securities of, the Company or any of its Subsidiaries or any material portion of the Company’s or such Subsidiary’s business or assets or any other type of transaction that would result in a change in control of the Company; (d) other than as contemplated by the Merger Agreement, make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; of its securities or assets; (iiie) except as provided in the Merger Agreement, seek to exercise any control or propose to influence or control over the management of the Company or the Board or any of the businesses, operations or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” ; (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (ivf) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of in Regulation 13D-G under the Exchange Act, in connection with any of the foregoing; or or (vg) publicly request the Other Rollover Shareholders Company, directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger6.

Standstill. Except as provided in Section 2.3 below, for a During the period beginning commencing on the date of this Agreement hereof and ending on the Expiration TimeStandstill Termination Date, none without the prior consent of the Rollover Shareholder or Company, each of the GSO Funds agrees that neither it nor any of its Affiliates shallwill (and such GSO Fund will cause its Affiliates to not), directly or indirectly: : (a) other than the acquisition of additional shares of Common Stock by any of the GSO Funds pursuant to (i) acquirethe SPA, offer to (ii) the exercise of the Warrant Agreement or (iii) the exercise of Rights associated with Common Stock owned by such GSO Fund or its Affiliates, acquire (or propose or agree to acquire), directly of record or indirectlybeneficially, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company Group’s corporate loans, debt securities, Voting Securities, other Company Group securities or all or substantially all of the assets of any subsidiary thereof; member of the Company Group, or rights or options to acquire interests in any of the Voting Securities or other Company Group securities of any member of the Company Group or all or substantially all of the assets of any member of the Company Group; (b) (i) call a special meeting of the holders of Voting Securities of any member of the Company Group, including without limitation by written consent, (ii) make seek representation on the Board of any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose member of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; Group, (iii) seek or propose to influence or control the management or policies removal of any member of the CompanyBoard of any member of the Company Group, (iv) solicit consents from securityholders or otherwise act or seek to act by written consent with respect to the Company Group, (v) conduct a referendum of securityholders of any member of the Company Group or (vi) make a request for any securityholder list or in other Company Group books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise; (c) make any way participatestatement or proposal to the Board of any member of the Company Group regarding, directly or indirectlymake any public announcement, in proposal or offer (including without limitation any “solicitation” of “proxies” (as such terms are defined or used in the rules Regulation 14A of the Securities and Exchange Commission Act) with respect to, or otherwise solicit, seek or offer to effect (including without limitation, for the avoidance of doubt, indirectly by means of communication with the press or media): (i) any acquisition of any of the United Statessecurities or all or substantially all of the assets of any member of the Company Group, or rights or options to acquire interests in any of the securities or all or substantially all of the assets of any member of the Company Group; (ii) any business combination, merger, tender offer, exchange offer, similar transaction or other extraordinary transaction involving any member of the Company Group; (iii) any restructuring, recapitalization, liquidation or similar transaction involving any member of the Company Group; (iv) any proposal to vote seek representation on the Board of any voting member of the Company Group or otherwise seek to control or influence the management, the Board or policies of any member of the Company Group, including, without limitation, (A) any plans or proposals to change the number or term of directors or to fill any vacancies on the Board of any member of the Company Group, (B) any material change in the capitalization or dividend policy of any member of the Company Group, (C) any other material change in any member of the Company Group’s management, business or corporate structure, (D) seeking to have any member of the Company Group waive or make amendments or modifications to its organizational documents, or other actions that may impede or facilitate the acquisition of control of any member of the Company Group by any Person, (E) causing a class of securities of the Company or any subsidiary thereofto be delisted from, or seek to advise cease to be authorized to be quoted on, any securities exchange; or influence any person with respect to the voting (F) causing a class of any voting equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (v) any request or proposal to waive, terminate or amend the provisions of this Agreement if such request or proposal would require GSO, the GSO Funds or any subsidiary thereof; (iv) form, join, become a member of the Company Group to make a public announcement; (vi) any proposal, arrangement or in other statement that is inconsistent with the terms of this Agreement, including without limitation this Section 2.1; or (d) knowingly instigate, encourage or assist any way participate inthird party (including, or otherwise encourage the formation ofwithout limitation, forming a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with any such third party, in connection provided that the inclusion of GSO, the GSO Funds and any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates as members of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which The Blackstone Group L.P. and its other Affiliates are members shall not constitute a breach or violation of this Section 2.1(d)) to do, or enter into any discussions or agreements with any third party with respect to, any of the foregoingactions set forth in Section 2.1(c); or or (ve) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or which would require any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities member of the Company Group to make a public announcement regarding any of the actions set forth in Section 2.1(c) (provided that any public disclosure by the Company of a change of Beneficial Ownership of Common Stock by GSO and the GSO Funds or by any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which GSO and the GSO Funds are members with The Blackstone Group L.P. as a result of any share split, combination, recapitalization a filing on Schedule 13D or other similar transaction in Schedule 13G shall not constitute a breach or violation of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerthis Section 2.1(e)).

Standstill. Except as provided in Section 2.3 below, for a (a) The Frost Group Shareholders hereby covenant and agree that during the five year period beginning commencing on the date hereof and expiring on the 5th year anniversary of the effective date of this Agreement Agreement, each Frost Group Shareholder shall not, and ending on shall not permit or cause any affiliate, associate, immediate family member (as such term is defined in Regulation S-K under the Expiration Time, none of the Rollover Shareholder Exchange Act) or any of its Affiliates shallgroup member to, directly or indirectly: : (i) acquireengage in any transactions in any class of securities of the Company, offer including any derivative; (ii) solicit proxies with respect to acquire any securities of the Company; (iii) actively oppose any action approved by a majority of the board of directors of the Company, or agree become a “participant” in any “election contest” relating to acquirethe election of directors of the Company (as such terms are used in rule 14a-11 of Regulation 14A promulgated under the Exchange Act (or any comparable or successor rule)); (iv) propose, directly make or indirectlyinitiate, by or solicit stockholders of the Company for the approval of, one or more stockholder proposals; (v) propose, or make, initiate or solicit any proposals from, or provide any information or participate in any discussions or negotiations with, or otherwise cooperate in any way with or assist, any person concerning any merger, consolidation, other business combination, tender or exchange offer, recapitalization, liquidation or dissolution or any purchase or otherwise, any beneficial ownership in, other acquisition or direct sale or indirect rights to acquire any beneficial ownership in, securities other disposition of assets (other than in the ordinary course of business) or shares of capital stock of the Company or any subsidiary thereof; (ii) make of its subsidiaries or divisions or any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary similar transaction involving the Company or any subsidiary thereof; or division of the Company; (iiivi) seek take any other action for the purpose of or propose to influence with the effect of changing or influencing the control the management or policies of the Company, make or in any way participate, directly connection with or indirectly, as a participant in any “solicitation” of “proxies” transaction having that purpose or effect; (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (ivvii) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, a in any “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5(b)(i) promulgated under the Exchange Act) with respect to any securities of the Company; or (viii) induce, in connection with attempt to induce, encourage or solicit, or cooperate with, any other Person to do any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 below, for For a period beginning on of three years from the date hereof (the “Standstill Period”), Puissance shall not, without the prior written consent of this Agreement and ending on the Expiration Time, none a majority of the Rollover Shareholder independent members of the Board of Directors of the Company (the “Board”) who are not affiliated with Puissance: (a) in any manner acquire, agree or seek to acquire, or make any proposal or offer (other than to a member of its Affiliates shallthe Board or senior management of the Company by means that would not cause public dissemination thereof) to acquire, whether directly or indirectly: , (i) acquireany material assets of the Company or (ii) any Common Stock, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, voting equity securities of the Company or any subsidiary thereof; securities convertible or exchangeable into or exercisable for any such securities (iiincluding derivatives), other than acquisitions that would not, in the aggregate, result in Puissance together with its Affiliates Beneficially Owning (as defined herein) make more than 19.99% of the Company’s issued and outstanding Common Stock or Voting Shares, as of the date of such acquisition (including, for the avoidance of doubt, any public announcement Common Stock or Voting Shares acquired pursuant to the Purchase Agreement); (b) propose to any person (other than any disclosure on Schedules 13D to a member of the Board or 13G senior management of the Company by means that would not cause public dissemination thereof) or effect, seek to the extent required by U.S. federal effect or state securities laws enter into, whether alone or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) in concert with respect to, or submit a proposal for or offer of (with or without conditions)others, any tender or exchange offer, merger, recapitalizationconsolidation, reorganizationacquisition, scheme, business combination or other extraordinary transaction involving in which the Company or any subsidiary thereof; of its subsidiaries is a constituent corporation or party (iiia “Business Combination”); (c) seek solicit proxies or propose to influence shareholder consents or control the management or policies of the Company, make or participate in any way participate, directly such solicitation for any purpose relating to the election or indirectly, in any “solicitation” removal of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities directors of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; a Business Combination; (ivd) form, join, become a member of encourage, influence, advise or participate in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of in Section 13(d)(3) of the Exchange Act) with respect to the voting, ownership or control of any Common Stock; (e) seek to have the Company waive, amend or modify its Certificate of Incorporation or Bylaws; (f) assist, advise or encourage (including by knowingly providing or arranging financing for that purpose) any other person in connection with any of the foregoing; or or (vg) publicly request the Other Rollover Shareholders to amend or waive any provision ofmake, or take any action challenging the enforceability or validity of, this paragraph (including a request to waive or amend any provision of this sentence)agreement) that would cause the Company to make, a public announcement regarding any intention of Puissance or any of its respective Affiliates to take an action which would be prohibited by any of the foregoing. For the avoidance of doubtNotwithstanding anything to contrary, nothing contained in this Section 2.2 7 shall prevent Puissance from selling, tendering or any otherwise disposing of its securities in compliance with the other provision provisions of this Agreement shall prohibit (a) and the Rollover Shareholder from acquiring applicable securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerlaws.

Standstill. Except Participant does not own any of the capital stock of the Company as provided in Section 2.3 belowof the Effective Date. Participant agrees that, for a period beginning on of one year after the date of this Agreement and ending on (the Expiration Time“Standstill Period”), none of unless specifically invited in writing by the Rollover Shareholder or Company, neither it nor (1) any of its Affiliates shallmajority-owned subsidiaries, (2) its Representatives (acting on its behalf), or (3) Xxxxx Capital Acquisition LLC or its affiliates who receive Evaluation Material directly from Xxxxx Capital Acquisition LLC or Participant or at their direction, will in any manner, directly or indirectly: : (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) acquire, offer to acquire any acquisition of any securities (or agree to acquire, directly any acquisition of Beneficial Ownership thereof) or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities assets of the Company or any subsidiary thereof; of its subsidiaries, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, merger or other business combination or other extraordinary transaction involving the Company or any subsidiary thereof; of its subsidiaries, (iii) seek any recapitalization, restructuring, liquidation, dissolution or propose other extraordinary transaction with respect to influence the Company or control the management or policies any of the Companyits subsidiaries, make or in any way participate, directly or indirectly, in or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; Company; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)under the Act) within with respect to the meaning of Section 13(d)(3) securities of the Exchange ActCompany; (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) otherwise act, alone or in connection concert with others, to seek to control or influence the management, Board of Directors or policies of the Company; (e) take any action which may reasonably be expected to force the 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; or (v) publicly . Participant also agrees, and will cause its Representatives to agree, during the Standstill Period, not to request the Other Rollover Shareholders Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph Section 9 (including this sentence). For the avoidance of doubt, nothing Notwithstanding anything in this Section 2.2 9 to the contrary, if, at any time during the Standstill Period, a public announcement is made by the Company or any other provision of this Agreement shall prohibit Person (aother than Participant or its Representatives) the Rollover Shareholder from acquiring securities that a third party (other than Participant or its Representatives) intends to acquire at least twenty percent (20%) of the Company as outstanding capital stock of the Company, voting control or a result material part of any share splitthe Company’s assets (by way of a tender offer, combinationexchange offer, recapitalization proxy contest, acquisition or other similar transaction in transaction), or of the securities of if a definitive agreement is executed by the Company if with a third party relating to such share splitan acquisition of capital stock or assets, combinationthe restrictions set forth in this Section 9 shall immediately terminate and cease to be of any further effect on Participant. Participant further agrees, recapitalization and will cause its Representatives to agree, that unless otherwise directed by the Company in writing (i) all communications with the Company regarding a Possible Transaction, (ii) requests for additional information, facility tours, or other similar transaction has been duly approved management meetings, and (iii) discussions or questions regarding procedures with respect to a Possible Transaction, will be submitted or directed by Participant or its Representatives only to Xxxxx Xxxx, the Company’s Chief Executive Officer, or a person or persons designated in writing by Xxxxx Xxxx. Further, except upon the Company’s prior written consent, neither Participant nor its Representatives acting on behalf of Participant involved with a Possible Transaction or who have received Evaluation Material will, directly or indirectly, contact any stockholder, director, officer, employee or agent of the Company, or (b) Parent and Merger Sub any customer or supplier of the Company, regarding the Evaluation Material or a Possible Transaction. Nothing contained herein shall prevent Participant or its Representatives from entering into maintaining any contacts in the Merger Agreement and consummating the Mergerordinary course of business unrelated to a Possible Transaction or from conducting consumer surveys or other due diligence, in each case, without disclosing or relying on any Evaluation Material.

Standstill. Except as provided in Section 2.3 below, for a During the period beginning on date of this from the Agreement Date through and ending on including the Expiration Time, none earlier of the Rollover Shareholder Closing Date or the Termination Date (defined below) (the “Standstill Period”), neither Sellers nor any of its Affiliates shalltheir affiliates will (and neither Sellers nor any of their affiliates will assist or encourage others to), directly or indirectly: : (i) acquire, offer to acquire or agree agree, offer, seek or propose to acquire, directly or indirectlycause to be acquired (by any person other than a Permitted Transferee or Buyer as contemplated hereby), by purchase or otherwiseownership (including, any but not limited to, beneficial ownership inas defined in Rule 13d-3 under the Exchange Act) of any of the Company’s assets or businesses or any securities issued by the Company (other than the exercise of the Options), or direct any rights or indirect rights options to acquire such ownership, including from a third party; (ii) make, or in any beneficial ownership inway participate, in any solicitation of proxies or consents with respect to any securities of the Company which are, or may be, entitled to vote in the election of the Company’s directors (“Company Voting Securities”), become a participant in any subsidiary thereofelection contest with respect to the Company; seek to advise, encourage or influence any person or entity with respect to the voting of any Company Voting Securities; or demand a copy of the Company’s stock ledger, list of its stockholders or other books and records; or call or attempt to call any meeting of the stockholders of the Company; (iiiii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions)for, any tender or exchange offer, merger, recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company or its securities or assets; (iv) participate in any subsidiary thereof; (iii) seek tender or propose to influence exchange offer or control the management merger or policies of other business combination involving the Company; (v) form, make join or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange ActAct with respect to any Company Voting Securities (excluding any group status for Sellers that could result from the transaction contemplated hereby); (vi) otherwise act, alone or in connection concert with others, directly or indirectly, to seek control of the management, board of directors, or policies of the Company; or (vii) enter into any negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or matters described in (vi) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph through (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (avi) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerabove.

Standstill. Except as provided in Section 2.3 below(a) The Investor agrees that, for a period beginning on from the date of this Agreement and ending on until the Expiration Time, none expiration of the Rollover Shareholder or Standstill Period, neither it nor any of its controlled Affiliates shallwill, and it will cause each of its controlled Affiliates not to, directly or indirectly: , in any manner, acting alone or in concert with others, including by forming a “group” (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with any parties other than its controlled Affiliates or the Investor Directors as a result of this Agreement or matters related to the consummation of the transactions contemplated by the Agreement to: (i) acquire, announce an intention to acquire, offer or propose to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any record or beneficial ownership inof any additional shares of capital stock of the Company, or direct or indirect rights to acquire any beneficial ownership in, securities except that the Investor may participate on equal terms with other stockholders of the Company in any rights offering, public offering or other similar transaction approved by the Board as long as any subsidiary thereof; such purchases do not result in the Investor increasing its percentage ownership of the Company outstanding shares of Common Stock in excess of the percentage owned as of the date of this Agreement; (ii) make except in connection with an Opposition Matter, seek, propose, facilitate, participate, finance, solicit, assist or endorse any public announcement (other than any disclosure on Schedules 13D person or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) entity with respect to, a merger, consolidation, acquisition of control or submit a proposal for or offer of (with or without conditions)other business combination, any tender or exchange offer, mergerpurchase, sale or transfer of all or substantially all assets or securities, dissolution, liquidation, reorganization, change in capital structure, recapitalization, reorganizationdividend, business combination share repurchase or other extraordinary similar transaction involving the Company Company, whether or not any subsidiary thereof; such transaction involves a change of control of the Company; (iii) seek except as provided in Section 1 of this Agreement, seek, propose, solicit, assist or propose to influence endorse any person or control entity with respect to, a change in structure, size or composition of the management Board or policies change in the executive officers of the Company; (iv) submit any stockholder proposal (pursuant to Rule 14a-8 promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, make or nominate any candidate for election to the Board, other than as expressly permitted by this Agreement; (v) except in any way participateconnection with an Opposition Matter, engage in, directly or indirectly, in any “solicitation” (as defined in Rule 14a-1 of Regulation 14A) of proxies or written consents or otherwise become a “proxiesparticipant in a solicitation” (as such terms are used term is defined in Instruction 3 of Schedule 14A of Regulation 14A under the rules Exchange Act) in opposition to the recommendation or proposal of the Securities and Exchange Commission of the United States) Board, or recommend or request or induce or attempt to vote induce any voting securities of the Company or other person to take any subsidiary thereofsuch actions, or seek to advise advise, encourage or influence any other person with respect to the voting of any the Common Stock or other voting securities or grant a proxy with respect to the voting of the Company Common Stock or other voting securities to any subsidiary thereof; person other than to the Board or persons appointed as proxies by the Board with respect to the matters contemplated by Section 2(a); (ivvi) except in connection with an Opposition Matter, form, join, become a member of join in or in any other way participate in, or otherwise encourage the formation of, in a “partnership, limited partnership, syndicate or other group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange ActAct (other than with controlled Affiliates of the Investor) with respect to the Common Stock or other voting securities of the Company or deposit any shares of Common Stock or other voting securities of the Company in a voting trust or similar arrangement or subject any shares of Common Stock or other voting securities of the Company to any voting agreement or pooling arrangement, other than to the extent such a group may be deemed to result with the Company or any of its controlled Affiliates, or the Investor Directors as a result of this Agreement or matters related to the consummation of the transactions contemplated by the Agreement; (vii) except in connection with an Opposition Matter, seek publicly, or through discussions with anyone other than the Company or the Board, any control or influence over the Company’s policies or in opposition to any recommendation of the Board; (viii) except in connection with an Opposition Matter, seek publicly, or through discussions with anyone other than the Company or the Board, the divestiture, break-up or spin-off of the Company’s businesses or assets; (ix) vote for any nominee or nominees for election to the Board, other than those nominated or supported by the Board; (x) except as specifically provided in Section 1 and Section 2 of this Agreement, seek to place a representative or other controlled Affiliate or nominee on the Board or seek the removal of any member of the Board or a change in the size or composition of the Board; (xi) disclose publicly, or privately in a manner that could reasonably be expected to become public (except with the consent of the Company), any intention, plan, position or arrangement inconsistent with the foregoing; ; (xii) take any action challenging the validity or enforceability of any provisions of this Section 3(a); (vxiii) except in connection with an Opposition Matter, call, seek to call or request the call of a special meeting of the Company’s stockholders; (xiv) publicly request that the Other Rollover Shareholders to Company amend or waive any provision ofof this Section 3(a); or (xv) enter into any agreement, arrangement or take understanding concerning any action challenging of the enforceability foregoing (other than this Agreement) or validity ofsolicit or knowingly encourage any person to undertake any of the foregoing activities; provided, this paragraph (including this sentence). For the avoidance of doubthowever, that nothing in this Section 2.2 3(a) or elsewhere in this Agreement shall (A) prohibit the Investor Directors, acting in their fiduciary capacity as a director of the Company, from (1) taking any action or making any statement at any meeting of the Board or of any committee thereof or (2) making any statement to the Chief Executive Officer, the Chief Financial Officer or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities director of the Company in his capacity as a result director; or (B) prohibit the Investor Directors, acting in their fiduciary capacity as a director of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, from making any statement or disclosure determined (on advice of outside legal counsel) to be required under the federal securities laws or other applicable laws. (b) Parent As used in this Agreement: (i) the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms “beneficial owner” and Merger Sub from entering into “beneficial ownership” shall have the Merger Agreement same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and consummating the Merger.terms “person” or “persons” shall mean any individual, corporation (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;

Standstill. Except Parent and Merger Sub agree that, except as provided in Section 2.3 below, for a period beginning on date of contemplated by this Agreement and ending on or as specifically requested in writing in advance by the Expiration TimeCompany, none of the Rollover Shareholder Investor Entities or its Representatives acting on behalf of any of its Affiliates shallthe Investor Entities, will, from the date hereof until the earlier of (x) the Effective Time and (y) the first anniversary of the date of the termination of this Agreement in accordance with Article 8 hereof (or, at any time during such period, assist, advise, act in concert or participate with or encourage others to), directly or indirectly: (ia) acquireacquire (or agree, offer to acquire offer, seek or agree propose to acquire, directly in each case, publicly or indirectlyprivately), by purchase purchase, tender offer, exchange offer, agreement or otherwisebusiness combination or in any other manner, any ownership, including, but not limited to, beneficial ownership in, (as defined in Rule 13d‑3 under the Exchange Act or direct the last sentence of this Section 6.22) or indirect rights to acquire control of any beneficial ownership in, material assets or businesses or any equity securities of the Company or any direct or indirect Subsidiary thereof, or any rights or options to acquire such ownership (including from any Third Party); (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 direct or indirect subsidiary thereof; (c) initiate any stockholder proposal or the convening of a stockholders’ meeting of or involving the Company or any direct or indirect Subsidiary thereof; (d) (i) solicit proxies (as such 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 capital stock, or (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to communication exempted from the extent required definition of solicitation by U.S. federal or state securities laws or Rule 14a‑1(l)(2)(iv) under the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereofExchange Act; (iiie) otherwise seek or propose to influence influence, advise, change or control the management management, Company Board, governing instruments, affairs or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, direct or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any indirect subsidiary thereof; (ivf) with respect to any matter described in the foregoing clauses (a) through (e), (i) enter into any discussions, negotiations, agreements, arrangements or understandings with any other person or (ii) form, join, become a member of join or participate in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) to vote, in connection with acquire or dispose of any securities of the Company or any of its subsidiaries; (g) request that the foregoing; Company (or (vthe Company Board or the Company’s Representatives) publicly request the Other Rollover Shareholders to amend amend, waive, grant any consent under or waive otherwise not enforce any provision ofof this Section 6.22, or refer to any desire or intention, but for this Section 6.22, to do so or take any action challenging the validity or enforceability or validity of, of this paragraph (including this sentence)Section 6.22. For the avoidance of doubt, nothing Notwithstanding anything in this Section 2.2 6.22 to the contrary, Parent or any other provision of this Agreement shall prohibit Investor Entity may make requests (but only privately to the Company and not publicly) for amendments, waivers, consents under or agreements not to enforce clause (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or clause (b) Parent of this Section 6.22) and Merger Sub from may make proposals or offers or participate with others to 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 6.22. For purposes of this Section 6.22, the following will be deemed to be beneficial ownership of, or an acquisition of beneficial ownership of, securities: (1) having, establishing or increasing a call equivalent position, or liquidating or decreasing a put equivalent position, with respect to such securities within the meaning of Section 16 of the Exchange Act; (2) being a party to or entering into any swap or other arrangement that results in the Merger Agreement and consummating acquisition of any of the Mergereconomic consequences of ownership of such securities, whether such transaction is to be settled by delivery of such securities, in cash or otherwise; or (3) having or acquiring the right to acquire any securities (whether or not subject to the passage of time or other contingencies).

Standstill. (a) Except as provided in Section 2.3 belowexpressly permitted herein, for a period beginning on date of this Agreement and ending on the Expiration Time, none of the Rollover Shareholder or no Stockholder nor any of its Affiliates shall, directly or indirectly: (i) acquireeffect, agree, seek or make any proposal or offer with respect to, or announce any intention with respect to acquire or agree cause or participate in or in any way assist, facilitate or encourage any other Person to acquireeffect or seek, directly or indirectly, by purchase (A) any acquisition of Beneficial Ownership of any Shares or otherwiseany security that is convertible into Shares or any assets, any beneficial ownership in, indebtedness or direct or indirect rights to acquire any beneficial ownership in, securities businesses of the Company or any subsidiary thereof; of its subsidiaries, (iiB) make any public announcement financing of the acquisition of any Shares or any security convertible into Shares, (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the MergerC) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, merger or other business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek of its subsidiaries or propose to influence or control the management or policies assets of the CompanyCompany or any of its subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiaries, make (D) any recapitalization, restructuring, liquidation, dissolution or in any way participateChange of Control Transaction, directly or indirectly, in (E) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesSEC) to vote any voting securities of the Company Shares or any subsidiary thereofconsent solicitation or stockholder proposal, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (ivii) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in “a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of under the Exchange Act) with respect to the Company or enter into any voting agreement or otherwise act in concert with any Person or Group in respect of any voting Shares, (iii) except in accordance with this Agreement, otherwise act, alone or in concert with others, to seek representation on the Board of Directors (other than, in connection the case of a Stockholder that is not an OEP Stockholder, pursuant to non-public negotiations or discussions with the Company and the Board of Directors that would not reasonably be expected to cause the Company to make a public announcement under Applicable Law regarding the subject matter thereof or any of the types of matters set forth in clause (i) above); (iv) take any action which would or would reasonably be expected to cause the Company to make a public announcement under Applicable Law regarding any of the types of matters set forth in clause (i) above; (v) enter into any discussions or arrangements with any Person with respect to any of the foregoing; or (vvi) publicly request that the Other Rollover Shareholders to Company amend or waive any provision ofof this Section 3.1(a). (b) Section 3.1(a) shall not prohibit or prevent: (i) any acquisition of Beneficial Ownership of any Shares, or take any action challenging security that is convertible into Shares, by any Stockholder or its Affiliates if such acquisition would not result in all Stockholders and their respective Affiliates in the enforceability aggregate Beneficially Owning a number of voting Shares that is greater than (A) one hundred twenty percent (120%) of the Baseline Amount, or validity of(B) sixty percent (60%) of the number of voting Shares issued and outstanding as of such date (it being understood that any such acquisition pursuant to this clause (A) of Shares in excess of the number of Shares issued to the Initial OEP Stockholders on the Effective Date pursuant to the Merger Agreement shall be permitted only if (x) prior to any such acquisition, this paragraph the applicable Stockholder delivers to the Board of Directors written notice of the proposed acquisition and the material terms thereof, (y) such acquisition is made pursuant to open market purchases during Company-approved trading windows, and (z) a majority of the Independent Directors shall have determined not to cause the Company to repurchase a material percentage of Shares during such trading window); (ii) any Shares, or any security that is convertible into Shares, issued by the Company to Stockholders or their Affiliates pursuant to any stock split, stock dividend or the like effected by the Company; (iii) any acquisition of Beneficial Ownership of any Shares, or any security that is convertible into Shares, by any Stockholder or its Affiliates pursuant to Transfers effected on the Nasdaq Stock Market or other nationally recognized securities exchange following the issuance of any new voting Shares by the Company as consideration in the acquisition of another business or assets of another Person by the Company by merger or purchase of the assets or shares, reorganization or otherwise; provided, that immediately following such acquisition of Shares such Stockholder and its Affiliates, in the aggregate, do not Beneficially Own a percentage of the total issued and outstanding voting Shares that is greater than the percentage of Shares Beneficially Owned by such Stockholder and its Affiliates, in the aggregate, immediately prior to such issuance; (iv) any Shares issued (including this sentencepursuant to exercise of stock options granted) to any Investor Designee or any officer or employee of the Company or its subsidiaries in respect of such Director’s service on the Board of Directors or such officer’s or employee’s employment with the Company or its subsidiaries; (v) any acquisition of Beneficial Ownership of any Shares by an OEP Stockholder pursuant to the exercise of Preemptive Rights under Section 5.1; (vi) Transfers of Shares permitted by and made in accordance with Section IV; (vii) any acquisition of Beneficial Ownership of any Shares, or any security that is convertible into Shares, by any Stockholder or its Affiliates or any other action that would otherwise be prohibited by Section 3.1(a) if approved in advance by a majority of the Independent Directors then serving on the Board of Directors (including pursuant to any merger, acquisition or other transaction that is approved in advance by a majority of the Independent Directors then serving on the Board of Directors). For ; (viii) any transaction, discussions, or arrangements solely between or among a Stockholder and its Affiliates; or (ix) any Director who is an Investor Designee from engaging, in his or her capacity as such, in confidential discussions with the avoidance Board of doubtDirectors regarding one or more transactions that would otherwise be prohibited by Section 3.1(a) so long as such discussions would not reasonably be expected to result in public disclosure by the OEP Stockholders or the Company under Applicable Law, nothing including requirements of the SEC or any applicable stock exchange. (c) All of the restrictions set forth in this Section 2.2 or 3.1 shall terminate in respect of the Stockholders and their Affiliates upon the earlier to occur of: (i) the entry by the Company into a definitive agreement with any other provision Person providing for a Change of Control Transaction; and (ii) such date as when the OEP Stockholders no longer have a right to designate any Investor Designees under Section 2.1(a)(ii). (d) Notwithstanding anything to the contrary in Section 6.2 and Section 6.7, the provisions of this Agreement shall prohibit Section III may not be terminated, amended or modified unless such termination, amendment or modification is approved by (ai) the Rollover Shareholder from acquiring securities at least six (6) Directors, or at least two-thirds of the Company as a result of any share split, combination, recapitalization or other similar transaction in or members of the securities Board of Directors if the Board of Directors at such time does not have nine (9) Directors, and (ii) a majority of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerIndependent Directors.

Standstill. Except as provided in Section 2.3 below, for a For the period beginning (the “Standstill Period”) commencing on the date of this Agreement hereof and ending on the Expiration TimeJune 30, none of the Rollover Shareholder or any of 2009, no Subject Stockholder shall, and each Subject Stockholder shall cause its Affiliates shallnot to, unless expressly agreed in writing, in advance, by Company, directly or indirectly: , in any manner whatsoever: (ia) acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to acquire sell or agree to acquire, or enter into any arrangement or undertaking to acquire, directly or indirectly, by purchase purchase, or otherwise, any beneficial ownership in, record or direct or indirect rights to acquire any beneficial ownership in, interest in any Standstill Securities or other securities of the Company or any subsidiary thereof; of its Subsidiaries or any direct or indirect rights, warrants or options to acquire record or direct or indirect beneficial ownership of any securities or assets of the Company or any of its Subsidiaries; (iib) make make, effect, initiate, cause or participate in any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect totake-over bid, or submit a proposal for or offer of (with or without conditions)tender offer, any tender or exchange offer, merger, consolidation, business combination, recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company or any subsidiary thereof; of its Subsidiaries; (iiic) seek other than as a director or propose to influence or control the management or policies officer of the Company, make solicit, make, effect, initiate, cause, or in any way participate in, directly or indirectly, any solicitation of proxies or consents from any holders of any securities of Company or any of its Subsidiaries or call or seek to have called any meeting of stockholders of Company or any of its Subsidiaries; (d) form, join or participate in, or otherwise encourage the formation of, any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any securities of Company or any of its Subsidiaries that are not Standstill Securities; (e) arrange, facilitate, or in any way participate, directly or indirectly, in any “solicitation” financing for the purchase of “proxies” any securities Company or any of its Subsidiaries that are not Standstill Securities; (as such terms are used in f) (i) act, directly or indirectly, to seek control or direct the rules board of the Securities and Exchange Commission of the United States) to vote any voting securities directors, stockholders, policies or affairs of the Company or any subsidiary thereofof its Subsidiaries; (ii) solicit, or propose, seek to advise effect or influence negotiate with any person other Person with respect to any form of business combination transaction involving Company or any take-over bid, tender, exchange offer, merger, consolidation, recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction involving Company or any of its Subsidiaries; or (iii) disclose an intent, purpose, plan or proposal with respect to an acquisition of Company, or any securities or assets of Company or any of its Subsidiaries that are not Standstill Securities; Notwithstanding anything to the voting of contrary in this Section 2.3, each Subject Stockholder shall be permitted to sell its Equity Securities in any voting securities Sale of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction that has been duly approved by the Company, or (b) Parent board of directors of Company and Merger Sub from entering into the Merger Agreement and consummating the Mergerwhich recommendation has not been withdrawn.

Standstill. Except as provided in Section 2.3 belowExecutive agrees that during the Employment Term and during the Restricted Period, for a period beginning on date of this Agreement and ending on Executive shall not, except at the Expiration Time, none specific written request of the Rollover Shareholder Board, directly or indirectly: (a) engage in or propose, or be a Participant in any entity that directly or indirectly engages in or proposes, any material transaction between the Company or any of its Affiliates shall(or any of their successors), directly on the one hand, and Executive or indirectly: any entity in which Executive is a Participant, on the other hand; (ib) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, equity securities of the Company or any subsidiary thereof; of its Affiliates (iior any of their successors) make any public announcement (other than any disclosure on Schedules 13D or 13G equity securities issued to the extent required Executive by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company upon exercise of options or any subsidiary thereof; (iii) seek or propose vesting of restricted stock units issued to influence or control the management or policies of Executive by the Company, make ) or be a Participant in any way participateentity that, directly or indirectly, in acquires any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting equity securities of the Company or any subsidiary thereofof its Affiliates (or any of their successors), provided that this Section 6.05(b) shall not restrict Executive from participating in the AZZ incorporated Employee Stock Purchase Plan, or seek from acquiring equity securities of the Company through such participation, in accordance with the terms and conditions thereof as may be amended from time to advise time; (c) solicit proxies, or influence be a Participant in any person entity that directly or indirectly solicits proxies, or become a Participant in any solicitation of proxies, with respect to the voting election of any voting securities directors of the Company or any subsidiary thereofof its Affiliates (or any of their successors) in opposition to the nominees recommended by the board of directors or similar governing body of any such entity; or (ivd) form, join, become engage in or be a member of or Participant in any way participate in, or otherwise encourage the formation of, other activity that would be reasonably expected to result in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) Change in Control of the Exchange Act, in connection with Company or any Affiliate (or any of their successors). Notwithstanding the foregoing; or (v) publicly request , the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance foregoing provisions of doubt, nothing in this Section 2.2 6.05 shall not be construed to prohibit or any other provision restrict the manner in which Executive exercises Executive’s voting rights in respect of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring equity securities of the Company as acquired in a result of any share split, combination, recapitalization or other similar transaction in or manner that is not a violation of the securities terms of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerthis Agreement.

Standstill. Except as provided in Section 2.3 below, for (a) For a period beginning on of eighteen (18) months from the date of this Agreement Agreement, each Conversant Investor shall not, and ending on the Expiration Time, none of the Rollover Shareholder or any of shall cause its Affiliates shallnot to, directly or indirectly: : (i) acquire, offer to acquire or agree or make a proposal to acquireacquire Beneficial Ownership of any Equity Securities, any Derivative Instruments with respect to Common Stock, or any indebtedness of the Company, except pursuant to share splits, reverse share splits, share dividends or distributions, or combinations or any similar recapitalizations on or after the date hereof or the acquisition of common stock resulting from conversion of the Series A Preferred Stock; (ii) effect or seek, offer or propose to effect, or announce any intention to effect or cause or participate in (A) any shareholder proposal to be considered by the stockholders of the Company or take any action to nominate any person for membership on the Board of Directors, or take any action to remove any director (other than the Investor Board Representative) from the Board of Directors of the Company or to change the composition of the Board of Directors of the Company or (B) make, or in any way participate in, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote, or seek to influence any Person with respect to the voting of, shares of Common Stock, or become a “participant” in a “solicitation” (as such terms are used defined in Regulation 14A under the rules of the Securities and Exchange Commission of the United StatesAct) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to Common Stock; provided that the voting of foregoing shall not restrict such Conversant Investor’s right to vote its Common Stock in its sole discretion; or (iii) initiate or propose a call for any voting securities special meeting of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or ’s shareholders. (b) Parent and Merger Sub The prohibition in Section 3(a)(i) shall not restrict (i) the ability of an Investor Board Representative nominated by Investor A to vote or from entering into otherwise exercising his or her fiduciary duties, (ii) each Conversant Investor’s ability to vote, Transfer, convert or otherwise exercise rights under its shares of Series A Preferred Stock subject to the Merger Agreement and consummating the Mergerexpress obligations hereof.

Standstill. Except (a) During the Initial Term (as provided such term is defined in Section 2.3 belowthe Collaboration and License Agreement), for a period beginning on date of this Agreement and ending on neither the Expiration Time, none of the Rollover Shareholder or Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly: indirectly (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, make any beneficial ownership inpublic proposal to acquire, or direct or indirect rights cause any third-party to acquire any beneficial ownership in, securities of the Company Company, any option to acquire any such securities, any security convertible into or exchangeable for any subsidiary thereof; such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) make publicly propose any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect tomerger, or submit a proposal for or offer of (with or without conditions)consolidation, any business combination, tender or exchange offer, mergersale or purchase of assets or securities, recapitalizationdissolution, reorganizationliquidation, business combination restructuring, recapitalization or other extraordinary similar transaction of or involving the Company or any subsidiary thereof; Company, (iii) seek or propose to influence or control the management or policies of the Companymake, make or in any way participateparticipate in, directly any solicitation of proxies or indirectlyconsents, in any “solicitation” of “proxies” (as such terms are used in Regulation 14A under the rules of the Securities and Exchange Commission of the United States) Act, with respect to vote any voting securities of the Company or any subsidiary thereofCompany, or seek to advise or influence any person with respect to the voting of any voting securities of the Company Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any subsidiary thereof; other books and records of the Company, (iv) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (bvi) Parent and Merger Sub from entering into make any publicly disclosed proposal regarding the Merger Agreement and consummating the Mergerforegoing.

Standstill. Except as provided (a) During the Standstill Period, unless the Company and each Party provide their prior written consent (which may be withheld in Section 2.3 beloweach of its sole discretion, for a period beginning on date and subject to the provisions of clause (xiii) of this Agreement Section 5(a)), each Shareholder Party agrees solely for and ending on the Expiration Timebehalf of itself that it shall not, none of the Rollover Shareholder or any of and shall cause its Affiliates shallRepresentatives not to, directly or indirectly: : (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) proposal with respect to, or submit offer, seek, propose or indicate an interest in, (A) any form of business combination or acquisition or other transaction relating to a proposal for material amount of assets or offer securities of Merrimack or any of its subsidiaries, (B) any form of restructuring, recapitalization or similar transaction with respect to Merrimack or without conditions), any of its subsidiaries or (C) any form of tender or exchange offer, merger, recapitalization, reorganization, business combination offer for shares of Common Stock or other extraordinary Voting Securities, whether or not such transaction involving involves a Change of Control (as defined below) of Merrimack; it being understood that the Company foregoing shall not prohibit a Shareholder Party or its Affiliates from acquiring Voting Securities within the limitations set forth in Section 5(a)(iii); (ii) engage in, or assist in the engagement in, any subsidiary thereof; (iii) seek solicitation of proxies or propose written consents to influence vote any voting securities of Merrimack, or control conduct, or assist in the management conducting of, any type of binding or policies of the Companynonbinding referendum with respect to any Voting Securities, make or assist or participate in any way participateother 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,” of “proxies” (as such terms are used defined in Instruction 3 of 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 of and regulations thereunder (the Securities and “Exchange Commission of the United States) Act”), to vote any voting securities of Merrimack (including by initiating, encouraging or participating in any “withhold” or similar campaign); (iii) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including beneficial ownership) of any securities of Merrimack, 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 Company price of shares of Common Stock, or any subsidiary thereofassets or liabilities of Merrimack; provided, or that such Shareholder Party and its Affiliates, in the aggregate, may acquire beneficial ownership of up to twenty-percent (20.0%) of the Company’s then outstanding Voting Securities; (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 securities of Merrimack; (v) sell, offer or agree to sell directly or indirectly in a private transaction, through swap or hedging transactions or otherwise, the securities of Merrimack or any rights decoupled from such underlying securities held by such Shareholder Party to any person that (A) the Shareholder Party knows has filed, or threatened in writing to file, a proxy solicitation in opposition to the Company’s recommendations, nominees or proposals within the preceding eighteen (18) months and has not formally withdrawn such filing or threat, or (B) has otherwise given such Shareholder Party reasonable cause to believe that such person intends to engage in a proxy campaign in opposition to the Company’s recommendations, nominees or proposals; (vi) except as expressly permitted in Section 1(b) through the New Director designated by such Shareholder Party or any Replacements, take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing any director or the management of Merrimack, 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, except as set forth in this Agreement, (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of Merrimack, (C) any other material change in Merrimack’s management, business or corporate structure, (D) seeking to have Merrimack waive or make amendments or modifications to the Bylaws, or other actions that may impede or facilitate the acquisition of control of Merrimack by any person, (E) causing a class of securities of Merrimack 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 Merrimack to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (vii) communicate with stockholders of Merrimack pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; (viii) engage in any course of conduct with the purpose of causing stockholders of Merrimack to vote contrary to the recommendation of the Board on any matter presented to Merrimack’s stockholders for their vote at any meeting of Merrimack’s stockholders or by written consent; (ix) 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”; (x) deposit any shares of Common Stock or other Voting Securities in any voting securities trust or subject any shares of Common Stock or other Voting Securities to any arrangement or agreement with respect to the Company voting of any shares of Common Stock or any subsidiary thereof; Voting Securities; (ivxi) except as otherwise provided in this Agreement, form, join, become a member of join or in any other way participate in, or otherwise encourage the formation of, a in any “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Security; provided, however, that nothing herein shall limit the ability of an Affiliate of the Shareholder Party to join the “group” comprising the Shareholder Parties following the execution of this Agreement, so long as any such Affiliate agrees to confirm in connection writing that it is subject to, and bound by, the terms and conditions of this Agreement and, if required under the Exchange Act, files a Schedule 13D or an amendment thereof, as applicable, within two (2) business days after disclosing that the Shareholder Parties have formed a group with such Affiliate; (xii) demand a copy of Merrimack’s list of stockholders or make any request under any statutory or regulatory provisions of Delaware providing for stockholder access to lists of stockholders of Merrimack; (xiii) make any request or submit any proposal to amend or waive the terms of this Section 5 other than through non-public communications with Merrimack that would not be reasonably likely to trigger public disclosure obligations for any Party; or (xiv) enter into any discussions, negotiations, agreements or understandings with any person with respect to any action the Shareholder Party is prohibited from taking pursuant to this Section 5, 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 this Section 5, a New Director (and any Replacement) in his capacity as such shall not be prohibited or restricted from making any non-stockholder proposal or request or entering into discussion regarding any matter at a meeting of the Board or any committee, and a Shareholder Party shall not be prohibited or restricted from: (A) communicating privately with the Board or any officer or director of Merrimack in the manner set forth for stockholders to communicate with the Company in the Company Policies 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 by any of the Shareholder Parties, Merrimack or its Affiliates or any Third Party, subject in any case to any confidentiality obligations to Merrimack of any such director or officer and applicable law, rules or regulations; (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 such Shareholder Party, provided, that a breach by such Shareholder Party of this Agreement is not the cause of the applicable requirement; or (vC) privately communicating to any of its Affiliates, Associates or potential investors or investors factual information regarding Merrimack, provided such communications are subject to reasonable confidentiality obligations and are not otherwise reasonably expected to be publicly request disclosed. (b) The provisions of this Section 5 shall not limit in any respect the Other Rollover Shareholders to amend or waive actions of any provision of, or take any action challenging the enforceability or validity of, this paragraph director of Merrimack (including this sentenceany New Director) in his or her capacity as such, recognizing that such actions are subject to such director’s fiduciary duties to Merrimack and its stockholders and the Company Policies (it being understood and agreed that a Shareholder Party shall not seek to do indirectly through its New Director (or any Replacement) anything that would be prohibited if done by any of such Shareholder Party). For the avoidance The provisions of doubt, nothing in this Section 2.2 5 shall also not prevent a Shareholder Party from freely voting its shares of Common Stock or other Voting Securities (except as otherwise provided in Section 2 hereto). (c) During the Standstill Period, each Shareholder Party agrees solely for and on behalf of itself that it shall refrain from taking any actions that could have the effect of encouraging, assisting or influencing other stockholders of Merrimack or any other provision persons to engage in actions which, if taken by such Shareholder Party, would violate this Agreement. (d) Notwithstanding anything contained in this Agreement to the contrary, the provisions of Sections 1, 2 and 3 of this Agreement shall prohibit (a) automatically terminate upon the Rollover Shareholder from occurrence of a Change of Control involving Merrimack if the acquiring securities or counterparty to the Change of Control transaction has conditioned the closing of the Company transaction on the termination of such sections. (e) At any time during the Standstill Period and following the filing of a Schedule 13D by each Shareholder Party, either individually or jointly, with the SEC as provided in Section 8(b), such Shareholder Party ceases to have a result Schedule 13D filed with the SEC, upon reasonable written notice from Merrimack pursuant to Section 16 hereof, each Shareholder Party agrees solely for and on behalf of any share split, combination, recapitalization or other similar transaction in or itself that it shall promptly provide Merrimack with information regarding the amount of the securities of Merrimack (i) beneficially owned by such entity or individual, (ii) with respect to which such Shareholder Party has (A) any direct or indirect rights or options to acquire or (B) any economic exposure through any derivative securities or contracts or instruments in any way related to the Company if price of such share split, combination, recapitalization or other similar transaction has been duly approved by the Companysecurities, or (biii) Parent with respect to which such Shareholder Party has hedged its position by selling covered call options. This ownership information provided to Merrimack will be kept strictly confidential, unless required to be disclosed pursuant to applicable laws and Merger Sub from entering into the Merger Agreement and consummating the Mergerregulations, any subpoena, legal process or other legal requirement or in connection with any litigation or similar proceedings in connection with this Agreement.

Standstill. Except Each H&Q Party agrees that except as provided in Section 2.3 belowcontemplated by this Agreement, for a period beginning on date of this Agreement and ending on without the Expiration Time, none prior written consent of the Rollover Shareholder or any Company, it shall not, during the period from the date hereof until expiration of its Affiliates shallthe Third Call Exercise Period (the "Standstill Period"), directly or indirectly: : (ia) acquire, offer to acquire or agree agree, offer, seek or propose to acquire, directly or indirectlycause to be acquired, by purchase or otherwiseownership (including, any but not limited to, beneficial ownership inas defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") of any of the assets or direct or indirect rights to acquire any beneficial ownership in, securities businesses of the Company or any subsidiary thereof; securities of the Company (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect toincluding, or submit a proposal for or offer of (with or without conditions)limitation, any tender debt, equity or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company convertible securities) or any subsidiary thereof; rights or options to acquire any such ownership from any Person; (iiib) seek or propose to influence or control the management or policies of the Companymake, make or in any way participateparticipate in, directly or indirectly, in any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) to vote any voting securities of the Company or any subsidiary thereofconsents, or seek to advise or influence in any person manner whatsoever any Person with respect to the voting of any voting securities of any of the Company or any subsidiary thereof; Company; (ivc) form, join, become or in any way participate in a member "group" (within the meaning of Section 13d(3) of the Exchange Act) with respect to any voting securities of the Company, except that each H&Q Party shall be permitted to participate in the group, that filed the Schedule 13D for the purpose of complying with the terms of this Agreement; (d) arrange, or in any way participate in, any financing for the purchase of any voting securities or securities convertible or exchangeable into exercisable for any voting securities or assets of the Company; (e) otherwise act, whether alone or in concert with others, to seek to propose to the Company, or any of its officers, directors, employees or stockholders, any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or otherwise encourage act, whether alone or in concert with others, to seek to control, change or influence the formation ofmanagement, shareholders, Board of Directors, or policies of the Company, or nominate any Person as a “group” director of the Company; (f) solicit, negotiate with, or provide any information to, any Person with respect to a merger, business combination, exchange offer or liquidation involving the Company or any other acquisition of the Company, any acquisition of securities of or all or any portion of the assets of the Company or any other similar transaction; (g) make any proposal to be considered and/or voted upon at any meeting the stockholders of the Company, or discuss or communicate with respect to any matter related to the business and affairs of the Company with the stockholders (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3any H&Q Party) of the Exchange ActCompany; (h) announce an intention to, in connection or enter into any discussion, negotiations, arrangements or understandings with any third party with respect to, any of the foregoing matters; (i) disclose any intention, plan or arrangement inconsistent with any of the foregoingforegoing provisions; or (j) advise, assist, encourage or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or participate with any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities Person in connection with action inconsistent with any of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerforegoing provisions.

Standstill. Except (i) During the Standstill Period (as provided in Section 2.3 defined below), for a period beginning on date of this except as expressly contemplated by the Stock Purchase Agreement and ending on the Expiration Timerelated transactions in connection therewith, none of the Rollover Shareholder or Investor shall not, and shall not permit any of its Affiliates shallsubsidiaries to, directly without the prior written consent of the Company, (A) effect or indirectly: propose (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase whether publicly or otherwise) to effect, or announce any beneficial ownership intention to effect or cause or participate in, or direct (B) facilitate or indirect encourage any other Person to effect or propose (whether publicly or otherwise) to effect or participate in, (1) except pursuant to the terms of this Agreement, any acquisition of any capital stock or rights or options to acquire any capital stock (or beneficial ownership in, securities thereof) of the Company in connection with or for purposes of changing the control of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to influencing the extent required by U.S. federal or state securities laws management, the Board or the rules and regulations promulgated thereunder for fundamental policies of the purpose of pursuing the MergerCompany; (2) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, merger or other business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek of its subsidiaries, or propose to influence or control the management or policies assets of the Company, make Company or in any way participate, directly or indirectly, in of its subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiaries; (3) any “solicitation” of “proxies” (as such terms are used in the proxy rules of promulgated under the Securities and Exchange Commission Act of 1934, as amended (the United States“Exchange Act) by the SEC) or consents to vote any voting securities of the Company, in favor of the removal by the stockholders of the Company of any member or members of the Board (other than the Investor Director) or to vote in opposition to any subsidiary thereofproposal to be made to the stockholders of the Company that has been duly adopted and approved by the Board; (4) calling, or seek seeking to advise or influence any person call, a meeting of the stockholders of the Company with respect to the voting of any voting securities of the Company matters set forth in Section 11(e)(i)(1), Section 11(e)(i)(2) or any subsidiary thereof; Section 11(e)(i)(3) above, or (iv5) formforming, join, become a member of joining or in any way participate in, or otherwise encourage the formation of, participating in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any securities of the Company or otherwise acting in concert with any Person in respect of any such securities, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision ofmatters set forth in Section 11(e)(i)(1), Section 11(e)(i)(2), or take 11(e)(i)(3) above. (ii) During the Standstill Period, the Investor shall use its best efforts to cause its direct parent entity not to undertake any action challenging of the enforceability or validity of, this paragraph actions set forth in Section 11(e)(i) above without the prior written consent of the Company. (including this sentence). For the avoidance iii) The provisions of doubt, nothing in this Section 2.2 or 11(e) shall not apply at any other provision time that the Company is not in compliance with its obligations under Sections 10(a) and (b) above. “Standstill Period” shall mean the period from the date hereof until the earlier of (A) the fourth anniversary of the Closing Date, and (B) the occurrence of an Investor Rights Termination Event. In addition, the Standstill Period shall be suspended, and the restrictions of this Agreement Section 11(e) shall prohibit (a) not apply, upon the Rollover Shareholder from acquiring securities failure of any nominee of Investor to be elected as the Investor Director to the Board within 60 calendar days following any annual or special meeting of stockholders of the Company as a result at which an Investor nominee stood for election but was nevertheless not elected, provided that the Standstill Period shall resume and the restrictions of any share splitthis Section 11(e) shall apply, combination, recapitalization from and after the date that such nominee of Investor (or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved an alternate nominee designated by the Company, Investor) is elected or (b) Parent and Merger Sub from entering into appointed to the Merger Agreement and consummating Board as the MergerInvestor Director.

Standstill. Except as provided in Section 2.3 belowSubject to the provisions of the sentence next following, for a period beginning on the Investor agrees that until the one year anniversary of the date of this Agreement and ending on the Expiration TimeAgreement, none of the Rollover Shareholder or Investor, Rothschild, any of their officers, members, partners, stockholders or subsidiaries and its Affiliates shall, directly or indirectly: shall (ia) acquire, offer to acquire acquire, or agree to acquire, directly or Investment Agreement 28 indirectly, by purchase or otherwise, or sell short, any beneficial ownership insecurities, or direct or indirect rights or options to acquire any beneficial ownership insecurities, direct or indirect rights or options to acquire any securities, or securities or instruments convertible into voting securities, of the Company; provided, however, that the foregoing shall not prohibit the acquisition of securities of the Company or any subsidiary thereof; in an amount that does not exceed the Ownership Limit, as defined in the Charter, (iib) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect tomake, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, 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 of the Securities and Exchange Commission of the United StatesSEC) to vote any voting securities of the Company or any subsidiary thereofCompany, or seek to advise or influence any person or entity with respect to the any voting of any voting securities of the Company or any subsidiary thereof; Company, (ivc) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “"group” (other than with the Other Rollover Shareholders (as defined below)) " within the meaning of Section 13(d)(3) of the Exchange Act, with respect to any voting securities of the Company, (d) make any public announcement with respect to or make or submit a proposal or offer (with or without conditions) for the securities or assets of the Company or any extraordinary transaction involving the Company or any of its Subsidiaries, (e) submit or effect any filing or application, or seek to obtain any permit, consent or agreement, approval or other action, required by or from any regulatory agency with respect to an acquisition of the Company or any of its securities or assets, (f) otherwise act alone or in connection concert with others to seek to control the management, board of directors or policies of the Company; or (g) propose any of the foregoing; foregoing unless and until such proposal is specifically invited by the Company. Based on the representations of Rothschild to the Company that Affiliates of Rothschild (which representation Rothschild hereby reaffirms) not under control of Rothschild have no access to any of the internal information or (v) publicly request files of Rothschild and receive no information, recommendations or advice from Rothschild, the Other Rollover Shareholders Company agrees that the prohibitions of the preceding sentence shall not apply to amend or waive any provision ofAffiliates of Rothschild that are not under the control of Rothschild and are engaged in the regular business of trading in publicly-traded securities, so long as such affiliates have not received, or take been given access to, any action challenging of the enforceability Confidential Information and have not received any instructions, recommendations or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing advice pertaining to an investment in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities control of the Company as a result of from any share split, combination, recapitalization or other similar transaction in or party having access to any of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerConfidential Information.

Standstill. Except Recipient’s Beneficial Ownership of the Company’s capital stock as provided in Section 2.3 belowof the Effective Date is set forth on Schedule A attached hereto. Recipient agrees that, for a period beginning on of one year after the date of this Agreement and ending on (the Expiration Time“Standstill Period”), none unless specifically invited in writing by Provider, neither it nor any of its respective Representatives, will in any manner, directly or indirectly: (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of any securities (or beneficial ownership thereof) or all or substantially all of the Rollover Shareholder assets of Provider or any of its Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; subsidiaries, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, merger or other business combination involving Provider or any of its subsidiaries, (iii) any recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company with respect to Provider or any subsidiary thereof; of its subsidiaries, or (iiiiv) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; Provider; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined belowunder the 0000 Xxx) with respect to the securities of Provider; (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 Provider or its securities or assets; (d) within otherwise act, alone or in concert with others, to seek to control or influence the meaning management, Board of Section 13(d)(3Directors or policies of Provider; (e) take any action which might force Provider to make a public announcement regarding any of the Exchange Act, types of matters set forth in connection (a) above; or (f) enter into any discussions or arrangements with any third party with respect to any of the foregoing; . Recipient also agrees during the Standstill Period not to request Provider (or (v) publicly request the Other Rollover Shareholders its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph Section 9 (including this sentence). For the avoidance of doubt, nothing Recipient further agrees that unless otherwise directed by Provider in this Section 2.2 or any other provision of this Agreement shall prohibit writing (ai) the Rollover Shareholder from acquiring securities of all communications with the Company as regarding a result of any share splitPossible Transaction, combination(ii) requests for additional information, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Companyfacility tours, or management meetings, and (biii) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerdiscussions or questions regarding procedures with respect to a Possible Transaction, will be submitted or directed by Recipient or its Representatives only to Xxxxx Xxxxxxxx of Xxxxxxx Xxxxx & Co., as Provider’s financial advisor, or a person or persons designated in writing by Xx. Xxxxxxxx.

Standstill. Except as provided in Section 2.3 below(a) During the Standstill Period, for a period beginning on date of this Agreement each Driver Party shall not, and ending on the Expiration Time, none of the Rollover Shareholder or any of its Affiliates shallshall cause their respective Representatives to not, directly or indirectly: : (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) proposal with respect to, or submit a proposal for offer, seek, propose, or offer 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 without conditions), any of its subsidiaries or (C) any form of tender or exchange offeroffer for shares of Voting Securities, merger, recapitalization, reorganization, business combination whether or other extraordinary not such transaction involving the Company or any subsidiary thereof; involves a Change of Control (iiias defined below) seek or propose to influence or control the management or policies of the CompanyCorporation; (ii) engage in, make 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 way participateother 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,” of “proxies” (as such terms are used defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the rules of the Securities and Exchange Commission of the United States) Act, to vote any voting securities of the Company Corporation (including, but not limited to, initiating, encouraging or participating in any “withhold” or similar campaign); (iii) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including beneficial ownership) of any securities of the Corporation, 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 subsidiary thereofassets or liabilities of the Corporation; (iv) advise, encourage, or seek to advise or intentionally influence any person Person with respect to the voting disposition of any voting securities of the Company Corporation; (v) take any action in furtherance of or make any subsidiary thereof; proposal or request that such Driver Party knows, or should reasonably expect to know, constitutes or would result in: (ivA) advising, controlling, changing, or influencing any director or employee of the Corporation, including, but not limited to, any plans or proposals to change the number or terms of the Corporation directors or to fill any vacancies on the Board, except as set forth in this Agreement, (B) any material change in the capitalization, stock repurchase programs, or practices or dividend policy of the Corporation, (C) any other material change in the Corporation’s management, business, or corporate structure, (D) seeking to have the Corporation waive or make amendments or modifications to the By-Laws or the Articles of Incorporation (each as defined below), or other actions that may impede or facilitate the acquisition of control of the Corporation by any Person, (E) causing a class of securities of the Corporation 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 Corporation to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act and the rules promulgated thereunder; (vi) communicate with shareholders of the Corporation or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; (vii) act, including, but not limited to, making public announcements or speaking to reporters or members of the media (whether “on the record” or on “background” or “off the record”), to seek to influence the Corporation’s shareholders, management, or the Board with respect to the Corporation’s policies, operations, balance sheet, capital allocation, marketing approach, business configuration, Extraordinary Transactions, or strategy or to obtain representation on the Board or seek the removal of any director in any manner, except as expressly permitted by this Agreement; (viii) call or attempt to call, or request the call of, alone or in concert with others, any meeting of shareholders, whether or not such a meeting is permitted by the By-Laws, including, but not limited to, a “town hall meeting”; (ix) attempt to, 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 Corporation or seek, encourage or take any other action with respect to the election or removal of any directors; (x) form, join, become a member of maintain or in any other way participate in, or otherwise encourage the formation of, a in any “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Security; (xi) demand a copy of the Corporation’s list of shareholders or its other books and records or make any request pursuant to Rule 14a-7 under the Exchange Act or under any statutory or regulatory provisions of Pennsylvania providing for shareholder access to books and records (including, but not limited to, lists of shareholders) of the Corporation; (xii) make any request or submit any proposal to amend or waive the terms of this Section 8 other than through non-public communications with the Corporation that would not be reasonably likely to trigger public disclosure obligations for any Party; (xiii) engage any private investigations firm or other Person to investigate any of the Corporation’s directors or officers; (xiv) disclose in connection a manner that could reasonably be expected to become public any intent, purpose, plan or proposal with respect to any director or the Corporation’s management, policies, strategy, operations, financial results or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; or (xv) enter into any discussions, negotiations, agreements, or understandings with any Person with respect to any action the Driver Parties are prohibited from taking pursuant to this Section 8, 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 this Section 8, the Driver Parties shall not be prohibited or restricted, during the time that any of the Driver Parties continues to be a shareholder of the Corporation, from: (A) communicating privately with the Board or any officer or director of the Corporation, 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 by any of the Driver Parties or their respective Affiliates, the Corporation or its Affiliates or any Third Party (as defined below), subject in any case to any confidentiality obligations to the Corporation of any such director or officer and applicable law, rules or regulations; (B) taking any action necessary to comply with any law, rule, or regulation or any action required by any Governmental Authority that has, or may have, jurisdiction over any Driver Party, provided that a breach by such Parties of this Agreement is not the cause of the applicable requirement; or (vC) privately communicating to any of their investors factual information regarding the Corporation, provided such communications are subject to reasonable confidentiality obligations and are not otherwise reasonably expected to be publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence)disclosed. For the avoidance of doubt, nothing Nothing in this Section 2.2 8 shall be construed to prevent or restrict the identification and appointment of the Third New Director pursuant to Section 1. (b) The Driver Parties and the Corporation acknowledge that, other than as restricted by the terms in this Agreement or applicable law, the Driver Parties shall conduct themselves as, and be treated as, any other shareholder, with similar shareholder rights and access to management and the Board. The Driver Parties shall not have or claim any information rights beyond those afforded to all other shareholders (other than as limited or otherwise restricted by this Section 8) and acknowledge the Corporation’s Regulation FD obligations. (c) During the Standstill Period, each Driver Party shall refrain from taking any actions which could reasonably be expected to have the effect of encouraging, assisting, or influencing other shareholders of the Corporation or any other provision of Persons to engage in actions which, if taken by such Party, would violate this Agreement shall prohibit Agreement. (ad) During the Rollover Shareholder from acquiring securities Standstill Period, each of the Company as a result of Driver Parties agrees not to, and to cause their respective Representatives to not, comment publicly about any share split, combination, recapitalization or other similar transaction in or director of the securities of Corporation or the Company if such share splitCorporation’s management, combinationpolicies, recapitalization or other similar transaction has been duly approved by the Companystrategy, operations, financial results, or (b) Parent and Merger Sub from entering into affairs or any transactions involving the Merger Agreement and consummating the MergerCorporation or any of its subsidiaries, except as expressly permitted by this Agreement.

Standstill. Except as provided in Section 2.3 below, for a period beginning on date of this Agreement and ending on the Expiration Time, none of the Rollover Shareholder Shareholders or any of its their respective Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Forms 3, 4 or 5 or Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Mergerthereunder) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other other Rollover Shareholders (as defined below)Shareholders) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the any Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 below, for (a) For a period beginning on date of this Agreement commencing from and after the Closing and ending on the Expiration Time, none first anniversary of the Rollover Shareholder date of this Agreement, the Seller shall not, without the prior written consent of the Company or any its board of its Affiliates shall, directly or indirectlydirectors: (i) acquire, offer to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, voting securities or direct or indirect rights to acquire any beneficial ownership in, voting securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for any successor to or offer person in control of (with the Company, or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving assets of the Company or any subsidiary thereofor division thereof or any such successor or controlling person; (iiiii) seek or propose to influence or control the management or policies of the Companymake, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereofSEC), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company; (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 subsidiary thereofof its securities or assets; (iv) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of in Section 13(d)(3) of the Exchange Act, Act in connection with any of the foregoingforgoing; (v) otherwise act or seek to control or influence the management, board of directors or policies of the Company; (vi) 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 (i) through (v) above; or (vvii) publicly request the Other Rollover Shareholders Company or any of its Representatives, directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 3.4. (b) Seller hereby represents and warrants to the Company as of the Closing Date it has no subsidiaries or any other provision of this Agreement shall prohibit controlled affiliates. Should within the period referred to in clause (a) above the Rollover Shareholder from acquiring securities Seller have a subsidiary or controlled affiliate, the Seller shall cause each such subsidiary or controlled affiliate to comply with the provisions of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or clause (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergera).

Standstill. Except as provided in Section 2.3 belowUnless otherwise required by law, for a period beginning on from the date of this Agreement and ending on hereof through the Expiration Time, none end of the Rollover Shareholder Severance Period, without the Company’s prior written consent, the Employee will not, herself or through any affiliate, representative or other person, acting alone or as part of its Affiliates shalla “group” (within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934), directly or indirectly: (i) acquireeffect or seek, offer to acquire or agree to acquire, directly or indirectly, by purchase propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of all or substantially all of the securities (or beneficial ownership in, thereof) or direct or indirect rights to acquire any beneficial ownership in, securities assets of the Company ARC or any subsidiary thereofof its subsidiaries; (iiB) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, offer or merger or other business combination involving ARC or any of its subsidiaries; (C) any recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company with respect to ARC or any subsidiary thereofof its subsidiaries; or (iiiD) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission Commission) with respect to any securities of the United States) ARC, including without limitation to vote any voting securities of the Company ARC or any subsidiary thereof, to provide or seek to advise withhold consents or influence any person agent designations with respect to the voting of any voting securities of the Company or any subsidiary thereof; ARC, (ivii) form, joinadvise, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, group in connection with the types of matters set forth in (i) above, (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ARC or any of its subsidiaries, (iv) take any action which might force ARC to make a public announcement regarding any of the types of matters set forth in (i) above, (v) publicly announce any intention, plan or arrangement inconsistent with the foregoing, or (vi) enter into any discussions, arrangements or agreements with any third party relating to any of the foregoing; . The Employee also agrees during such period not to request ARC (or (v) publicly request the Other Rollover Shareholders its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 belowA. During the ten-year period commencing with the Closing, for a period beginning on date without the prior written consent of this Agreement and ending on the Expiration TimeSK, none of the Rollover Shareholder or SV agrees that it shall not, nor shall it permit any of its Affiliates shallto (nor shall SV agree, directly or indirectly: (i) acquireadvise, assist, encourage or provide financing to others, or permit its Affiliates to agree, or to advise, assist, encourage or provide financing to others, to), individually or collectively: i. acquire or offer to acquire or agree to acquireacquire from any individual, partnership, joint venture, corporation, trust, unincorporated organization or other entity or government or any department or agency thereof (each, a "Person"), directly or indirectly, by purchase purchase, merger, through the acquisition of control of another Person, by joining a partnership, limited partnership or other "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or otherwise, any beneficial ownership inin excess of 1.0% of any equity securities of SK, or direct or indirect rights (including convertible securities) or options to acquire any such beneficial ownership in, securities of the Company (or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) otherwise act in concert with respect toto any such securities, rights or submit a proposal for options with any Person that so acquires, offers to acquire or offer of (with agrees to acquire such securities, rights or without conditionsoptions); or ii. make, any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participateparticipate in, directly or indirectly, in any “"solicitation” " of “"proxies” " to vote (as such terms are used in the rules Regulation 14A promulgated under the Exchange Act), become a "participant" in any "election contest" (as such terms are defined in Rule 14A-11 promulgated under the Exchange Act) or initiate, propose or otherwise solicit stockholders of SK for the Securities and Exchange Commission approval of the United States) to vote any voting securities of the Company or any subsidiary thereofstockholder proposals, or seek to advise or influence any person in each case with respect to the voting of any voting securities of the Company or any subsidiary thereofSK; (iv) or iii. form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “"group” " (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of SK; or iv. deposit any securities of SK into a voting trust, or subject any securities of SK to any agreement or arrangement with respect to the voting of such securities, or other agreement or arrangement having similar effect; or v. alone or in concert with others, seek, or encourage or support any effort, to control the management, Board of Directors, business, policies, affairs or actions of SK; or vi. request, in connection with any of the foregoing; way which will require or result in a public disclosure, SK (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other directors, officers, employees or agents of SK), directly or indirectly, to amend, waive or modify any provision of this Agreement Section 4. B. For purposes hereof, "Affiliates" shall prohibit mean as applied to any Person means any other Person directly or indirectly controlled by that Person. The term "control" (aincluding, with correlative meanings, the term "controlled") as applied to any Person, means the Rollover Shareholder from acquiring securities possession, directly or indirectly, of the Company as power to vote fifteen percent (15%) or more of the voting stock (or in the case of a result Person which is not a corporation, fifteen percent (15%) or more of any share splitthe ownership interest, combinationbeneficial or otherwise) of such Person or otherwise, recapitalization jointly or with other directors and/or executives, to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting stock or other similar transaction in ownership interest, by contract or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerotherwise.

Standstill. Except as provided in Section 2.3 below, for a (a) For the period beginning (the “Standstill Period”) commencing on the date of this Agreement hereof and ending on the Expiration TimeJune 30, none of the Rollover Shareholder or any of 2009, no Subject Stockholder shall, and each Subject Stockholder shall cause its Affiliates shallnot to, unless expressly agreed in writing, in advance, by Company, directly or indirectly: , in any manner whatsoever: (i1) acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to acquire sell or agree to acquire, or enter into any arrangement or undertaking to acquire, directly or indirectly, by purchase purchase, or otherwise, any beneficial ownership in, record or direct or indirect rights to acquire any beneficial ownership in, interest in any Standstill Securities or other securities of the Company or any subsidiary thereof; of its Subsidiaries or any direct or indirect rights, warrants or options to acquire record or direct or indirect beneficial ownership of any securities or assets of the Company or any of its Subsidiaries; (ii2) make make, effect, initiate, cause or participate in any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect totake-over bid, or submit a proposal for or offer of (with or without conditions)tender offer, any tender or exchange offer, merger, consolidation, business combination, recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company or any subsidiary thereof; of its Subsidiaries; (iii3) seek other than as a director or propose to influence or control the management or policies officer of the Company, make solicit, make, effect, initiate, cause, or in any way participate in, directly or indirectly, any solicitation of proxies or consents from any holders of any securities of Company or any of its Subsidiaries or call or seek to have called any meeting of stockholders of Company or any of its Subsidiaries; (4) form, join or participate in, or otherwise encourage the formation of, any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any securities of Company or any of its Subsidiaries that are not Standstill Securities; (5) arrange, facilitate, or in any way participate, directly or indirectly, in any “solicitation” financing for the purchase of “proxies” any securities Company or any of its Subsidiaries that are not Standstill Securities; (as such terms are used in 6) (A) act, directly or indirectly, to seek control or direct the rules board of the Securities and Exchange Commission of the United States) to vote any voting securities directors, stockholders, policies or affairs of the Company or any subsidiary thereofof its Subsidiaries; (B) solicit, or propose, seek to advise effect or influence negotiate with any person other Person with respect to any form of business combination transaction involving Company or any take-over bid, tender, exchange offer, merger, consolidation, recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction involving Company or any of its Subsidiaries; or (C) disclose an intent, purpose, plan or proposal with respect to an acquisition of Company, or any securities or assets of Company or any of its Subsidiaries that are not Standstill Securities; Notwithstanding anything to the voting of contrary in this Section 2.3, each Subject Stockholder shall be permitted to sell its Equity Securities in any voting securities Sale of the Company or any subsidiary thereof; that has been approved by the board of directors of Company and which recommendation has not been withdrawn. (ivb) form, join, become a member of or in any way participate in, or otherwise encourage Notwithstanding anything to the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing contrary in this Section 2.2 2.3, the Subject Stockholders shall be permitted during the period commencing on the Effective Date and ending on June 30, 2009 to purchase Standstill Securities subject to the compliance with each of the following conditions: (1) prior to June 30, 2009 the Subject Stockholders shall not purchase Standstill Securities that cause their total ownership of Company common stock to equal or any other provision exceed 50% of this Agreement the outstanding shares of common stock of the Company; (2) during the period commencing on the Effective Date and ending on June 30, 2009 the Subject Stockholders shall prohibit not spend more than $1 million to purchase outstanding shares of common stock of the Company; (a3) prior to June 30, 2009 the Subject Stockholders shall suspend open market purchases of the Company’s common stock if the Company commences a public offering of securities; and (4) the Rollover Shareholder from acquiring securities of Subject Stockholders and the Company as shall issue a result press release that publicly discloses the Amendment prior to commencement of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved purchases by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerSubject Stockholders which are permitted by this Amendment.

Standstill. Except as provided in Section 2.3 belowEach Company agrees that, for a period beginning on of fourteen (14) months after the date of this Agreement and ending on (the Expiration Time“Standstill Period”), none unless specifically invited in writing by the other Company, neither it nor any of its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) or Representatives (acting in any capacity other than as an advisor in any of the Rollover Shareholder following cases) will in any manner, directly or indirectly: (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of any securities (or beneficial ownership thereof) or assets of the other Company or any of its Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; subsidiaries, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, merger or other business combination involving the other Company or any of its subsidiaries, (iii) any recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving with respect to the other Company or any subsidiary thereof; of its subsidiaries, or (iiiiv) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; other Company; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)under the 0000 Xxx) within with respect to the meaning of Section 13(d)(3) securities of the Exchange Actother 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 or assets; (d) otherwise act, alone or in connection 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; or (v) publicly . Each Company also agrees during the Standstill Period not to request the Other Rollover Shareholders other Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph Section 8 (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Subject to Section 2.3 below3.04, for a period beginning on date of this Agreement and ending on the Expiration Time, none no member of the Rollover Shareholder or any of its Affiliates ----------- TDF Group shall, directly without the prior written consent of the Board (not to be unreasonably withheld or indirectly: delayed): (ia) except as permitted under the Transaction Documents, acquire, offer to acquire acquire, or agree to acquire, by purchase, gift or otherwise, the beneficial ownership of any Voting Securities of the Company if the TDF Group Interest upon the consummation thereof would be greater than the Relevant Percentage, except pursuant to a stock split, stock dividend, rights offering, recapitalization, reclassification or similar transaction; (b) except as contemplated by the Transaction Documents, publicly propose that TDF or any member of the TDF Group enter into, directly or indirectly, by purchase any Business Combination involving the Company or otherwisepropose to purchase, any beneficial ownership indirectly or indirectly, or direct or indirect rights to acquire any beneficial ownership in, securities a material portion of the assets of the Company or any subsidiary thereof; (ii) Subsidiary of the Company, or make any public announcement such proposal privately (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a such proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of CTSH and its assets) if it would reasonably be expected to require the Company or any subsidiary thereof; to make a public announcement regarding such proposal; (ivc) formmake, join, become a member of or in any way participate in, directly or otherwise encourage the formation ofindirectly, a “group” (other than with the Other Rollover Shareholders any "solicitation" of "proxies" (as defined below)) within the meaning of Section 13(d)(3) of such terms used in Regulation 14A promulgated under the Exchange Act) to vote or consent with respect to any Voting Securities of the Company in opposition to the recommendation of a Special Majority Vote of the Board or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) in opposition to the recommendation of a Special Majority Vote of the Board; (d) act in concert with any person for the purposes prohibited by subparagraph (a) or (b) above; (e) except in accordance with the terms of the Stockholders Agreement, seek election to or seek to place a representative on the Board or seek the removal of any member of the Board; (i) solicit, seek to effect, negotiate with or provide nonpublic information to any other person with respect to or (ii) otherwise make any public announcement or proposal whatsoever with respect to, any form of business combination (with any person) involving a change of control of the Company or the acquisition of a substantial portion of the Voting Securities and/or Equity Securities or assets of the Company or any Subsidiary of the Company (except, in connection with any the case of CTSH and its Subsidiaries, as permitted under Section 5.01 or the CTSH Shareholders Agreement), including a merger, consolidation, tender offer, exchange offer or liquidation of the foregoingCompany assets, or any restructuring, recapitalization or similar transaction with respect to the Company or any Subsidiary of the Company; or or (vg) publicly request the Other Rollover Shareholders to amend disclose any intention, plan or waive any provision ofarrangement, or take provide advice or assistance to any action challenging person, inconsistent with the enforceability foregoing. If TDF or validity ofany member of the TDF Group owns or acquires any Voting Securities in violation of this Agreement, such Voting Securities shall immediately be disposed of to persons who are not members of the TDF Group in compliance with the provisions of this paragraph Agreement (including this sentence). For but, for the avoidance of doubt, nothing in this Section 2.2 if at any time the TDF Consolidated Group Interest or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of TDF Group Interest, as applicable, is increased to more than the Company Relevant Percentage as a result of a repurchase of Voting Securities by the Company or any share split, combination, recapitalization or other similar transaction change in or the Company's capitalization no Voting Securities shall be required to be disposed of by any member of the securities of TDF Group); provided that the Company if may also -------- pursue any other available remedy to which it may be entitled as a result of such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerviolation.

Standstill. Except as provided in Section 2.3 belowSubject to the provisions of the sentence next ---------- following, for a period beginning on the Investor agrees that until the one year anniversary of the date of this Agreement and ending on the Expiration TimeAgreement, none of the Rollover Shareholder or Investor, Rothschild, any of their officers, members, partners, stockholders or subsidiaries and its Affiliates shall, directly or indirectly: shall (ia) acquire, offer to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, or sell short, any beneficial ownership insecurities, or direct or indirect rights or options to acquire any beneficial ownership insecurities, direct or indirect rights or options to acquire any securities, or securities or instruments convertible into voting securities, of the Company; provided, however, that the foregoing shall not -------- ------- prohibit the acquisition of securities of the Company or any subsidiary thereof; in an amount that does not exceed the Ownership Limit, as defined in the Charter, (iib) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect tomake, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, 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 of the Securities and Exchange Commission of the United StatesSEC) to vote any voting securities of the Company or any subsidiary thereofCompany, or seek to advise or influence any person or entity with respect to the any voting of any voting securities of the Company or any subsidiary thereof; Company, (ivc) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “"group” (other than with the Other Rollover Shareholders (as defined below)) " within the meaning of Section 13(d)(3) of the Exchange Act, with respect to any voting securities of the Company, (d) make any public announcement with respect to or make or submit a proposal or offer (with or without conditions) for the securities or assets of the Company or any extraordinary transaction involving the Company or any of its Subsidiaries, (e) submit or effect any filing or application, or seek to obtain any permit, consent or agreement, approval or other action, required by or from any 23 Investment Agreement regulatory agency with respect to an acquisition of the Company or any of its securities or assets, (f) otherwise act alone or in connection concert with others to seek to control the management, board of directors or policies of the Company; or (g) propose any of the foregoing; foregoing unless and until such proposal is specifically invited by the Company. Based on the representations of Rothschild to the Company that Affiliates of Rothschild (which representation Rothschild hereby reaffirms) not under control of Rothschild have no access to any of the internal information or (v) publicly request files of Rothschild and receive no information, recommendations or advice from Rothschild, the Other Rollover Shareholders Company agrees that the prohibitions of the preceding sentence shall not apply to amend or waive any provision ofAffiliates of Rothschild that are not under the control of Rothschild and are engaged in the regular business of trading in publicly-traded securities, so long as such affiliates have not received, or take been given access to, any action challenging of the enforceability Confidential Information and have not received any instructions, recommendations or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing advice pertaining to an investment in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities control of the Company as a result of from any share split, combination, recapitalization or other similar transaction in or party having access to any of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerConfidential Information.

Standstill. Except (a) For so long as provided in Section 2.3 belowthe Purchaser Beneficially Owns Shares representing at least twenty five percent (25%), for a period beginning on date of this Agreement and ending on the Expiration Timean as-converted basis, none of the Rollover Shareholder or any Shares issued to the Purchaser pursuant to this Agreement, on an as-converted basis, without the prior written consent of the Company, the Purchaser shall not, and shall cause its Affiliates shallnot to, directly or indirectly: : (i1) acquire, offer to acquire or agree or make a proposal to acquireacquire Beneficial Ownership of Common Stock or any Derivative Instruments with respect to Common Stock, except pursuant to share splits, reverse share splits, share dividends or distributions, or combinations or any similar recapitalizations on or after the date hereof or offerings made available to holders of Common Stock generally on a pro rata basis including; (2) effect or seek, offer or propose to effect, or announce any intention to effect or cause or participate in (A) any acquisition of any securities (or beneficial ownership thereof) or material assets of the Company or any of its Affiliates, including rights or options to acquire such ownership, in connection with any “change of control” of the Company; (B) initiate or propose any merger, tender offer, business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change of control of, the Company or any of its Subsidiaries; (C) any shareholder proposal (including any precatory proposal) to be considered by the stockholders of the Company, or take any action to nominate any person for membership on the Board of Directors, or take any action to remove any director (other than the Purchaser Board Representative) from the Board of Directors of the Company or to change the composition of the board of directors of the Company or (D) make, or in any way participate in, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereofvote, or seek to advise or influence any person with respect to the voting of, Shares, or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to Common Stock; provided that the foregoing shall not restrict the Purchaser’s right to vote its Common Stock in its sole discretion; (3) deposit any Common Stock into a voting trust or subject Common Stock to any proxy, arrangement or agreement with respect to the voting of such securities or other agreement having a similar effect (other than a proxy provided to the management of the Company in connection with an annual or special meeting of shareholders); (4) initiate or propose a call for any voting special meeting of the Company’s shareholders; (5) otherwise act, alone or in concert with others, to seek or propose to influence, advise, change or control the management, Board of Directors, governing instruments or policies of the Company or any of its Subsidiaries; (6) 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; (7) form, join or in any way participate in any “group” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; (8) disclose any intention, plan, proposal or arrangement inconsistent with any of the foregoing; (9) advise, assist, knowingly encourage or direct any other person to do any of the foregoing, or act as a financing source for or otherwise invest in any person in connection with such person doing any of the foregoing; (10) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of a transaction with you or any of your affiliates or any of the other events described in this paragraph; or (11) take any action challenging the validity or (v) publicly enforceability of this paragraph, or request the Other Rollover Shareholders Company amend or waive any provision of this paragraph (including this clause (11)), provided, that the Purchaser may make confidential requests to the Company to amend or waive any provision of, or take any action challenging of the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing limitations set forth in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of 5.4(a), 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 the public disclosure thereof by any person. (b) The prohibition in Section 5.4(a)(1) shall not apply in connection with acquisitions made as a result of any a share split, combinationshare dividend, recapitalization or other similar transaction in or of the securities of the Company if such share splitreorganization, recapitalization, reclassification, combination, recapitalization exchange of shares or other similar transaction has been duly approved by like change and shall not restrict (1) the Companyability of the Purchaser Board Representative to vote or from otherwise exercising his or her fiduciary duties, (2) the Purchaser’s ability to vote, Transfer, convert or (b) Parent and Merger Sub from entering into otherwise exercise rights under its Shares subject to the Merger Agreement and consummating the Mergerexpress obligations hereof.

Standstill. Except as provided in Section 2.3 belowSubject to the provisions of the License Agreement, during the term of the License Agreement and for a period beginning on date of this Agreement five (5) years following its termination, Consultant agrees that, and ending on agrees to cause his affiliates to agree that, without the Expiration Time, none prior approval of a majority of the Rollover Shareholder Board, they will not singly or as part of (i) any partnership, limited partnership or syndicate or (ii) any other group of its Affiliates shallpersons or entities acquiring, holding, voting or disposing of any security which would be required under Section 13(d) of the Exchange Act (as defined below) and the rules and regulations thereunder to file a statement on Schedule 13D with the SEC as a “person” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act” and such group, a “13D Group”), (a) directly or indirectly: (i) , acquire, propose to acquire, or publicly announce or otherwise disclose an intention to propose to acquire, or offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire of any beneficial ownership in, securities of the Company or any subsidiary Subsequent Fund (“Company Securities”); (b) deposit (either before or after the date of the execution of the License Agreement) any Company Securities in a voting trust or subject any Company Securities to any similar arrangement or proxy with respect to the voting thereof; (iic) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect tomake, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies,” or become a “Participant” in a “solicitation” (as such terms are used in Regulation 14A under the rules of the Securities and Exchange Commission of the United StatesAct) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to vote against any proposal or director nominee recommended to the voting of any voting securities shareholders of the Company or any subsidiary thereofof its subsidiaries by at least a majority of the Board; (ivd) form, join, become a member of join or in any way participate in, in a 13D Group with respect to any Company Securities; (e) commence (including by means of proposing or publicly announcing or otherwise encourage disclosing an intention to propose, solicit, offer, seek to effect or negotiate) a merger, acquisition or other business combination transaction relating to the formation of, Company; (f) initiate a “groupproposal,” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of such term is used in Rule 14a-8 under the Exchange Act, “propose,” or otherwise solicit the approval of, one or more stockholders for a “proposal” or induce or attempt to induce any other person to initiate a “proposal;” (g) otherwise act, alone or in connection concert with any others, to seek to control or influence the management, the Board or policies of the foregoingCompany; or (vh) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any other action challenging to seek or effect control of the enforceability or validity of, this paragraph (including this sentence)Company other than in a manner consistent with the terms of the License Agreement. For the avoidance of doubt, nothing in this Section 2.2 or any other provision purposes of this Agreement shall prohibit Agreement, “Subsequent Fund” means any public closed-end management investment company (aincluding, but not limited to, a business development company) that succeeds to or otherwise continues the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved business currently conducted by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 belowEmployee agrees that, for a period beginning on of three (3) years from the date of this Agreement and ending on the Expiration TimeAgreement, none of the Rollover Shareholder or neither Employee nor any of its Affiliates shallEmployee’s affiliates or representatives acting on Employee’s behalf or on behalf of other persons acting in concert with Employee will in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) acquire, offer to acquire any acquisition of any securities (or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership inthereof), or direct rights or indirect rights options to acquire any securities (or beneficial ownership inthereof), securities or any assets, indebtedness or businesses of the Company or any subsidiary thereof; of its subsidiaries or affiliates, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, mergermerger or other business combination involving the Company, any of the subsidiaries or affiliates or assets of the Company or the subsidiaries or affiliates constituting a significant portion of the consolidated assets of the Company and its subsidiaries or affiliates, (iii) any recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving with respect to the Company or any subsidiary thereof; of its subsidiaries or affiliates, or (iiiiv) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of (the United States“SEC”)) or consents to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereofits affiliates; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)under Securities Exchange Act of 1934, as amended) within with respect to the meaning Company or otherwise act in concert with any person in respect of Section 13(d)(3) any securities of the Exchange ActCompany; (c) otherwise act, alone or in connection concert with others, to seek representation on or to control or influence the management, the Board or policies of the Company or to obtain representation on the Board; (d) take any action which would or would reasonably be expected to 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 discussions or arrangements with any third party with respect to any of the foregoing; . Employee also agrees during such period not to request (in any manner that would reasonably be likely to cause the Company to disclose publicly) that the Company or (v) publicly request the Other Rollover Shareholders to any of its representatives, directly or indirectly, amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 below, for a 3.1 During the period beginning on from and after the Closing until 24 months after the date of this Agreement and ending on the Expiration TimeClosing (such period, none of the Rollover Shareholder or “Standstill Term”), neither the Investor nor any of its controlled Affiliates, nor any other Affiliates shallof the Investor acting at the direction of the Investor, directly or indirectly: nor any Representatives of the Investor acting at its direction (icollectively, the “Standstill Parties”) acquire, offer to acquire or agree to acquireshall (and the Investor shall cause its controlled Affiliates and Representatives not to) in any manner, directly or indirectly, except as expressly approved or invited in advance in writing by purchase the Company: (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 knowingly encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any voting securities (or beneficial ownership inthereof) or assets of the Company, or direct or indirect any rights to acquire any beneficial ownership in, such voting securities (including derivate securities representing the right to vote or economic benefit of the Company any such securities) or any subsidiary thereofassets; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, merger or other business combination involving the Company; (iii) any recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose with respect to influence or control the management or policies of the Company, make ; or in any way participate, directly or indirectly, in (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesSEC) or consents to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; Company; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of under the Exchange Act, a “Group”) with respect to any securities of the Company; (c) otherwise act, alone or in connection concert with others, to seek to control or influence the management, Board of Directors or policies of the Company; (d) take any action which would reasonably be expected to legally require the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (v) publicly request . [**]. Notwithstanding anything in this Agreement to the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubtcontrary, nothing in this Section 2.2 or any other provision of this Agreement herein shall prohibit (a) prevent the Rollover Shareholder Investor from acquiring securities communicating to the Chief Executive Officer of the Company as or the Chair of its Board of Directors in a result non-public manner at any time a proposal or offer for, or a request for discussions (including further discussions) regarding, any transaction or activity otherwise prohibited under clause (i) or (ii) of any share splitSection 3.1(a), combination, recapitalization or other similar transaction in or of the securities of provided that such communication would not reasonably be expected to legally require the Company if to make any public announcement or disclosure regarding the existence or receipt of such share split, combination, recapitalization proposal or other similar transaction has been duly approved by the Company, terms or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerconditions thereof.

Standstill. Except as provided Unless approved in Section 2.3 belowadvance in writing by the board of directors of Orchids US, for a period beginning Seller agrees that neither it nor any of its Representatives acting on date behalf of this Agreement and ending on the Expiration Time, none of the Rollover Shareholder or in concert with Seller (or any of its Affiliates shallor Representatives) will, during the Restricted Period, directly or indirectly: (i) in any manner acquire, offer agree to acquire or agree make any proposal or offer to acquire, directly or indirectly, by purchase more than 14.99% of the issued or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, outstanding securities of the Company or any subsidiary thereofOrchids US; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G offer to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participateenter into, directly or indirectly, any merger or business combination involving Orchids US or to purchase, directly or indirectly, a material portion of the property or assets of Orchids US; (iii) directly or indirectly “solicit” or participate or join with any person in the solicitation of any “solicitation” of “proxies” (as such terms are used is defined in the rules Securities Act of the Securities and Exchange Commission of the United States1933 or in Canadian securities laws, as applicable) to vote any voting securities of the Company or any subsidiary thereofvote, or seek to advise or to influence any person with respect to the voting of of, any voting securities of the Company or any subsidiary thereofOrchids US; (iv) form, join, become a member of otherwise act alone or in concert with others to seek to control or to influence the management, the board of directors or policies of Orchids US; (v) make any way participate inprivate or public disclosure of any consideration, intention, plan or otherwise encourage the formation of, a “group” (other than arrangement inconsistent with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) any of the Exchange Actforgoing; (vi) advise, assist or act jointly or in concert with any person in connection with any of the foregoingforgoing; or (vvii) publicly take any action that might require Orchids US to make a public announcement regarding any of the matters addressed in this sentence. Seller further agrees that it will not, without the written consent of the board of directors of Orchids US: (x) request the Other Rollover Shareholders Orchids US or any of its Representatives, directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph Section 6.14 (including this sentence). For ) or (y) take any action which might require Orchids US to make a public announcement regarding the avoidance possibility of doubta business combination, nothing merger or other type of transaction described in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger6.14.

Standstill. Except Each H&Q Party agrees that except as provided in Section 2.3 belowcontemplated by this Agreement, for a period beginning on date of this Agreement and ending on without the Expiration Time, none prior written consent of the Rollover Shareholder or any Company, it shall not, during the period from the date hereof until expiration of its Affiliates shallthe Third Call Exercise Period (the "Standstill Period"), directly or indirectly: (ia) acquire, offer to acquire or agree agree, offer, seek or propose to acquire, directly or indirectlycause to be acquired, by purchase or otherwiseownership (including, any but not limited to, beneficial ownership inas defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") of any of the assets or direct or indirect rights to acquire any beneficial ownership in, securities businesses of the Company or any subsidiary thereofsecurities of the Company (including, without limitation, any debt, equity or convertible securities) or any rights or options to acquire any such ownership from any Person; (iib) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect tomake, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participateparticipate in, directly or indirectly, in any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) to vote any voting securities of the Company or any subsidiary thereofconsents, or seek to advise or influence in any person manner whatsoever any Person with respect to the voting of any voting securities of any of the Company or any subsidiary thereofCompany; (ivc) form, join, become or in any way participate in a member "group" (within the meaning of Section 13d(3) of the Exchange Act) with respect to any voting securities of the Company, except that each H&Q Party shall be permitted to participate in the group, that filed the Schedule 13D for the purpose of complying with the terms of this Agreement; (d) arrange, or in any way participate in, any financing for the purchase of any voting securities or securities convertible or exchangeable into exercisable for any voting securities or assets of the Company; (e) otherwise act, whether alone or in concert with others, to seek to propose to the Company, or any of its officers, directors, employees or stockholders, any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or otherwise encourage act, whether alone or in concert with others, to seek to control, change or influence the formation ofmanagement, shareholders, Board of Directors, or policies of the Company, or nominate any Person as a “group” director of the Company; (f) solicit, negotiate with, or provide any information to, any Person with respect to a merger, business combination, exchange offer or liquidation involving the Company or any other acquisition of the Company, any acquisition of securities of or all or any portion of the assets of the Company or any other similar transaction; (g) make any proposal to be considered and/or voted upon at any meeting the stockholders of the Company, or discuss or communicate with respect to any matter related to the business and affairs of the Company with the stockholders (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3any H&Q Party) of the Exchange ActCompany; (h) announce an intention to, in connection or enter into any discussion, negotiations, arrangements or understandings with any third party with respect to, any of the foregoing matters; (i) disclose any intention, plan or arrangement inconsistent with any of the foregoingforegoing provisions; or (vj) publicly request the Other Rollover Shareholders to amend advise, assist, encourage or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or participate with any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities Person in connection with action inconsistent with any of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerforegoing provisions.

Standstill. Except as provided in Section 2.3 below, for For a period beginning on date of this Agreement commencing with the Effective Date and ending on the Expiration Timedate that is twelve (12) months following the Effective Date, none SanDisk shall not, and it shall not cause or permit its Representatives acting on its behalf or in concert with SanDisk to, without the prior written consent of the Rollover Shareholder or any Company’s board of its Affiliates shall, directly or indirectly: directors: (ia) acquire, offer to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, voting securities or direct or indirect rights to acquire any beneficial ownership in, voting securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer any substantial portion of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the assets of Company or any subsidiary or division thereof; ; (iiib) seek or propose to influence or control the management or policies of the Companymake, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Securities and Exchange Commission of the United StatesCommission) to vote any voting securities of the Company or any subsidiary thereofCompany, or seek to advise or influence any person Person or entity with respect to the voting of any voting securities of the 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 Company or any subsidiary thereof; of its securities or assets; (ivd) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of in Section 13(d)(3) of the Securities Exchange ActAct of 1934, as amended, in connection with any of the foregoing; (e) otherwise act or seek to control the management, board of directors or policies of Company; (f) take any action that could reasonably be expected to require Company to make a public announcement regarding the possibility of any of the events described in clauses (a) through (e) above; or (g) subject to the following proviso, request Company or (v) publicly request the Other Rollover Shareholders any of its Representatives, directly or indirectly, to amend or waive any provision of this Section 6; provided that, SanDisk shall be permitted (i) to make private, non-public proposals to the chairman of the board or chief executive officer of Company with respect to any type of acquisition or business combination transaction or (ii) to request Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this Section 6, in each case, so long as SanDisk reasonably believes, based on the advice of SanDisk’s counsel, that neither it nor Company will be required by applicable law, rule or regulation to publicly disclose such proposals; provided, further, that SanDisk shall not be responsible for any breach of this Section 6 by its third-party advisor Representatives unless any such Representative is acting on behalf of, or take any action challenging the enforceability or validity ofin concert with, this paragraph (including this sentence)SanDisk. For the avoidance The provisions of doubt, nothing in this Section 2.2 6 shall be suspended during the pendency of a transaction giving rise to the occurrence of a Significant Event. A “Significant Event” shall be deemed to occur (a) if any Person or group (as defined in Section 13(d)(3) of the Exchange Act), other than SanDisk or one of its Representatives or affiliates, shall enter into a definitive agreement with the Company to acquire more than 50% of the voting power of the outstanding voting securities of Company or assets of Company or its subsidiaries representing more than 50% of the consolidated earning power of Company and its subsidiaries or (b) a tender or exchange offer for more than 50% of the Company’s outstanding voting securities is commenced by any person other provision than the Company (and remains pending), and within ten (10) business days thereafter the board of directors of the Company has not publicly taken a position rejecting such tender or exchange offer and recommending that the stockholders of the Company not tender any equity securities of the Company into such tender or exchange offer. Notwithstanding the foregoing, all other sections of this Agreement shall prohibit (a) continue to apply to the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerParties.

Standstill. Except as provided in Section 2.3 below(a) Each Purchaser agrees severally and not jointly that, for a period beginning on date of this Agreement during the Standstill Period, it shall not, and ending on the Expiration Time, none of the Rollover Shareholder or any shall cause each of its Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect not to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any manner, alone or in concert with others take any of the following actions without the prior consent of the Company: (i) make, engage in, or in any way participate in any “solicitation” of “proxies” proxies (as such terms are used in the proxy rules of the Securities and Exchange Commission of SEC but without regard to the United States) exclusion set forth in Rule 14a-1(l)(2)(iv)), or consents to vote with respect to any voting securities consent of the Company or any subsidiary thereofholders of Common Stock, 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 any subsidiary thereof; proposals submitted to a vote of the stockholders of the Company that have not been authorized and approved, or recommended for approval, by the Board of Directors, or become a “participant” in any contested “solicitation” (ivas such terms are defined or used under the Exchange Act) for the election of directors with respect to the Company, other 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 any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, become a member of encourage, influence, advise or in any way participate in, or otherwise encourage the formation of, a in any “group” (other than with the Other Rollover Shareholders (as such term is defined below)) within the meaning of in Section 13(d)(3) of the Exchange Act, in connection ) with any of the foregoing; or (v) publicly request the Other Rollover Shareholders persons who are not its Affiliates with respect to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring 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 Purchaser (together with its Affiliates), having Beneficial Ownership of more than such Purchaser’s Beneficial Ownership percentage as of the Closing Date (adjusted upwards to reflect any increase in such percentage as a result of any share splitacquisitions, combination, recapitalization purchases or other similar transaction in transactions permitted pursuant to Section 4.08(c)). For purposes of this Section 4.08(a)(iii), no securities Beneficially Owned by a portfolio company of a Purchaser or its Affiliates will be deemed to be Beneficially Owned by such Purchaser or any of its Affiliates only so long as (x) such portfolio company is not an Affiliate of such Purchaser for purposes of this Agreement, (y) neither such Purchaser nor any of its Affiliates has encouraged, instructed, directed, supported, assisted or advised, or coordinated with, such portfolio company with respect to the acquisition, voting or disposition of securities of the Company if by the portfolio company and (z) neither such share splitPurchaser 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) offer or propose to effect, or intentionally assist or facilitate any other person to offer or propose to effect any tender or exchange offer, merger, consolidation, acquisition, scheme of arrangement, business combination, recapitalization recapitalization, reorganization, sale or acquisition of all or substantially 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”); provided, however, that this clause shall not preclude the tender by such Purchaser or any of its Affiliates of any securities of the Company into any Third Party Tender/Exchange Offer (and any related conversion of Shares to the extent required to effect such tender) or the vote by such Purchaser or any of its Affiliates of any voting securities of the Company with respect to any Extraordinary Transaction in accordance with the recommendation of the Board of Directors; (v) (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, whether pursuant to Section 220 of the DGCL or otherwise; (vi) 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 change the number or term of directors or to fill any vacancies on the Board of Directors, or (B) any other material change in the Company’s management, business or corporate structure (except pursuant to any action or transaction permitted by Section 4.08(a)(iv)); (vii) make or issue, or cause to be made or issued, any public disclosure, announcement 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 foregoing; or (viii) publicly announce an intention to do, or to 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. (b) The foregoing provisions of Section 4.08(a) shall not be deemed to prohibit (i) any Purchaser or any of its Affiliates or their respective directors, officers or counsel from communicating privately with the Company’s directors, officers or advisors, including making a confidential proposal to the Company or the Board of Directors for a negotiated transaction with the Company involving a Change of Control. (c) Notwithstanding the foregoing provisions of Section 4.08(a) or anything in this Agreement to the contrary, no Purchaser and none of its Affiliates shall be restricted from (i) acquiring securities with the prior written consent of the Board of Directors, (ii) participating in rights offerings conducted by the Company, (iii) receiving stock dividends or similar transaction has been duly approved distributions made by the Company or receiving or accruing any dividends on the Shares, including any shares of Common Stock that may be issuable in respect of any Compounded Dividends (as defined in the Series B Certificate of Designations) or any other action provided for by the Series B Certificate of Designations, (iv) tendering shares of Common Stock as permitted by Section 4.02 or in a Third Party Tender/Exchange Offer after the Restricted Period, (v) disposing of shares of Common Stock by operation of a statutory amalgamation, statutory arrangement or other statutory procedure involving the Company, (vi) any adjustment in the Conversion Price of the Shares or other securities acquired not in contravention of this Section 4.08, (vii) any conversion of the Shares or other securities acquired not in contravention of this Section 4.08 or (viii) acquiring any shares of Common Stock or other Additional Securities pursuant to or in connection with Section 4.07 or a Permitted Transfer. (d) Notwithstanding the foregoing provisions of Section 4.08(a) or anything in this Agreement to the contrary, the Company acknowledges that CalSTRS is an institutional investor with fiduciary duties to its investors, and agrees that nothing herein shall (i) impact the ability of CalSTRS to act in accordance with the fiduciary duties owed to their investors so long as such action is not specifically targeted or directed at the Company and contrary to Section 4.08(a), (ii) limit the ability of divisions within CalSTRS to trade in equities generally (whether in index based or otherwise other than Capital Stock of the Company as restricted by Section 4.08(a)), in each case, in the ordinary course of their business and accordance with applicable law, (iii) limit third-party managers that are affiliated with CalSTRS from buying or selling securities, including Capital Stock of the Company, or (biv) Parent and Merger Sub from entering into limit the Merger Agreement and consummating ability of CalSTRS to publicly announce positions or opinions or otherwise publish data generally with respect to corporate governance issues or shareholder rights matters, in each case, that are not specifically targeted or directed at the MergerCompany.

Standstill. Except as provided in Section 2.3 below, for a For the period beginning (the “Standstill Period”) commencing on the date of this Agreement hereof and ending on the Expiration Timeearlier of: (i) the date which is six months from the date of this Agreement; and (ii) the date a person not affiliated with Purchaser or its associates (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) acquires, none announces an intention to acquire or proposes to acquire in an transaction described in clauses (a) through (j) below not approved by the Board of Directors of the Rollover Shareholder Company; Purchaser will not, and will cause its associates (as such term is defined under the Exchange Act) and its affiliates whom it controls (as such term is defined under the Exchange Act) not to, unless expressly requested in writing, in advance, by the Company or any of its Affiliates shallpursuant to a written agreement with the Company, directly or indirectly: , in any manner whatsoever: (ia) acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to acquire sell or donate or agree to acquire, or enter into any arrangement or undertaking to acquire, directly or indirectly, by purchase purchase, gift or otherwise, any beneficial ownership in, record or direct or indirect rights to acquire any beneficial ownership in, interest in any securities or any assets of the Company or any subsidiary thereof; direct or indirect rights, warrants or options to acquire record or direct or indirect beneficial ownership of any securities or assets of the Company (iian “Acquisition”), if such Acquisition would cause Purchaser to beneficially own 10% or more of the voting equity securities of the Company; (b) make make, propose to make, or participate in any public announcement merger, consolidation, business combination, recapitalization, restructuring, liquidation, dissolution, or other similar transaction involving the Company; (c) solicit, make, effect, initiate, cause or, in any way participate in (other than any disclosure on Schedules 13D or 13G by granting a proxy to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditionsmanagement representatives), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used defined in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the United StatesExchange Act) or consents from any holders of any securities of the Company; (d) call or seek to vote have called any voting securities meeting of the stockholders of the Company or any subsidiary thereof, thereof or seek or act, alone or in concert with others, to advise or influence in any manner whatsoever, any person or entity with respect to the voting of any voting securities of the Company or any subsidiary thereof; Company; (ive) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, a any “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the record or beneficial ownership of any securities of the Company; (f) arrange, facilitate, or in any way participate, directly or indirectly, in connection any financing for the purchase by any person in a transaction not approved by the Board of Directors of the Company of any securities or assets of the Company or any of its subsidiaries; (g) (1) act, directly, or indirectly, to seek to control, advise, direct or influence the management, Board of Directors (including any individual members thereof), stockholders, policies or affairs of the Company or any subsidiary thereof; provided, however, that nothing contained herein shall prevent Purchaser from freely communicating privately with management and the directors Purchaser’s observations, recommendations and preferences with respect to the Company, its operations and policies; or (2) disclose an intent, purpose, plan or proposal with respect to the Company or any subsidiary thereof inconsistent with the provisions of this letter agreement, including, without limitation, any intent, purpose or plan that requires the Company to waive the benefit of or amend any provision of this letter agreement; (h) take any action which might require the Company to make a public announcement regarding any matter of the types set forth in clauses (a) through (g) of this Section 6.1; (i) agree or offer to take, or encourage (other than by granting a proxy to management representatives) or propose (publicly or privately) the taking of, or announce an intention to take, any action referred to in clauses (a) through (g), inclusive, of this Section 6.1; (j) assist, induce or encourage (other than by granting a proxy to management representatives), or enter into discussions, negotiations, arrangements or understandings with, any person to take any action of the type referred to in clauses (a) through (i), inclusive, of this Section 6.1. The expiration of the Standstill Period shall not terminate or otherwise affect any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision provisions of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerletter agreement.

Standstill. Except as provided in Section 2.3 below, for a period beginning on Each Purchaser agrees that until the first anniversary of the date of this Agreement and ending on Agreement, without the Expiration Time, none prior written consent of the Rollover Shareholder Company, it will not at any time, nor will it cause or permit any of its Affiliates shallto: (a) effect or seek, directly offer or indirectly: propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) acquire, offer to acquire any acquisition of any securities (or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership inthereof) of the Company, or direct rights or indirect rights options to acquire any securities (or beneficial ownership in, securities thereof) of the Company Company, or any subsidiary thereof; assets, indebtedness or businesses of the Company, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, merger or other business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control assets of the management or policies Company constituting a significant portion of the consolidated assets of the Company, make or in any way participate, directly or indirectly, in (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereofits Affiliates; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of under the Exchange Act) with respect to the Company or otherwise act in concert with any person in respect of any such securities; (c) except as set forth on Schedule 5.5, otherwise act, alone or in connection concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company; or (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the foregoingtypes of matters set forth in clause (a) above; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, it being understood that nothing in this Section 2.2 or 5.5 shall restrict the Purchaser’s acquisition of the Securities (including the accretion of dividends thereon and any dividends payable in any other provision security) in accordance with the terms of this Agreement shall prohibit (a) Agreement, the Rollover Shareholder from acquiring securities of Warrants or the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerPre-Funded Warrants.

Standstill. Except Each H&Q Party agrees that except as provided in Section 2.3 belowcontemplated by this Agreement, for a period beginning on date of this Agreement and ending on without the Expiration Time, none prior written consent of the Rollover Shareholder or any Company, it shall not, during the period from the date hereof until expiration of its Affiliates shallthe Third Call Exercise Period (the “Standstill Period”), directly or indirectly: : (ia) acquire, offer to acquire or agree agree, offer, seek or propose to acquire, directly or indirectlycause to be acquired, by purchase or otherwiseownership (including, any but not limited to, beneficial ownership inas defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of any of the assets or direct or indirect rights to acquire any beneficial ownership in, securities businesses of the Company or any subsidiary thereof; securities of the Company (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect toincluding, or submit a proposal for or offer of (with or without conditions)limitation, any tender debt, equity or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company convertible securities) or any subsidiary thereof; rights or options to acquire any such ownership from any Person; (iiib) seek or propose to influence or control the management or policies of the Companymake, make or in any way participateparticipate in, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) to vote any voting securities of the Company or any subsidiary thereofconsents, or seek to advise or influence in any person manner whatsoever any Person with respect to the voting of any voting securities of any of the Company or any subsidiary thereof; Company; (ivc) form, join, become or in any way participate in a member “group” (within the meaning of Section 13d(3) of the Exchange Act) with respect to any voting securities of the Company, except that each H&Q Party shall be permitted to participate in the group, that filed the Schedule 13D for the purpose of complying with the terms of this Agreement; (d) arrange, or in any way participate in, any financing for the purchase of any voting securities or securities convertible or exchangeable into exercisable for any voting securities or assets of the Company; (e) otherwise act, whether alone or in concert with others, to seek to propose to the Company, or any of its officers, directors, employees or stockholders, any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or otherwise encourage act, whether alone or in concert with others, to seek to control, change or influence the formation ofmanagement, shareholders, Board of Directors, or policies of the Company, or nominate any Person as a “group” director of the Company; (f) solicit, negotiate with, or provide any information to, any Person with respect to a merger, business combination, exchange offer or liquidation involving the Company or any other acquisition of the Company, any acquisition of securities of or all or any portion of the assets of the Company or any other similar transaction; (g) make any proposal to be considered and/or voted upon at any meeting the stockholders of the Company, or discuss or communicate with respect to any matter related to the business and affairs of the Company with the stockholders (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3any H&Q Party) of the Exchange ActCompany; (h) announce an intention to, in connection or enter into any discussion, negotiations, arrangements or understandings with any third party with respect to, any of the foregoing matters; (i) disclose any intention, plan or arrangement inconsistent with any of the foregoingforegoing provisions; or (j) advise, assist, encourage or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or participate with any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities Person in connection with action inconsistent with any of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerforegoing provisions.

Standstill. Except as provided in Section 2.3 below(a) During the Standstill Period, for a period beginning on date of this Agreement each Driver Party shall not, and ending on the Expiration Time, none of the Rollover Shareholder or any of its Affiliates shallshall cause their respective Representatives to not, directly or indirectly: : (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) proposal with respect to, or submit a proposal for offer, seek, propose, or offer 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 First United or any of its subsidiaries, (B) any form of restructuring, recapitalization, or similar transaction with respect to First United or without conditions), any of its subsidiaries or (C) any form of tender or exchange offeroffer for shares of Voting Securities, mergerwhether or not such transaction involves a Change of Control (as defined below) of First United; (ii) engage in, recapitalizationor assist in the engagement in, reorganizationany solicitation of proxies or written consents to vote any Voting Securities, business combination or other extraordinary transaction involving conduct, or assist in the Company conducting of, any type of binding or nonbinding referendum with respect to any subsidiary thereof; (iii) seek Voting Securities, or propose to influence assist or control the management or policies of the Company, make or participate in any way participateother 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,” of “proxies” (as such terms are used defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the rules of the Securities and Exchange Commission of the United States) Act, to vote any voting securities of First United (including by initiating, encouraging or participating in any “withhold” or similar campaign); (iii) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including beneficial ownership) of any securities of First United, 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 Company price of shares of Common Stock, or any subsidiary thereofassets or liabilities of First United; (iv) advise, or seek to advise encourage, or influence any person Person with respect to the voting disposition of any voting securities of First United; (v) take any action in furtherance of or make any proposal or request that such Driver Party knows, or should reasonably expect to know, constitutes or would result in: (A) advising, controlling, changing, or influencing any director or employee of First United, including, but not limited to, any plans or proposals to change the Company number or terms of First United directors or to fill any subsidiary thereof; vacancies on the Board, except as set forth in this Agreement, (ivB) any material change in the capitalization, stock repurchase programs, or practices or dividend policy of First United, (C) any other material change in First United’s management, business, or corporate structure, (D) seeking to have First United waive or make amendments or modifications to the Bylaws or the Articles of Incorporation (each as defined below), or other actions that may impede or facilitate the acquisition of control of First United by any Person, (E) causing a class of securities of First United 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 First United to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act and the rules promulgated thereunder; (vi) communicate with stockholders of First United or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; (vii) act, including by making public announcements or speaking to reporters or members of the media (whether “on the record” or on “background” or “off the record”), to seek to influence First United’s stockholders, management, or the Board with respect to First United’s policies, operations, balance sheet, capital allocation, marketing approach, business configuration, Extraordinary Transactions, or strategy or to obtain representation on the Board or seek the removal of any director in any manner, except as expressly permitted by this Agreement; (viii) call or attempt 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) attempt to, 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 First United or seek, encourage or take any other action with respect to the election or removal of any directors; (x) form, join, become a member of maintain or in any other way participate in, or otherwise encourage the formation of, a in any “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Security; (xi) demand a copy of First United’s list of stockholders or its other books and records or make any request pursuant to Rule 14a-7 under the Exchange Act or under any statutory or regulatory provisions of Maryland providing for stockholder access to books and records (including lists of stockholders) of First United; (xii) make any request or submit any proposal to amend or waive the terms of this Section 7 other than through non-public communications with First United that would not be reasonably likely to trigger public disclosure obligations for any Party; (xiii) engage any private investigations firm or other Person to investigate any of First United’s directors or officers; (xiv) disclose in a manner that could reasonably be expected to become public any intent, in connection purpose, plan or proposal with respect to any director or the First United’s management, policies, strategy, operations, financial results or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; or (xv) enter into any discussions, negotiations, agreements, or understandings with any Person with respect to any action the Driver Parties are prohibited from taking pursuant to this Section 7, 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 this Section 7, the Driver Parties shall not be prohibited or restricted during the time that Driver Partners continues to be a First United stockholder from: (A) communicating privately with the Board or any officer or director of First United in the manner set forth for communicating with the First United in the Company Policies (as defined below), 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 by any of the Driver Parties or their respective Affiliates, First United or its Affiliates or any Third Party (as defined below), subject in any case to any confidentiality obligations to First United of any such director or officer and applicable law, rules or regulations; (B) taking any action necessary to comply with any law, rule, or regulation or any action required by any Governmental Authority that has, or may have, jurisdiction over any Driver Party, provided that a breach by such Parties of this Agreement is not the cause of the applicable requirement; or (vC) privately communicating to any of their potential investors or investors factual information regarding First United, provided such communications are subject to reasonable confidentiality obligations and are not otherwise reasonably expected to be publicly request disclosed. (b) During the Other Rollover Shareholders to amend or waive Standstill Period, each Driver Party shall refrain from taking any provision ofactions which could have the effect of encouraging, assisting, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance influencing other stockholders of doubt, nothing in this Section 2.2 First United or any other provision of Persons to engage in actions which, if taken by such Party, would violate this Agreement shall prohibit Agreement. (ac) During the Rollover Shareholder from acquiring securities Standstill Period, each of the Company as a result of Driver Parties agrees not to, and to cause their respective Representatives to not, comment publicly about any share splitdirector or First United’s management, combinationpolicies, recapitalization or other similar transaction in or of the securities of the Company if such share splitstrategy, combinationoperations, recapitalization or other similar transaction has been duly approved by the Companyfinancial results, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergeraffairs or any transactions involving First United or any of its subsidiaries, except as expressly permitted by this Agreement.

Standstill. Except as provided in Subject to Section 2.3 below3.04, for a period beginning on date of this Agreement and ending on the Expiration Time, none no member of the Rollover Shareholder or any of its Affiliates ----------- TDF Group shall, directly without the prior written consent of the Board (not to be unreasonably withheld or indirectly: delayed): (ia) except as permitted under the Transaction Documents, acquire, offer to acquire acquire, or agree to acquire, by purchase, gift or otherwise, the beneficial ownership of any Voting Securities of the Company if the TDF Group Interest upon the consummation thereof would be greater than the Relevant Percentage, except pursuant to a stock split, stock dividend, rights offering, recapitalization, reclassification or similar transaction; (b) except as contemplated by the Transaction Documents, publicly propose that TDF or any member of the TDF Group enter into, directly or indirectly, by purchase any Business Combination involving the Company or otherwisepropose to purchase, any beneficial ownership indirectly or indirectly, or direct or indirect rights to acquire any beneficial ownership in, securities a material portion of the assets of the Company or any subsidiary thereof; (ii) Subsidiary of the Company, or make any public announcement such proposal privately (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a such proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of CTSH and its assets) if it would reasonably be expected to require the Company or any subsidiary thereof; to make a public announcement regarding such proposal; (ivc) formmake, join, become a member of or in any way participate in, directly or otherwise encourage the formation ofindirectly, a “group” (other than with the Other Rollover Shareholders any "solicitation" of "proxies" (as defined below)) within the meaning of Section 13(d)(3) of such terms used in Regulation 14A promulgated under the Exchange Act) to vote or consent with respect to any Voting Securities of the Company in opposition to the recommendation of a Special Majority Vote of the Board or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) in opposition to the recommendation of a Special Majority Vote of the Board; (d) act in concert with any person for the purposes prohibited by subparagraph (a) or (b) above; (e) except in accordance with the terms of the Stockholders Agreement, seek election to or seek to place a representative on the Board or seek the removal of any member of the Board; (i) solicit, seek to effect, negotiate with or provide nonpublic information to any other person with respect to or (ii) otherwise make any public announcement or proposal whatsoever with respect to, any form of business combination (with any person) involving a change of control of the Company or the acquisition of a substantial portion of the Voting Securities and/or Equity Securities or assets of the Company or any Subsidiary of the Company (except, in connection with any the case of CTSH and its Subsidiaries, as permitted under Section 5.01 or the CTSH Shareholders Agreement), including a merger, consolidation, tender offer, exchange offer or liquidation of the foregoingCompany assets, or any restructuring, recapitalization or similar transaction with respect to the Company or any Subsidiary of the Company; or or (vg) publicly request the Other Rollover Shareholders to amend disclose any intention, plan or waive any provision ofarrangement, or take provide advice or assistance to any action challenging person, inconsistent with the enforceability foregoing. If TDF or validity ofany member of the TDF Group owns or acquires any Voting Securities in violation of this Agreement, such Voting Securities shall immediately be disposed of to persons who are not members of the TDF Group in compliance with the provisions of this paragraph Agreement (including this sentence). For but, for the avoidance of doubt, nothing in this Section 2.2 if at any time the TDF Consolidated Group Interest or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of TDF Group Interest, as applicable, is increased to more than the Company Relevant Percentage as a result of a repurchase of Voting Securities by the Company or any share split, combination, recapitalization or other similar transaction change in or the Company's capitalization no Voting Securities shall be required to be disposed of by any member of the securities of TDF Group); provided that -------- the Company if may also pursue any other available remedy to which it may be entitled as a result of such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerviolation.

Standstill. Except as otherwise provided in Section 2.3 below, for a period beginning on date of this Agreement and ending on or the Expiration TimeCertificate of Designation, none so long as the Purchaser Representative has the right to designate or nominate a director to the Board of Directors pursuant to Section 4.1, without the prior written consent of the Rollover Shareholder Company, it will not at any time, nor will it cause or permit any of its Affiliates shallto: (a) effect or seek, directly offer or indirectly: propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) acquire, offer to acquire any acquisition of any equity securities (or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership inthereof), rights or direct or indirect rights options to acquire any equity securities (or beneficial ownership inthereof), or any securities convertible into or exchangeable for any such equity securities (or beneficial ownership thereof), of the Company or any subsidiary thereof; Company, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, merger or other business combination or other extraordinary transaction involving the Company or any subsidiary thereof; its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, or (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesSEC) or consents to vote any voting securities of the Company or any subsidiary thereof, of its Affiliates; (b) otherwise act to seek representation on or seek to advise control or influence any person with respect to the voting of any voting securities management or policies of the Company or any subsidiary thereofto obtain representation on the Board of Directors of the Company (beyond their right to do so based on their representation on the Board pursuant to Section 4.1); (ivc) formsubmit any shareholder proposal to the Company, join, become a member (d) publicly propose any change of control or other material transaction involving the Company or (e) support or encourage any third party in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with doing any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, it being understood that nothing in this Section 2.2 4.4 shall (w) restrict or prohibit the Series C Director or Purchaser Nominee, as applicable, from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary or appropriate in light of his or her fiduciary duties as a member of the Board of Directors, (x) restrict or prohibit the making or submission to the Company and/or the Board of Directors any proposal by the Purchaser Parties that would not reasonably be expected to result in the Company being obligated to publicly disclose such proposal, (y) restrict or prohibit the Purchaser’s acquisition, disposition, sale or Transfer of the Purchased Shares (including the accretion of dividends thereon and any dividends payable in any other provision security) or Conversion Shares issuable upon conversion of the Purchased Shares, in each case, in accordance with the terms of this Agreement shall prohibit (a) and the Rollover Shareholder from acquiring securities Certificate of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, Designation or (bz) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerlimit or restrict any Transfer pursuant to a Permitted Loan or any foreclosure thereunder or Transfer in lieu of a foreclosure thereunder.

Standstill. Except as provided in Section 2.3 belowEach of the Funds covenants and agrees that, for a period beginning on date so long as the Funds collectively own Shares that represent 30% or more of this Agreement total issued and ending on the Expiration Time, none outstanding shares of the Rollover Shareholder or Company’s Common Stock, and unless such shall have been specifically invited in writing by the Company, neither the Funds (including their general partner, managing limited partner and their respective principals) nor any of its Affiliates shall, directly their directors or indirectly: (i) acquire, offer to acquire or agree to acquireofficers will in any manner, directly or indirectly, by purchase (a) effect or seek, offer or propose (whether publicly or otherwise) to effect or cause any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect (i) any acquisition of any securities (or beneficial ownership in, thereof) or direct or indirect rights to acquire any beneficial ownership in, securities assets of the Company or any subsidiary thereof; of its Subsidiaries, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, merger or other business combination or other extraordinary transaction involving the Company or any subsidiary thereof; of its Subsidiaries, (iii) seek any recapitalization, restructuring, liquidation, dissolution or propose other extraordinary transaction with respect to influence the Company or control the management any of its Subsidiaries, or policies of the Company, make or in any way participate, directly or indirectly, in (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company Company, (b) form or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or join in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of under the Exchange Act), (c) otherwise act, alone or in connection concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, (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 discussions or arrangements with any third party with respect to any of the foregoing; or (v) publicly . Each Fund also agrees during such period not to request the Other Rollover Shareholders Company (or its directors, officers, employees, advisors or agents), directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph (c) (including this sentence). For Notwithstanding the avoidance of doubtforegoing, nothing in this Section 2.2 or 9(b) shall not prohibit either of the Funds from passively participating in any other provision of this Agreement shall prohibit the events set forth in (a) though (e) above, so long as (i) the Rollover Shareholder from acquiring securities of the Company as a result Fund is not in any way involved in initiating or soliciting other commitments in support of any share splitsuch events, combination, recapitalization and (ii) the Fund’s activities with respect thereto are limited solely to considering the proposed action and electing to participate or other similar transaction not participate in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergeraction.

Standstill. Except as provided in Section 2.3 belowIn consideration for being furnished with the Confidential Information, for a period beginning on date of this Agreement and ending on the Expiration Timeyou agree that, none of the Rollover Shareholder or any of its Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of unless the Company’s Board of Directors otherwise so specifically requests in writing in advance, make you shall not, and shall cause your Representatives and affiliates acting at your direction or in any way participate, directly on your behalf not to (and you and they will not assist or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become form a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), act in concert or participate with or encourage other persons to), directly or indirectly, (A) acquire or offer to acquire, seek, propose or agree to acquire, by means of a purchase, tender or exchange offer, business combination or in any other manner, beneficial ownership (within the meaning of Section 13(d)(1) of the Exchange Act) or constructive economic ownership, including through any security, contract right or derivative position the value of which to the “owner” changes in reference to a change in the value of any equity securities (or other securities derived from the value of any equity securities) of the Company, without regard to any hedge that may have been entered into with respect to such position, but not including any interests or rights set forth in Rule 16a-1(c)(1)-(5) or (7) under the Exchange Act, of any securities or material assets of the Company, including rights or options to acquire such ownership, (B) seek or propose to advise (other than in connection with the case of the general advice and counsel you intend to provide to management confidentially pursuant to this Agreement), influence, change or control the management, Board of Directors, governing instruments or policies or affairs of the Company or any of its affiliates, including by means of a solicitation of proxies (as such terms are defined in Rule 14a-1 under the Exchange Act, disregarding Rule 14a-1(l)(2)(iv) thereunder), including any otherwise exempt solicitation pursuant to Rule 14a-2(b) under the Exchange Act), contacting any person relating to any of the foregoing; matters set forth in this Agreement or seeking to influence, advise or direct the vote of any holder of voting securities of the Company or its affiliates or (vC) publicly request the Other Rollover Shareholders to amend or waive make any provision ofpublic disclosure, or take any action challenging that could require the enforceability or validity ofCompany to make any public disclosure, this paragraph (including this sentence). For with respect to any of the avoidance of doubt, nothing matters set forth in this Agreement. Other than as disclosed in the Schedule 13D filed by you on November 10, 2015, you represent to the Company that you and your affiliates do not beneficially own (within the meaning of Section 2.2 13(d)(1) of the Exchange Act) or any other provision have constructive beneficial ownership (within the meaning of this Agreement shall prohibit (aSection 3) the Rollover Shareholder from acquiring of any securities or material assets of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. (1) Except as provided otherwise set forth in Section 2.3 belowthis Article 4 or Article 5, for a period beginning on from the date of this Agreement and ending on until the Expiration Time, none of the Rollover Shareholder or any of its Affiliates shall, directly or indirectlyearlier of: (i) acquirethe Standstill Termination Date; and (ii) the occurrence of a Fundamental Change (the “Standstill Period”), offer the Investor shall not, without the prior written consent of the Board ((a) through (e) are collectively referred to herein as the “Standstill Restrictions”): (a) acquire or agree to acquire, directly acquire or indirectly, by purchase or otherwise, make any beneficial ownership in, or direct or indirect rights proposal to acquire any beneficial ownership insecurities or any material assets of the Corporation, other than: (i) securities acquired pursuant to any stock option or similar plan of the Corporation or stock split, stock dividend, securities of distribution, rights offering, recapitalization, or similar corporate action by the Company Corporation with respect to any securities beneficially owned by the Investor or any subsidiary thereofits Affiliates; (ii) make pursuant to any public announcement Transaction Agreement or other securities or rights of the Corporation beneficially owned by the Investor or its Affiliates; or (other than iii) any disclosure on Schedules 13D or 13G assets of the Corporation being sold in the ordinary course of its business (an “Acquisition Transaction”); (b) propose to the extent required by U.S. federal or state securities laws or Corporation, the rules and regulations promulgated thereunder for shareholders of the purpose of pursuing Corporation, the Merger) with respect toBoard, or submit a proposal for any other Person, or offer of (with effect or without conditions)seek to effect, any tender or exchange offeramalgamation, merger, recapitalizationarrangement, business combination, reorganization, business combination or other extraordinary transaction involving restructuring or liquidation with respect to the Company Corporation (each, an “Extraordinary Transaction”); (c) solicit, or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or participate in any way participatesolicitation of, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in proxies from the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person Corporation’s shareholders with respect to the voting of any voting securities of the Company Corporation in respect of any Acquisition Transaction or any subsidiary thereof; Extraordinary Transaction; (ivd) formassist, join, become a member of or in any way participate inadvise, or otherwise encourage the formation of, a “group” any other persons to effect any Acquisition Transaction or Extraordinary Transaction; or (other than e) make any public announcement with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of respect to the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, except as may be required by applicable law, regulatory authorities, or take any action challenging stock exchanges. (2) Notwithstanding anything to the enforceability or validity ofcontrary herein, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall in no way limit, restrict, or prohibit the Investor or any of its Affiliates or Persons with whom the Investor is acting jointly or in concert during the Standstill Period from: (a) making one or more confidential proposal(s) to or communications with the Rollover Shareholder from Board and/or management of the Corporation relating to any Acquisition Transaction, Extraordinary Transaction, or other transaction or matter; or (b) after the date that is one year following the date on which all of the Warrants have been duly exercised or expired, acquiring securities of the Company as a result Corporation in compliance with the relevant provisions of any share split, combination, recapitalization or other similar transaction in or s. 100 of the securities Securities Act (such compliance to be required for purposes of this Agreement notwithstanding that the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by Investor may not be subject to the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerSecurities Act).

Standstill. Except Recipient’s Beneficial Ownership of the Company’s capital stock as provided in Section 2.3 belowof the Effective Date is set forth on Schedule A attached hereto. Recipient agrees that, for a period beginning on of one year after the date of this Agreement and ending on (the Expiration Time“Standstill Period”), none unless specifically invited in writing by Provider, neither it nor any of its respective Representatives, will in any manner, directly or indirectly: (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of any securities (or beneficial ownership thereof) or all or substantially all of the Rollover Shareholder assets of Provider or any of its Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; subsidiaries, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, merger or other business combination involving Provider or any of its subsidiaries, (iii) any recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company with respect to Provider or any subsidiary thereof; of its subsidiaries, or (iiiiv) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; Provider; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined belowunder the 0000 Xxx) with respect to the securities of Provider; (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 Provider or its securities or assets; (d) within otherwise act, alone or in concert with others, to seek to control or influence the meaning management, Board of Section 13(d)(3Directors or policies of Provider; (e) take any action which might force Provider to make a public announcement regarding any of the Exchange Act, types of matters set forth in connection (a) above; or (f) enter into any discussions or arrangements with any third party with respect to any of the foregoing; . Recipient also agrees during the Standstill Period not to request Provider (or (v) publicly request the Other Rollover Shareholders its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph Section 9 (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 belowEach Seller, Perry Corp. and Xxxxxxx X. Xxxxx (“Xx. Xxxxx”) personally agree that, for a period beginning on of three (3) years from the date of this Agreement and ending on the Expiration TimeClosing, none of unless specifically invited in writing by the Rollover Shareholder or Company, neither the Seller, Perry Corp., Xx. Xxxxx nor any of its Affiliates shalltheir respective affiliates (as such term is defined under the Securities Exchange Act of 1934, directly as amended (the “1934 Act”)), or indirectly: (i) acquiretheir respective officers, offer to acquire employees, directors or agree to acquirepartners, will in any manner, directly or indirectly, by purchase (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any beneficial ownership way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, or (i) any direct or indirect rights to acquire acquisition of any securities (or beneficial ownership in, securities thereof) or assets of the Company or any subsidiary thereofof its affiliates, other than the acquisition of up to an aggregate of 2 percent (2%) of the outstanding common shares of the Company solely for investment purposes; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, merger or other business combination or other extraordinary transaction involving the Company or any subsidiary thereofof its affiliates; (iii) seek any recapitalization, restructuring, liquidation, dissolution or propose any other extraordinary transaction with respect to influence the Company or control the management any of its affiliates; or policies of the Company, make or in any way participate, directly or indirectly, in (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company or any subsidiary thereofof its affiliates; (b) form, join or seek in any way participate in a “group” with respect to advise the Company or influence any of its affiliates (as defined under the 1934 Act); (c) take any action that might force the Company or any of its affiliates to make a public announcement regarding any of the types of matters set forth in (a) above; or (d) enter into any discussions or arrangements with any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 below, for a period beginning on date Until the expiration of the Term of this Agreement Agreement, without the prior written consent of Constellation, EDFI shall not, and ending on the Expiration Time, none shall cause each member of the Rollover Shareholder EDFI Group not to, singly or any as part of its Affiliates shalla group, directly or indirectly: : (ia) acquire, offer acquire or propose to acquire (other than as a result of a stock split, stock dividend or agree other recapitalization of Constellation) beneficial ownership of any equity securities of Constellation (“Equity Securities”) or any rights to acquire, directly or indirectlyindirectly acquire any Equity Securities, except as contemplated by purchase Section 2.1; (b) participate in any solicitation of proxies or otherwise, become a participant in any beneficial ownership inelection contest with respect to Constellation; (c) seek, or direct offer or indirect rights make any proposal to acquire any beneficial ownership inConstellation, securities of the Company its representatives or any subsidiary thereof; (ii) shareholder of Constellation, or otherwise make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, (1) any merger, consolidation or submit sale of all or substantially all of the assets, or a majority of the outstanding shares of Constellation Stock, or any other form of business combination involving Constellation, (2) any form of restructuring, recapitalization, liquidation or similar transaction involving Constellation, or (3) any proposal for or other statement inconsistent with the terms of this Section 2.2, except as specifically contemplated by the terms of this Agreement or the agreements governing the Joint Venture; (d) join with any other parties to form a “group” with respect to Constellation Stock, as determined pursuant to Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended; (e) otherwise act, alone or in concert with others, to seek or offer to control or influence, in any manner, the management, board of directors or policies of Constellation, except as otherwise contemplated by the terms of this Agreement or the agreements governing the Joint Venture; or (with f) enter into any agreement, disclose any intention or without conditions)knowingly advise, assist or encourage any other person to do any of the above. Notwithstanding anything to the contrary in this Agreement, EDFI or any other member of the EDFI Group may participate in any tender or exchange offeroffer for Constellation Stock as a seller or, mergersubject to Section 3.2, recapitalization, reorganization, vote any securities owned by it at any special meeting of the holders of Constellation Stock to consider any such business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergertransaction.

Standstill. Except (a) As of the date of this Agreement, except as provided previously disclosed to Transpro in Section 2.3 belowwriting, for a period beginning on none of Modine or any of its Subsidiaries beneficially owns any Transpro Common Stock or any options or other rights to acquire any such securities (collectively, "Transpro Voting Securities"). From the date of this Agreement and ending on until the Expiration Effective Time, none of the Rollover Shareholder or any of Modine will not, and will cause its Affiliates shall, directly or indirectlySubsidiaries not to: (i) propose or publicly announce or otherwise disclose an intent to propose (x) any form of business combination, acquisition or other transaction relating to Transpro, (y) any form of restructuring, recapitalization or similar transaction with respect to Transpro, or (z) any demand, request or proposal to amend, waive or terminate any provision of this Section 6.24(a); (ii) acquire, offer to acquire or offer, propose or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereofTranspro Voting Securities; (iii) seek or make, propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, any solicitation of proxies with respect to any such Transpro Voting Securities (including by the execution of action by written consent), become a participant in any election contest with respect to Transpro, seek to influence any Person with respect to any such Transpro Voting Securities or otherwise demand a copy of the list of stockholders of Transpro or other books and records of Transpro (except as permitted by Section 6.11); (iv) participate in, propose or encourage the formation ofof any partnership, a “group” syndicate or other group which owns or seeks or offers to acquire beneficial ownership of any such Transpro Voting Securities or which seeks to effect control of Transpro or has the purpose of circumventing any provision of this Section 6.24(a); (other than v) otherwise act, alone or in concert with the Other Rollover Shareholders others (as defined belowincluding by providing financing for another Person)) within the meaning of Section 13(d)(3) of the Exchange Act, to seek or to offer to control or influence, in connection with any manner, the management, board of the foregoingdirectors, or policies of Transpro; or (vvi) publicly request the Other Rollover Shareholders make any proposal or other communication designed to amend or waive compel another party to make a public announcement thereof in respect of any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing matter referred to in this Section 2.2 6.24(a). (b) For a period of five years after the date of this Agreement (the "Standstill Period"), except within the terms of a specific written request from Transpro and except as otherwise provided in this Agreement, Modine will not, and will cause its Subsidiaries not to: (i) propose or publicly announce or otherwise disclose an intent to propose (x) any form of business combination, acquisition or other transaction relating to Newco or the Surviving Corporation, (y) any form of restructuring, recapitalization or similar transaction with respect to Newco or the Surviving Corporation, or (z) any demand, request or proposal to amend, waive or terminate any provision of this Agreement shall prohibit Section 6.24(b); (aii) the Rollover Shareholder from acquiring acquire, or offer, propose or agree to acquire, by purchase or otherwise, any voting securities of Newco or the Company as Surviving Corporation ("Surviving Corporation Securities"); (iii) make, propose or in any way participate in, any solicitation of proxies with respect to any such Surviving Corporation Securities (including by the execution of action by written consent), become a result participant in any election contest with respect to Newco or the Surviving Corporation, seek to influence any Person with respect to any such Surviving Corporation Securities or demand a copy of the list of stockholders of Newco or the Surviving Corporation or other books and records of Newco or the Surviving Corporation; (iv) participate in, propose or encourage the formation of any share splitpartnership, syndicate or other group which owns or seeks or offers to acquire beneficial ownership of any such Surviving Corporation Securities or which seeks to effect control of the other party or has the purpose of circumventing any provision of this Section 6.24(b); (v) otherwise act, alone or in concert with others (including by providing financing for another Person), to seek or to offer to control or influence, in any manner, the management, board of directors, or policies of Newco or the Surviving Corporation; or (vi) make any proposal or other communication designed to compel another party to make a public announcement thereof in respect of any matter referred to in this Section 6.24(b). (c) As of the date of this Agreement, except as previously disclosed to Modine in writing, none of Transpro or any of its Subsidiaries beneficially owns any Modine Common Stock or any options or other rights to acquire any such securities (collectively, "Modine Voting Securities"). During the Standstill Period, except within the terms of a specific written request from Modine and except as otherwise provided in this Agreement, Transpro will not, and will cause its Subsidiaries not to: (i) propose or publicly announce or otherwise disclose an intent to propose (x) any form of business combination, acquisition or other transaction relating to Modine, (y) any form of restructuring, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Companywith respect to Modine, or (bz) Parent any demand, request or proposal to amend, waive or terminate any provision of this Section 6.24(c); (ii) acquire, or offer, propose or agree to acquire, by purchase or otherwise, any Modine Voting Securities; (iii) make, propose or in any way participate in, any solicitation of proxies with respect to any such Modine Voting Securities (including by the execution of action by written consent), become a participant in any election contest with respect to Modine, seek to influence any Person with respect to any such Modine Voting Securities or demand a copy of the list of stockholders of Modine or other books and Merger Sub from entering into records of Modine; (iv) participate in, propose or encourage the Merger formation of any partnership, syndicate or other group which owns or seeks or offers to acquire beneficial ownership of any such Modine Voting Securities or which seeks to effect control of Modine or has the purpose of circumventing any provision of this Section 6.24(c); (v) otherwise act, alone or in concert with others (including by providing financing for another Person), to seek or to offer to control or influence, in any manner, the management, board of directors, or policies of Modine; or (vi) make any proposal or other communication designed to compel another party to make a public announcement thereof in respect of any matter referred to in this Section 6.24(c). (d) The parties hereby agree that, upon execution of this Agreement, their commitments in Section 5 of the Confidentiality Agreement will terminate and consummating the Mergerbe of no further force or effect.

Standstill. Except Until Director shall be eligible to stand for nomination as provided a ---------- director of the Company in accordance with Section 2.3 below, for a period beginning on date 1 of this Agreement and ending on MOU, the Expiration Time, none Director hereby agrees that he will not do or cause any of the Rollover Shareholder following, and he will not assist or encourage others to do or cause any of its Affiliates shallthe following, directly and he will cause all other persons who exercise or indirectly: share voting control over the Subject Shares (ias defined in the Voting Agreement) acquire, offer not to acquire or agree to acquiredo any of the following, directly or indirectly, unless specifically requested in writing to do so in advance or he obtains written consent therefor in advance in writing by purchase the Company: (a) acquire or otherwiseagree, any offer, seek or propose to acquire, or cause to be acquired, record or beneficial ownership in, of any of the assets or direct or indirect rights to acquire any beneficial ownership in, securities business of the Company or of any subsidiary thereof; of its subsidiaries; (iib) make any public announcement (other than any disclosure on Schedules 13D acquire or 13G agree, offer, seek or propose to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect toacquire, or submit a proposal for cause to be acquired, record or offer beneficial ownership of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving securities issued by the Company or any subsidiary thereofof its subsidiaries, or any rights or options to acquire such ownership (including in the public market or from a third party); or (iiic) seek or propose to influence or control the management or policies of the Companymake, make or in any way participateparticipate in, directly or indirectly, in any “"solicitation” " of “"proxies” " (as such terms are used in the rules defined under Regulation 14A of the Securities and Exchange Commission of the United StatesAct) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence in any manner whatsoever any person or entity with respect to the voting of any voting securities of the Company or any subsidiary thereofof its subsidiaries; or (ivd) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “"group” " (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any of its subsidiaries; or (e) arrange, or in connection any way participate in, any financing for the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the Company of any of its subsidiaries; or (f) otherwise act, whether alone or in concert with others, to seek to propose to the Company or any of its stockholders any merger, business combination, restructuring, recapitalization or similar transaction to or with the Company or any of its subsidiaries or otherwise seek or propose to influence or control the Company's management or policies; or (g) seek to negotiate or influence the terms and conditions of employment of employees of the Company or any of its subsidiaries or any agreement of collective bargaining with employees of the Company or any of its subsidiaries; or (h) enter into any discussions, negotiations, arrangements or understandings with or advise, assist or encourage any third party with respect to any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided (a) Company represents that, except for any such securities or rights held by entities described in Section 2.3 below10(g), for a period beginning on date it does not, directly or indirectly, beneficially or of this Agreement and ending on the Expiration Timerecord, none own any securities of the Rollover Shareholder TESARO or any of its Affiliates shallsubsidiaries, any warrant or option to purchase such securities or assets, any security convertible into any such securities, or any other right to acquire such securities or assets, or any synthetic or derivative instrument related thereto. (b) For a period of twelve (12) months following the date hereof (the “Standstill Period”), Company agrees that it shall not, and shall cause its affiliates to not, directly or indirectly: , unless approved in writing or otherwise expressly permitted by the Board of Directors or Chief Executive Officer of TESARO: (i) acquire, offer to acquire or agree to acquire, directly propose, seek or indirectlyoffer to acquire, by purchase or otherwisefacilitate the acquisition or ownership of, any beneficial ownership insecurities or assets of TESARO or any of its subsidiaries, any warrant or option to purchase such securities or assets, any security convertible into any such securities, or direct or indirect rights any other right to acquire any beneficial ownership insuch securities or assets, securities of the Company or any subsidiary thereof; synthetic or derivative instrument related thereto; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect tomake, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participateparticipate or engage in, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the United States) to vote any voting securities Securities Exchange Act of 1934 (the Company or any subsidiary thereof“Exchange Act”)), or seek to advise or influence any person with respect to the voting of of, any voting securities of the Company or any subsidiary thereof; TESARO; (iviii) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of TESARO; (iv) propose, publicly or to any TESARO stockholder, any business combination, restructuring, recapitalization or similar transaction involving TESARO or any of its subsidiaries; (v) seek, alone or in concert with others, to control or change the Board of Directors of TESARO; (vi) nominate any person as a director of TESARO; or propose any matter to be voted upon by the stockholders of TESARO; (vii) otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of TESARO; (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (ix) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons in connection with any of the foregoing; . (c) During the Standstill Period, Company agrees that it shall not, and shall cause its directors, officers, employees, affiliates, and representatives (including, without limitation, financial advisors, consultants, attorneys and accountants) (collectively, the “Company Representatives”) to not, directly or indirectly, without the prior written consent of TESARO, (vi) publicly make any request the Other Rollover Shareholders directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph Section 10 (including this sentence). For ) other than by means of a confidential communication to TESARO’s Chief Executive Officer or General Counsel, or (ii) take any action that would reasonably be expected to require TESARO to make a public announcement regarding the avoidance possibility of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, business combination, recapitalization merger or other similar transaction in or type of transaction. (d) Notwithstanding the securities foregoing, the provisions of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (bSection 10(b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.Section 10

Standstill. Except as provided in Section 2.3 below(a) During the Standstill Period, each Stockholder Party agrees solely for a period beginning and on date behalf of this Agreement itself that it shall not, and ending on the Expiration Time, none of the Rollover Shareholder or any of shall cause its Affiliates shalland Associates not to, directly or indirectly: : (i) acquire, offer to acquire make any public announcement or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership inproposal with respect to, or direct publicly offer or indirect rights propose, (A) any form of business combination or acquisition or other transaction relating to acquire any beneficial ownership in, a material amount of assets or securities of the Company or any subsidiary thereof; of its subsidiaries, (iiB) make any public announcement (other than any disclosure on Schedules 13D form of restructuring, recapitalization or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) similar transaction with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving to the Company or any subsidiary thereofof 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 Change of Control of the Company; it being understood that the foregoing shall not prohibit a Stockholder Party or its Affiliates or Associates from (i) acquiring Voting Securities, (ii) selling or tendering their shares of Common Stock, and otherwise receiving consideration, pursuant to any such transaction or (iii) seek voting on any such transaction in accordance with Section 3; (ii) engage in, or propose to influence or control knowingly assist in the management or policies engagement in (including, but not limited to, engagement by use of the Company, make or in coordination with a universal proxy card), any way participatesolicitation 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,” of “proxies” (as such terms are used defined in Instruction 3 of 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 of and regulations thereunder (the Securities and “Exchange Commission of the United States) Act”), to vote any voting securities of the Company (including by initiating, encouraging or participating in any subsidiary thereof“withhold” or similar campaign), or seek to in each case other than in a manner that is consistent with the Board’s recommendation on a matter; (iii) advise or influence knowingly encourage 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 than in a manner that is consistent with the Board’s recommendation on a matter or in connection with an Extraordinary Transaction; (iv) other 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 subsidiary thereof; rights decoupled from the underlying securities held by a Stockholder Party to any Third Party with a known history of activism or known plans to engage in activism; (ivv) take any action in support of or make any proposal or request that constitutes or would result in: (A) advising, replacing 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 except as otherwise permitted by Section 1 or Section 3); (vi) 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); (vii) 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”; (viii) 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 Stockholder Parties that is otherwise in accordance with this Agreement or (B) customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (ix) 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; (x) form, join, become a member of join or in any other way participate in, or otherwise encourage the formation of, a in any “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Security (other than a group that includes all or some of the Stockholder Parties); provided, however, that nothing herein shall limit the ability of an Affiliate of a Stockholder Party to join or in connection any way participate in the “group” currently in existence as of the Effective Date and comprising the Stockholder Parties following the execution of this Agreement, so long as any such Affiliate agrees to be subject to, and bound by, the terms and conditions of this Agreement and, if required under the Exchange Act, files a Schedule 13D or an amendment thereof, as applicable, within two (2) business days after disclosing that the Stockholder Party has formed a group with such Affiliate; (xi) demand a copy of the Company’s list of stockholders or its other books and records or make any request pursuant to Rule 14a-7 under the Exchange Act or under any statutory or regulatory provisions of Delaware providing for stockholder access to books and records (including lists of stockholders) of the Company; (xii) 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 (xiii) enter into any discussions, negotiations, agreements or understandings with any person with respect to any action the Stockholder Party is 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. (b) Notwithstanding anything to the contrary contained in Section 6(a) or elsewhere in this Agreement, a Stockholder Party shall not be prohibited or restricted from: (A) communicating 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 by any Party; (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 such Stockholder Party, provided that a breach by such Stockholder Party of this Agreement is not the cause of the applicable requirement; or (vC) publicly request communicating with stockholders of the Other Rollover Shareholders Company and others in a manner that does not otherwise violate this Agreement. (c) The provisions of Section 6(a) 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 amend or waive such director’s fiduciary duties to the Company and its stockholders and the Company Policies (it being understood and agreed that a Stockholder Party shall not take any actions to indirectly violate any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentenceof Section 6(a)). For The provisions of Section 6(a) shall also not prevent a Stockholder Party from freely voting his or its shares of Common Stock (except as otherwise provided in Section 3). (d) During the Standstill Period, each Stockholder Party shall refrain from taking any actions which could have the effect of encouraging or assisting any Third Party to engage in actions which, if taken by a Stockholder Party, would violate this Agreement. (e) 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, nothing the New Directors) under applicable law in this Section 2.2 his or any her capacity as such. Without limitation to the foregoing, the New Directors shall have the exact same (i) access to members of management as every other provision of this Agreement shall prohibit director and (aii) rights as every other director to access the Rollover Shareholder from acquiring securities books and records of the Company as and to make information requests of management in order to facilitate these rights. (f) At any time the Stockholder Parties cease to have a result of any share splitSchedule 13D filed with the SEC and during the Standstill Period, combinationupon reasonable written notice from the Company pursuant to Section 17 hereof, recapitalization or other similar transaction in or the Stockholder Parties shall promptly provide the Company with information regarding the amount of the securities of the Company if beneficially owned by each such share splitentity or individual. This ownership information provided to the Company will be kept strictly confidential, combinationunless required to be disclosed pursuant to applicable laws and regulations, recapitalization any subpoena, legal process or other legal requirement or in connection with any litigation or similar transaction has been duly approved proceedings in connection with this Agreement; provided, that in the event that the Company or any of its Representatives is required to disclose such information, the Company shall, unless prohibited by applicable law, give prompt written notice of such requirement to the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerStockholder Parties.

Standstill. (a) Except as provided in Section 2.3 below, for a period beginning on date of this Agreement and ending on with the Expiration Time, none prior approval of the Rollover Shareholder Board (as evidenced by a duly adopted resolution), during the Standstill Period, Investor will not, and each holder of Investor Shares will not, and each of the Investor and holder of Investor Shares will not cause or any of permit its Affiliates shallor Associates to, directly or indirectly: Investors Agreement Final (i) acquiremake, offer to acquire effect, initiate, propose, cause or agree to acquireparticipate in (including, directly but not limited to, arranging any financing for, or indirectlyprovide any financing commitment for): (A) any acquisition of ownership (including, by purchase or otherwisebut not limited to, any beneficial ownership in, as defined in Rule 13d-3 under the Securities Exchange Act) of any Voting Securities or direct securities convertible or indirect rights to acquire exchangeable into or exercisable for any beneficial ownership in, securities Voting Securities of the Company or any subsidiary thereof; Subsidiary or other Affiliate of the Company, (iiB) make any public announcement acquisition of any assets of the Company or any Subsidiary or other Affiliate of the Company, or (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the MergerC) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or offer, exchange offer, merger, business combination, recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek Subsidiary or propose to influence or control the management or policies other Affiliate of the Company, make or in involving any way participate, directly securities or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities assets of the Company or any subsidiary thereofSubsidiary or other Affiliate of the Company; provided, that the Investor may take any of the above-described actions within 60 days after another Person that is not an Affiliate or seek Associate of Investor has made a publicly announced proposal to advise or influence take any person such action that would result in a Sale of the Company so long as such Investor's actions are not in concert with such other Person. (ii) become a member of a group with respect to the voting of any voting Common Stock, other equity securities or assets of the Company Company; (iii) call or seek to call any subsidiary thereof; special meeting of the Company's stockholders for any reason whatsoever or initiate a stockholder vote or action by written consent of the Company's stockholders with respect to any matter; (iv) forminitiate, joinpropose, become a member of make or in any way participate in, directly or otherwise encourage indirectly, any "solicitation" of "proxies" to vote, or seek to influence any person or entity with respect to the formation ofCompany in opposition to any matter which has been recommended by the Board or in favor of any matter which has not been approved by the Board; or (v) enter into any discussions, a “group” (other than negotiations, arrangements or understandings with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection any third party with respect to any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or . (b) Parent Notwithstanding paragraph 3(a)(i) above, Investor and Merger Sub its Affiliates and Associates may acquire Common Stock from entering into and after the Merger Closing to the extent that such acquisition, which when combined with the shares of Common Stock then owned by Investor and its Affiliates and Associates, would not result in Investor and its Affiliates and Associates beneficially owning more than an aggregate of 20% of the then outstanding Voting Securities of the Company. (c) Each holder of Investor Shares agrees that, in the event of any breach of the provisions of this paragraph 3, the Company shall in addition to any right at law to damages be deemed irreparably harmed and entitled to equitable relief (without the posting of any bond or other security), including injunction requiring prompt disposition of securities acquired contrary to this Agreement in a manner which is calculated to cause wide distribution of the shares and consummating which is agreeable to the MergerCompany. (d) In the event that the Company shall adopt a stockholder rights plan with provisions that are triggered by the acquisition of beneficial ownership of a specified percentage of the Common Stock (a "TRIGGER PERCENTAGE"), the Company agrees that, for purposes of determining application of the stockholder rights plan to Investor, the plan will provide for a 20% Trigger Percentage even if the general Trigger Percentage is below 20%.