STANDSTILL AGREEMENTStandstill Agreement • February 22nd, 2005 • Pediatric Services of America Inc • Services-home health care services • Delaware
THIS STANDSTILL AGREEMENT (this “Agreement”) is entered into this 18th day of February, 2005, by and among Pediatric Services of America, Inc., a Delaware corporation (the “Company”), David Nierenberg, The D3 Family Fund, L.P., a Washington State limited partnership (the “D3 Fund”), The D3 Family Retirement Fund, L.P., a Washington State limited partnership, (the “D3 Retirement Fund”), The D3 Children’s Fund, L.P., a Washington State limited partnership (the “D3 Children’s Fund”), The D3 Offshore Fund, L.P., a Bahamas limited partnership (the “D3 Offshore Fund”), The D3 Family Bulldog Fund, L.P., a Washington State limited partnership (the “D3 Bulldog Fund”) and Nierenberg Investment Management Company, a Washington State corporation (“NIMC,” and, collectively, with David Nierenberg, the D3 Fund, the D3 Retirement Fund, the D3 Children’s Fund, the D3 Offshore Fund and the D3 Bulldog Fund, “Purchasers”).
