AGREEMENTInvestor Agreement • February 17th, 2016 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
This AGREEMENT, dated as of February 12, 2016, is made and entered into by L. B. Foster Company, a Pennsylvania corporation (“L. B. Foster” or the “Company”) and each of the persons set forth on the signature page hereto (each, an “Investor” and collectively, the “Investor Group”) which presently are or may be deemed to be members of a “group” with respect to the common stock of the Company, par value $0.01 per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
ContractConfidentiality Agreement • February 17th, 2016 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
This letter agreement shall become effective upon its execution following the appointment of the New Director to the Board of Directors (the “Board”) of L. B. Foster Company, a Pennsylvania corporation (the “Company”). Capitalized terms used herein but not otherwise defined herein shall have the meanings given to such terms in the agreement (the “Board Composition Agreement”), dated as of the date of this letter agreement, among the Company and the persons set forth on Schedule A hereto, pursuant to which the Company has agreed to appoint, at the request and recommendation of the Investor Group, the New Director, to the Board, subject to the covenants and other agreements contained therein. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, during the Standstill Period (as defined in the Board Composition Agreement) and not at any time thereafter, the New Director may, if and to the extent he or she desires to do so, disclos
