Common use of Acquisition of Additional Shares; Other Restrictions Clause in Contracts

Acquisition of Additional Shares; Other Restrictions. During the Standstill Period, except with the prior approval of a majority of the Independent Directors (except any Stockholder Director), neither LLC Stockholder nor any assignee of LLC Stockholder pursuant to Section 3.2(iv) shall, directly or indirectly, and shall cause their Affiliates not to, directly or indirectly: (a) Acquire (other than any shares received as part of the Earn Out Payment as contemplated in the Merger Agreement), announce an intention to acquire, offer to acquire, or enter into any agreement, arrangement or undertaking of any kind the purpose of which is to acquire, by purchase, exchange or otherwise, (i) any shares of Company Common Stock, or (ii) any other security convertible into, or any option, warrant or right to acquire, Company Common Stock or (iii) all or substantially all of the assets of the Company or any of its Affiliates; provided that Sections 4.2(a)(i) and 4.2(a)(ii) shall not be applicable to the extent that (A) the aggregate percentage of outstanding Company Common Stock owned by the Stockholders is increased solely as a result of corporate action taken by the Company and not caused by any action taken by the Stockholders or (B) the number of shares of outstanding Company Common Stock collectively owned by the Stockholders does not exceed the number of shares collectively owned by the Stockholders at the Effective Time plus any shares received as part of the Earn Out Payment; provided, further, that in no event shall LLC Stockholder or any assignee of LLC Stockholder be permitted to acquire any shares of Company stock (other than shares received as part of the Earn Out Payment) if the acquisition of such shares would result in either of LLC Stockholder (or an assignee) owning 35% or more of the outstanding Company Common Stock. (b) Solicit, or participate in any solicitation of, proxies with respect to any Company Common Stock, or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A of the Exchange Act) in opposition to any matter that has been recommended by a majority of the Company’s Independent Directors (except any Stockholder Director) or in favor of any matter that has not been approved by a majority of the Independent Directors (except any Stockholder Director). (c) Propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals, seek or solicit support for (whether publicly or privately) any written consent of stockholders of the Company, attempt to call a special meeting of stockholders (except with the approval of a majority of the Independent Directors excluding any Stockholder Director), nominate or attempt to nominate any Person for election as a Director (except in accordance with Article II), or seek the removal or resignation of any Director (except in accordance with Article II), in each case in opposition to any matter that has been recommended by a majority of the Independent Directors (except any Independent Director who is a Stockholder Director) (and such recommendation has not been revoked or withdrawn) or in favor of any matter that has not been approved by a majority of the Independent Directors. (d) Deposit any Company Common Stock in a voting trust or similar agreement or subject any Company Common Stock to any arrangement or agreement with respect to the voting of such Company Common Stock. (e) Take any action to form, join or in any way participate in any partnership, limited partnership, syndicate or other Group with respect to Company Common Stock or otherwise act in concert with any Person for the purpose of circumventing the provisions or purposes of this Agreement. (f) Propose (or publicly announce or otherwise disclose an intention to propose), solicit, offer, seek to effect, negotiate with or provide any confidential information relating to the Company or its business to any other Person with respect to any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; provided, that nothing set forth in this Section 4.2(f) shall prohibit the Stockholders from soliciting, offering, seeking to effect and negotiating with any Person with respect to Transfers of Company Common Stock permitted by this Article IV; provided, further, that in so doing the Stockholders shall not issue any press release or otherwise make any public statements (other than statements made in response to any request by any Person for confirmation by the Stockholders or any of their Affiliates of information contained in any statement on Schedule 13D under the Exchange Act) with respect to such action (provided that the Stockholders may, and may permit its Affiliates to, make any statement required by applicable law, including without limitation, the amendment of any statement on Schedule 13D under the Exchange Act); provided, however, that in doing so Stockholders shall not provide any confidential information relating to the Company or its business to any such Person. (g) Take any other action to seek control (as such term is defined under Rule 12b-2 of the Exchange Act) of the Company. (h) Make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement except in a nonpublic and confidential manner. (i) Announce an intention to do, or solicit, assist, prompt, induce or attempt to induce any Person, directly or indirectly, to do, any of the actions restricted or prohibited under subparagraphs (a) through (h) above. Notwithstanding the restrictions contained in this Section 4.2, neither the actions taken by any Stockholder Director in his or her capacity as a member of the Board pursuant to such Person’s responsibilities in such capacity nor the exercise by any Stockholder of its voting rights in accordance with Section 2.3 with respect to any Stockholder Shares it beneficially owns shall be deemed to violate this Section 4.2.

Acquisition of Additional Shares; Other Restrictions. During the Standstill Period, except with the prior approval of a majority of the Independent Directors (who are not Stockholder Directors and except as expressly permitted by this Agreement or any Stockholder Director)amendment hereto, neither LLC Stockholder nor any assignee of LLC Stockholder pursuant to Section 3.2(iv) shallthe Stockholders shall not, directly or indirectly, and shall cause their Affiliates the Stockholder Permitted Transferees not to, directly or indirectly: (a) Acquire (other than any shares received as part of the Earn Out Payment as contemplated in the Merger Agreement)acquire, announce an intention to acquire, offer to acquire, or enter into any agreement, arrangement or undertaking of any kind the purpose of which is to acquire, by purchase, exchange or otherwise, otherwise (i) Beneficial Ownership of any shares of Company Common Stock, Stock or (ii) any other security convertible into, or any option, warrant or right to acquire, Company Common Stock, if such acquisition would cause the Beneficial Ownership of the Stockholders and the Stockholder Permitted Transferees to be (A) more than 49.9% of the outstanding shares of Common Stock (on a Fully Diluted Basis) if prior to such transaction the Stockholders and the Stockholder Permitted Transferees Beneficially Own 40% or more of the outstanding shares of Common Stock (on a Fully Diluted Basis) or (B) more than 40% of the outstanding shares of Common Stock (on a Fully Diluted Basis) if prior to such transaction the Stockholders and the Stockholder Permitted Transferees Beneficially Own less than 40% of the outstanding shares of Common Stock (on a Fully Diluted Basis) (each of the percentages described in clauses (A) and (B) above being hereinafter referred to, as applicable, as the "Maximum Stockholder Stock Ownership Percentage"), (ii) one-third or more of the outstanding shares of Senior Preferred Stock or (iii) all or substantially all a significant portion of the assets of the Company or any of its Affiliates; provided that Sections 4.2(a)(i. With respect to clause (i) above, any increase in Beneficial Ownership by the Stockholders and 4.2(a)(ii) any Stockholder Permitted Transferees resulting from any Accretion Amounts (as such term is defined in the Certificate of Designation, from any dividend in the form of Common Stock made with respect to the Conversion Stock, or from any repurchase of Common Stock by the Company shall not be applicable to included in the extent that (A) the aggregate percentage of outstanding Company Common Maximum Stock owned by the Stockholders is increased solely as a result of corporate action taken by the Company and not caused by any action taken by the Stockholders or (B) the number of shares of outstanding Company Common Stock collectively owned by the Stockholders does not exceed the number of shares collectively owned by the Stockholders at the Effective Time plus any shares received as part of the Earn Out PaymentOwnership Percentage; provided, furtherhowever, that in no event shall LLC Stockholder or any assignee of LLC Stockholder be permitted to all cases, the Stockholders may acquire any shares of Company stock (other than shares received as part securities of the Earn Out Payment) if Company pursuant to Section 4.05 or pursuant to the acquisition issuance of such shares would result in either of LLC Stockholder (or an assignee) owning 35% or more of the outstanding Company any dividends on Common Stock.; (b) Solicitsolicit, or participate in any solicitation of, proxies with respect to any Company Common StockStock or other voting securities of the Company, or become a “"participant” " in a “"solicitation” " (as such terms are defined in Regulation Rule 14A of the Exchange Act) in opposition to any matter that has been recommended by a majority of the Company’s Independent Directors (except any Stockholder Director) or in favor of any matter that has not been approved by a majority of the Independent Directors unless the Company or ▇▇. ▇▇▇▇▇ has breached any material provision of Article II or Article III (except any Stockholder Directorwhich breach shall not have been cured within 10 Business Days following receipt by the breaching party of written notice of such breach).; (c) Propose propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals, seek or solicit support for (whether publicly or privately) any written consent of stockholders of the Company, attempt to call a special meeting of stockholders (except with the approval of a majority of the Independent Directors excluding any Stockholder Director)stockholders, nominate or attempt to nominate any Person for election as a Director (except in accordance with Article II), or seek the removal or resignation of any Director (except in accordance with Article II), in each case in opposition to any matter that has been recommended by a majority of the Independent Directors (except any Independent Director who is a Stockholder Director) (and such recommendation has not been revoked or withdrawn) or in favor of any matter that has not been approved by a majority of the Independent Directors.Directors unless the Company or ▇▇. ▇▇▇▇▇ has breached any material provision of Article II or Article III (which breach shall not have been cured within 10 Business Days following receipt by the breaching party of written notice of such breach); (d) Deposit deposit any securities of the Company Common Stock in into a voting trust or similar agreement or subject any securities of the Company Common Stock to any arrangement or agreement with respect to the voting of such Company Common Stock.Stock other than an agreement or arrangement solely among the Stockholders and the Stockholder Permitted Transferees; (e) Take take any action to form, join or in any way participate in any partnership, limited partnership, syndicate or other Group with respect to Company Common Stock or otherwise act in concert with any Person for the purpose of circumventing the provisions or purposes of this Agreement.; (f) Propose unless the Company is the subject of a bona fide unsolicited tender offer, exchange offer or other takeover attempt, propose (or publicly announce or otherwise disclose an intention to propose), any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; (g) solicit, offer, seek to effect, negotiate with or provide any confidential information relating to the Company or its business to any other Person with respect to any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; provided, that nothing set forth in this Section 4.2(f) shall prohibit the Stockholders from soliciting, offering, seeking to effect and negotiating with any Person with respect to Transfers of Company Common Stock permitted by this Article IV; provided, further, that in so doing the Stockholders shall not issue any press release or otherwise make any public statements (other than statements made in response to any request by any Person for confirmation by the Stockholders or any of their Affiliates of information contained in any statement on Schedule 13D under the Exchange Act) with respect to such action (provided that the Stockholders may, and may permit its Affiliates to, make any statement required by applicable law, including without limitation, the amendment of any statement on Schedule 13D under the Exchange Act); provided, however, that in doing so Stockholders shall not provide any confidential information relating to the Company or its business to any such Person. (g) Take any other action to seek control (as such term is defined under Rule 12b-2 of the Exchange Act) of the Company.; (h) Make make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement except in a nonpublic and confidential manner.manner that requires public disclosure by any of the parties hereto; or (i) Announce announce an intention to do, or solicit, assist, prompt, induce or attempt to induce any Person, directly or indirectly, Person to do, any of the actions restricted or prohibited under subparagraphs (a) through (h) above. Notwithstanding the restrictions contained in this Section 4.2, neither the actions taken by any Stockholder Director in his or her capacity as a member of the Board pursuant to such Person’s responsibilities in such capacity nor the exercise by any Stockholder of its voting rights in accordance with Section 2.3 with respect to any Stockholder Shares it beneficially owns shall be deemed to violate this Section 4.2.

Acquisition of Additional Shares; Other Restrictions. During the Standstill Period, except with the prior approval of a majority of the Independent Directors (who are not Stockholder Directors and except as expressly permitted by this Agreement or any Stockholder Director)amendment hereto, neither LLC Stockholder nor any assignee of LLC Stockholder pursuant to Section 3.2(iv) shallthe Stockholders shall not, directly or indirectly, and shall cause their Affiliates the Stockholder Permitted Transferees not to, directly or indirectly: (a) Acquire (other than any shares received as part of the Earn Out Payment as contemplated in the Merger Agreement)acquire, announce an intention to acquire, offer to acquire, or enter into any agreement, arrangement or undertaking of any kind the purpose of which is to acquire, by purchase, exchange or otherwise, otherwise (i) Beneficial Ownership of any shares of Company Common Stock, Stock or (ii) any other security convertible into, or any option, warrant or right to acquire, Company Common Stock, if such acquisition would cause the Beneficial Ownership of the Stockholders and the Stockholder Permitted Transferees to be (A) more than 49.9% of the outstanding shares of Common Stock (on a Fully Diluted Basis) if prior to such transaction the Stockholders and the Stockholder Permitted Transferees Beneficially Own 40% or more of the outstanding shares of Common Stock (on a Fully Diluted Basis) or (B) more than 40% of the outstanding shares of Common Stock (on a Fully Diluted Basis) if prior to such transaction the Stockholders and the Stockholder Permitted Transferees Beneficially Own less than 40% of the outstanding shares of Common Stock (on a Fully Diluted Basis) (each of the percentages described in clauses (A) and (B) above being hereinafter referred to, as applicable, as the "Maximum Stockholder Stock Ownership Percentage"), (ii) one-third or more of the outstanding shares of Senior Preferred Stock or (iii) all or substantially all a significant portion of the assets of the Company or any of its Affiliates; provided that Sections 4.2(a)(i. With respect to clause (i) above, any increase in Beneficial Ownership by the Stockholders and 4.2(a)(ii) any Stockholder Permitted Transferees resulting from any Accretion Amounts (as such term is defined in the Certificate of Designation), from any dividend in the form of Common Stock made with respect to the Conversion Stock, or from any repurchase of Common Stock by the Company shall not be applicable to included in the extent that (A) the aggregate percentage of outstanding Company Common Maximum Stock owned by the Stockholders is increased solely as a result of corporate action taken by the Company and not caused by any action taken by the Stockholders or (B) the number of shares of outstanding Company Common Stock collectively owned by the Stockholders does not exceed the number of shares collectively owned by the Stockholders at the Effective Time plus any shares received as part of the Earn Out PaymentOwnership Percentage; provided, furtherhowever, that in no event shall LLC Stockholder or any assignee of LLC Stockholder be permitted to all cases, the Stockholders may acquire any shares of Company stock (other than shares received as part securities of the Earn Out Payment) if Company pursuant to Section 4.05 or pursuant to the acquisition issuance of such shares would result in either of LLC Stockholder (or an assignee) owning 35% or more of the outstanding Company any dividends on Common Stock. (b) Solicitsolicit, or participate in any solicitation of, proxies with respect to any Company Common StockStock or other voting securities of the Company, or become a “"participant” " in a “"solicitation” " (as such terms are defined in Regulation Rule 14A of the Exchange Act) in opposition to any matter that has been recommended by a majority of the Company’s Independent Directors (except any Stockholder Director) or in favor of any matter that has not been approved by a majority of the Independent Directors unless the Company or ▇▇. ▇▇▇▇▇ has breached any material provision of Article II or Article III (except any Stockholder Directorwhich breach shall not have been cured within 10 Business Days following receipt by the breaching party of written notice of such breach).; (c) Propose propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals, seek or solicit support for (whether publicly or privately) any written consent of stockholders of the Company, attempt to call a special meeting of stockholders (except with the approval of a majority of the Independent Directors excluding any Stockholder Director)stockholders, nominate or attempt to nominate any Person for election as a Director (except in accordance with Article II), or seek the removal or resignation of any Director (except in accordance with Article II), in each case in opposition to any matter that has been recommended by a majority of the Independent Directors (except any Independent Director who is a Stockholder Director) (and such recommendation has not been revoked or withdrawn) or in favor of any matter that has not been approved by a majority of the Independent Directors.Directors unless the Company or ▇▇. ▇▇▇▇▇ has breached any material provision of Article II or Article III (which breach shall not have been cured within 10 Business Days following receipt by the breaching party of written notice of such breach); (d) Deposit deposit any securities of the Company Common Stock in into a voting trust or similar agreement or subject any securities of the Company Common Stock to any arrangement or agreement with respect to the voting of such Company Common Stock.Stock other than an agreement or arrangement solely among the Stockholders and the Stockholder Permitted Transferees; (e) Take take any action to form, join or in any way participate in any partnership, limited partnership, syndicate or other Group with respect to Company Common Stock or otherwise act in concert with any Person for the purpose of circumventing the provisions or purposes of this Agreement.; (f) Propose unless the Company is the subject of a bona fide unsolicited tender offer, exchange offer or other takeover attempt, propose (or publicly announce or otherwise disclose an intention to propose), any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; (g) solicit, offer, seek to effect, negotiate with or provide any confidential information relating to the Company or its business to any other Person with respect to any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; provided, that nothing set forth in this Section 4.2(f) shall prohibit the Stockholders from soliciting, offering, seeking to effect and negotiating with any Person with respect to Transfers of Company Common Stock permitted by this Article IV; provided, further, that in so doing the Stockholders shall not issue any press release or otherwise make any public statements (other than statements made in response to any request by any Person for confirmation by the Stockholders or any of their Affiliates of information contained in any statement on Schedule 13D under the Exchange Act) with respect to such action (provided that the Stockholders may, and may permit its Affiliates to, make any statement required by applicable law, including without limitation, the amendment of any statement on Schedule 13D under the Exchange Act); provided, however, that in doing so Stockholders shall not provide any confidential information relating to the Company or its business to any such Person. (g) Take any other action to seek control (as such term is defined under Rule 12b-2 of the Exchange Act) of the Company.; (h) Make make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement except in a nonpublic and confidential manner.manner that requires public disclosure by any of the parties hereto; or (i) Announce announce an intention to do, or solicit, assist, prompt, induce or attempt to induce any Person, directly or indirectly, Person to do, any of the actions restricted or prohibited under subparagraphs (a) through (h) above. Notwithstanding the restrictions contained in this Section 4.2, neither the actions taken by any Stockholder Director in his or her capacity as a member of the Board pursuant to such Person’s responsibilities in such capacity nor the exercise by any Stockholder of its voting rights in accordance with Section 2.3 with respect to any Stockholder Shares it beneficially owns shall be deemed to violate this Section 4.2.

Acquisition of Additional Shares; Other Restrictions. During the Standstill Period, except with the prior approval of a majority of the Independent Directors (except any Directors, the Stockholder Director), neither LLC Stockholder nor any assignee of LLC Stockholder pursuant to Section 3.2(iv) shallshall not, directly or indirectly, and shall cause their its Affiliates not to, directly or indirectly: (a) Acquire (other than any shares received as part of the Earn Out Payment as contemplated in the Merger Agreement)acquire, announce an intention to acquire, offer to acquire, or enter into any agreement, arrangement or undertaking of any kind the purpose of which is to acquire, by purchase, exchange or otherwise, (i) any shares of Company Common StockStock (other than pursuant to any Employee Plan), if the effect of such acquisition would be to increase the number of shares of Company Common Stock beneficially owned by the Stockholder and its Affiliates, in the aggregate, to an amount representing more than 29.5% of the outstanding Company Common Stock or (ii) any other security convertible into, or any option, warrant or right to acquire, Company Common Stock (other than pursuant to any Employee Plan) or (iii) all or substantially all of the assets of the Company or any of its Affiliates; , provided that (x) Sections 4.2(a)(i4.03(a)(i) and 4.2(a)(ii(ii) shall not be applicable to the extent that (A) if the aggregate percentage of outstanding Company Common Stock owned by the Stockholders is increased solely as a result of corporate action taken by the Company and not caused by any action taken by the Stockholders Stockholder or any of its Affiliates and (By) the number ownership by any employee benefit plan of shares of outstanding the Stockholder or its Affiliates in any diversified index, mutual or pension fund managed by an independent investment advisor, which fund in turn holds, directly or indirectly, Company Common Stock collectively owned by the Stockholders does shall not exceed the number be deemed to be a breach of shares collectively owned by the Stockholders at the Effective Time plus any shares received as part of the Earn Out Payment; provided, further, that in no event shall LLC Stockholder or any assignee of LLC Stockholder be permitted to acquire any shares of Company stock (other than shares received as part of the Earn Out PaymentSection 4.03(a)(i) if the acquisition not more than 5% of such shares would result in either fund's assets are comprised of LLC Stockholder (or an assignee) owning 35% or more of the outstanding Company Common Stock. (b) Solicit, or participate in any solicitation of, proxies with respect to any Company Common Stock, or become a “"participant” " in a “"solicitation” " (as such terms are defined in Regulation 14A of the Exchange Act) in opposition to any matter that has been recommended by a majority of the Company’s Independent Directors (except any Stockholder Director) or in favor of any matter that has not been approved by a majority of the Independent Directors (except any Stockholder Director)Directors, or that is not a Third Party Offer. (c) Propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals, seek or solicit support for (whether publicly or privately) any written consent of stockholders of the Company, attempt to call a special meeting of stockholders (except with the approval of a majority of the Independent Directors excluding any Stockholder DirectorDirectors), nominate or attempt to nominate any Person for election as a Director (except in accordance with Article II), or seek the removal or resignation of any Director (other than a Stockholder Director) (except in accordance with Article II), in each case in opposition to any matter that has been recommended by a majority of the Independent Directors (except any Independent Director who is a Stockholder Director) (and such recommendation has not been revoked or withdrawn) or in favor of any matter that has not been approved by a majority of the Independent Directors, or that is not a Third Party Offer. (d) Deposit any Company Common Stock in a voting trust or similar agreement or subject any Company Common Stock to any arrangement or agreement with respect to the voting of such Company Common Stock; provided, however, that this Section 4.03 shall not prohibit any such arrangement solely among Stockholder and any of its wholly-owned subsidiaries. (e) Take any action to form, join or in any way participate in any partnership, limited partnership, syndicate or other Group with respect to Company Common Stock or otherwise act in concert with any Person for the purpose of circumventing the provisions or purposes of this Agreement. (f) Propose (or publicly announce or otherwise disclose an intention to propose), solicit, offer, seek to effect, negotiate with or provide any confidential information relating to the Company or its business to any other Person with respect to to, any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; provided, that nothing set forth in this Section 4.2(f4.03(f) shall prohibit the Stockholders Stockholder from soliciting, offering, seeking to effect and negotiating with any Person with respect to Transfers of Company Common Stock otherwise permitted by this Article IV; provided, provided further, that in so doing the Stockholders Stockholder shall not (x) issue any press release or otherwise make any public statements (other than statements made in response to any request by any Person for confirmation by the Stockholders Stockholder or any of their its Affiliates of information contained in any statement on Schedule 13D under the Exchange Act) with respect to such action (provided that the Stockholders Stockholder may, and may permit its Affiliates to, make any statement required by applicable law, including without limitation, the amendment of any statement on Schedule 13D under the Exchange Act); provided, however, that in doing so Stockholders Stockholder shall not provide any confidential information relating to the Company or its business to any such Person, and; provided, further, that nothing in this Section 4.04(f), shall apply to discussions between or among officers, employees or agents of Stockholder and the Stockholder Directors. (g) Take any other action to seek control (as such term is defined under Rule 12b-2 of the Exchange Act) of the Company. (h) Make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement except in a nonpublic and confidential manner. (i) Announce an intention to do, or solicit, assist, prompt, induce or attempt to induce any Person, directly or indirectly, Person to do, any of the actions restricted or prohibited under subparagraphs (a) through (h) above. Notwithstanding the restrictions contained in this Section 4.24.03, neither the none of actions taken by any Stockholder Director in his or her capacity as a member of the Board pursuant to such Person’s 's responsibilities in such capacity nor capacity, the exercise by any the Stockholder of its voting rights in accordance with Section 2.3 3.01 with respect to any Stockholder Shares Company Common Stock it beneficially owns owns, or actions taken by the Stockholder in accordance with Section 4.04 shall be deemed to violate this Section 4.24.03.

Acquisition of Additional Shares; Other Restrictions. During the Standstill Period, except with Period (excluding such period during which the prior approval of a majority of the Independent Directors (except any Stockholder Director), neither LLC Stockholder nor any assignee of LLC Stockholder Standstill Period may be suspended pursuant to Section 3.2(iv) shall3.01(a)), other than as provided in the Note Termination Agreement, the Stockholder shall not, directly or indirectly, and shall cause their its Affiliates not to, directly or indirectly: (a) Acquire (other than any shares received as part of the Earn Out Payment as contemplated in the Merger Agreement)Acquire, announce an intention to acquire, offer to acquire, or enter into any agreement, arrangement or undertaking of any kind the purpose of which is to acquire, by purchase, exchange or otherwise, (i) any shares of Company Common Stock, Stock or (ii) any other security convertible into, or any option, warrant or right to acquire, Company Common Stock or (iii) all or substantially all of the assets of the Company or any of its Affiliates; , provided that Sections 4.2(a)(i3.03(a)(i) and 4.2(a)(ii(ii) shall not be applicable to the extent that (A) if the aggregate percentage of outstanding Company Common Stock owned by the Stockholders is increased solely as a result of corporate action taken by the Company and not caused by any action taken by the Stockholders or (B) the number of shares of outstanding Company Common Stock collectively owned by the Stockholders does not exceed the number of shares collectively owned by the Stockholders at the Effective Time plus any shares received as part of the Earn Out Payment; provided, further, that in no event shall LLC Stockholder or any assignee of LLC Stockholder be permitted to acquire any shares of Company stock (other than shares received as part of the Earn Out Payment) if the acquisition of such shares would result in either of LLC Stockholder (or an assignee) owning 35% or more of the outstanding Company Common Stockits Affiliates. (b) Solicit, or participate in any solicitation of, proxies with respect to any Company Common Stock, or become a “"participant” " in a “"solicitation” " (as such terms are defined in Regulation 14A of the Exchange Act) in opposition to any matter that has been recommended by a majority of the Company’s Independent Directors (except any Stockholder Director) or in favor of any matter that has not been approved by a majority of the Independent Directors (except any Stockholder Director)Directors. (c) Propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals, seek or solicit support for (whether publicly or privately) any written consent of stockholders of the Company, attempt to call a special meeting of stockholders (except with the approval of a majority of the Independent Directors excluding any Stockholder Director)stockholders, nominate or attempt to nominate any Person for election as a Director (except in accordance with Article II), or seek the removal or resignation of any Director (other than a Stockholder Director) (except in accordance with Article II), in each case in opposition to any matter that has been recommended by a majority of the Independent Directors (except any Independent Director who is a Stockholder Director) (and such recommendation has not been revoked or withdrawn) or in favor of any matter that has not been approved by a majority of the Independent Directors. (d) Deposit any Company Common Stock in a voting trust or similar agreement or subject any Company Common Stock to any arrangement or agreement with respect to the voting of such Company Common Stock. (e) Take any action to form, join or in any way participate in any partnership, limited partnership, syndicate or other Group with respect to Company Common Stock or otherwise act in concert with any Person for the purpose of circumventing the provisions or purposes of this Agreement. (f) Propose (or publicly announce or otherwise disclose an intention to propose), solicit, offer, seek to effect, negotiate with or provide any confidential information relating to the Company or its business to any other Person with respect to to, any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company or fail to withdraw from any such proposal that, in the opinion of counsel to the Company, would require the Company to make a public announcement with respect thereto; provided, that nothing set forth in this Section 4.2(f) shall prohibit the Stockholders from soliciting, offering, seeking to effect and negotiating with any Person with respect to Transfers of Company Common Stock permitted by this Article IV; provided, further, that in so doing the Stockholders shall not issue any press release or otherwise make any public statements (other than statements made in response to any request by any Person for confirmation by the Stockholders or any of their Affiliates of information contained in any statement on Schedule 13D under the Exchange Act) with respect to such action (provided that the Stockholders may, and may permit its Affiliates to, make any statement required by applicable law, including without limitation, the amendment of any statement on Schedule 13D under the Exchange Act); provided, however, that in doing so Stockholders shall not provide any confidential information relating to the Company or its business to any such Person. (g) Take any other action to seek control (as such term is defined under Rule 12b-2 of the Exchange Act) of the Company. (h) Make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement except in a nonpublic and confidential manner. (i) Announce an intention to do, or solicit, assist, prompt, induce or attempt to induce any Person, directly or indirectly, to do, any of the actions restricted or prohibited under subparagraphs (a) through (h) above. Notwithstanding the restrictions contained in this Section 4.2, neither the actions taken by any Stockholder Director in his or her capacity as a member of the Board pursuant to such Person’s responsibilities in such capacity nor the exercise by any Stockholder of its voting rights in accordance with Section 2.3 with respect to any Stockholder Shares it beneficially owns shall be deemed to violate this Section 4.2.3.03

Acquisition of Additional Shares; Other Restrictions. During the Standstill Period, except with Lockup Period (excluding such period during which the prior approval of a majority of the Independent Directors (except any Stockholder Director), neither LLC Stockholder nor any assignee of LLC Stockholder Lockup Period may be suspended pursuant to Section 3.2(iv) shall3.01), the LLCs and the Principal Stockholders shall not, directly or indirectly, and shall cause their Affiliates not to, directly or indirectly: (a) Acquire (other than any shares received Except upon exercise of options or warrants granted by Company to the Principal Stockholders or as part of the Earn Out Payment as contemplated otherwise permitted in the Merger Agreement)LLC Agreements, acquire, announce an intention to acquire, offer to acquire, or enter into any agreement, arrangement or undertaking of any kind the purpose of which is to acquire, by purchase, exchange or otherwise, (i) any shares of Company Common Stock, Stock or (ii) any other security convertible into, or any option, warrant or right to acquire, Company Common Stock or (iii) all or substantially all of the assets of the Company or any of its Affiliates; provided that Sections 4.2(a)(i-------- 3.03 (a) (i) and 4.2(a)(ii(ii) shall not be applicable to the extent that (A) if the aggregate percentage of outstanding Company Common Stock owned by the Stockholders is increased solely as a result of corporate action taken by the Company and not caused by any action taken by the Principal Stockholders or (B) the number any of shares of outstanding Company Common Stock collectively owned by the Stockholders does not exceed the number of shares collectively owned by the Stockholders at the Effective Time plus any shares received as part of the Earn Out Payment; provided, further, that in no event shall LLC Stockholder or any assignee of LLC Stockholder be permitted to acquire any shares of Company stock (other than shares received as part of the Earn Out Payment) if the acquisition of such shares would result in either of LLC Stockholder (or an assignee) owning 35% or more of the outstanding Company Common Stocktheir Affiliates. (b) Solicit, or participate in any solicitation of, proxies with respect to any Company Common Stock, or become a “"participant” " in a “"solicitation” " (as such terms are defined in Regulation 14A of the Exchange Act) in opposition to any matter that has been recommended by a majority of the Company’s Independent Directors (except any Stockholder Director) or in favor of any matter that has not been approved by a majority of the Independent Directors (except any Stockholder Director)Directors. (c) Propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals, seek or solicit support for (whether publicly or privately) any written consent of stockholders of the Company, attempt to call a special meeting of stockholders (except with the approval of a majority of the Independent Directors excluding any Stockholder Director)stockholders, nominate or attempt to nominate any Person for election as a Director (except in accordance with Article II), or seek the removal or resignation of any Director (other than ▇▇▇▇▇) (except in accordance with Article II), in each case in opposition to any matter that has been recommended by a majority of the Independent Directors (except any Independent Director who is a Stockholder Director) (and such recommendation has not been revoked or withdrawn) or in favor of any matter that has not been approved by a majority of the Independent Directors. (d) Deposit any Company Common Stock in a voting trust or similar agreement or subject any Company Common Stock to any arrangement or agreement with respect to the voting of such Company Common Stock. (e) Take any action to form, join or in any way participate in any partnership, limited partnership, syndicate or other Group with respect to Company Common Stock or otherwise act in concert with any Person for the purpose of circumventing the provisions or purposes of this Agreement. (f) Propose (or publicly announce or otherwise disclose an intention to propose), solicit, offer, seek to effect, negotiate with or provide any confidential information relating to the Company or its business to any other Person with respect to to, any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; provided, that nothing set forth in this Section 4.2(f) shall prohibit the Stockholders from soliciting, offering, seeking to effect and negotiating with any Person with respect to Transfers of Company Common Stock permitted by this Article IV; provided, further, that in so doing the Stockholders shall not issue any press release or otherwise make any public statements (other than statements made in response to any request by any Person for confirmation by the Stockholders or any of their Affiliates of information contained in any statement on Schedule 13D under the Exchange Act) with respect to such action (provided that the Stockholders may, and may permit its Affiliates to, make any statement required by applicable law, including without limitation, the amendment of any statement on Schedule 13D under the Exchange Act); provided, however, that in doing so Stockholders shall not provide any confidential information relating to the Company or its business fail to withdraw from any such Person. (g) Take any other action to seek control (as such term is defined under Rule 12b-2 of proposal that, in the Exchange Act) of the Company. (h) Make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement except in a nonpublic and confidential manner. (i) Announce an intention to do, or solicit, assist, prompt, induce or attempt to induce any Person, directly or indirectly, to do, any of the actions restricted or prohibited under subparagraphs (a) through (h) above. Notwithstanding the restrictions contained in this Section 4.2, neither the actions taken by any Stockholder Director in his or her capacity as a member of the Board pursuant to such Person’s responsibilities in such capacity nor the exercise by any Stockholder of its voting rights in accordance with Section 2.3 with respect to any Stockholder Shares it beneficially owns shall be deemed to violate this Section 4.2.opinion

Acquisition of Additional Shares; Other Restrictions. During the Standstill Period, except with the prior approval of a majority of the Independent Directors (except any Directors, the Stockholder Director), neither LLC Stockholder nor any assignee of LLC Stockholder pursuant to Section 3.2(iv) shallshall not, directly or indirectly, and shall cause their its Affiliates not to, directly or indirectly: (a) Acquire (other than any shares received as part of the Earn Out Payment as contemplated in the Merger Agreement)acquire, announce an intention to acquire, offer to acquire, or enter into any agreement, arrangement or undertaking of any kind the purpose of which is to acquire, by purchase, exchange or otherwise, (i) any shares of Company Common StockStock (other than pursuant to any Employee Plan), if the effect of such acquisition would be to increase the number of shares of Company Common Stock beneficially owned by the Stockholder and its Affiliates, in the aggregate, to an amount representing more than 29.5% of the outstanding Company Common Stock or (ii) any other security convertible into, or any option, warrant or right to acquire, Company Common Stock (other than pursuant to any Employee Plan) or (iii) all or substantially all of the assets of the Company or any of its Affiliates; provided , PROVIDED that (x) Sections 4.2(a)(i4.03(a)(i) and 4.2(a)(ii(ii) shall not be applicable to the extent that (A) if the aggregate percentage of outstanding Company Common Stock owned by the Stockholders is increased solely as a result of corporate action taken by the Company and not caused by any action taken by the Stockholders Stockholder or any of its Affiliates and (By) the number ownership by any employee benefit plan of shares of outstanding the Stockholder or its Affiliates in any diversified index, mutual or pension fund managed by an independent investment advisor, which fund in turn holds, directly or indirectly, Company Common Stock collectively owned by the Stockholders does shall not exceed the number be deemed to be a breach of shares collectively owned by the Stockholders at the Effective Time plus any shares received as part of the Earn Out Payment; provided, further, that in no event shall LLC Stockholder or any assignee of LLC Stockholder be permitted to acquire any shares of Company stock (other than shares received as part of the Earn Out PaymentSection 4.03(a)(i) if the acquisition not more than 5% of such shares would result in either fund's assets are comprised of LLC Stockholder (or an assignee) owning 35% or more of the outstanding Company Common Stock. (b) Solicit, or participate in any solicitation of, proxies with respect to any Company Common Stock, or become a “"participant” " in a “"solicitation” " (as such terms are defined in Regulation 14A of the Exchange Act) in opposition to any matter that has been recommended by a majority of the Company’s Independent Directors (except any Stockholder Director) or in favor of any matter that has not been approved by a majority of the Independent Directors (except any Stockholder Director)Directors, or that is not a Third Party Offer. (c) Propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals, seek or solicit support for (whether publicly or privately) any written consent of stockholders of the Company, attempt to call a special meeting of stockholders (except with the approval of a majority of the Independent Directors excluding any Stockholder DirectorDirectors), nominate or attempt to nominate any Person for election as a Director (except in accordance with Article II), or seek the removal or resignation of any Director (other than a Stockholder Director) (except in accordance with Article II), in each case in opposition to any matter that has been recommended by a majority of the Independent Directors (except any Independent Director who is a Stockholder Director) (and such recommendation has not been revoked or withdrawn) or in favor of any matter that has not been approved by a majority of the Independent Directors, or that is not a Third Party Offer. (d) Deposit any Company Common Stock in a voting trust or similar agreement or subject any Company Common Stock to any arrangement or agreement with respect to the voting of such Company Common Stock; PROVIDED, HOWEVER, that this Section 4.03 shall not prohibit any such arrangement solely among Stockholder and any of its wholly-owned subsidiaries. (e) Take any action to form, join or in any way participate in any partnership, limited partnership, syndicate or other Group with respect to Company Common Stock or otherwise act in concert with any Person for the purpose of circumventing the provisions or purposes of this Agreement. (f) Propose (or publicly announce or otherwise disclose an intention to propose), solicit, offer, seek to effect, negotiate with or provide any confidential information relating to the Company or its business to any other Person with respect to to, any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; providedPROVIDED, that nothing set forth in this Section 4.2(f4.03(f) shall prohibit the Stockholders Stockholder from soliciting, offering, seeking to effect and negotiating with any Person with respect to Transfers of Company Common Stock otherwise permitted by this Article IV; provided, furtherPROVIDED FURTHER, that in so doing the Stockholders Stockholder shall not (x) issue any press release or otherwise make any public statements (other than statements made in response to any request by any Person for confirmation by the Stockholders Stockholder or any of their its Affiliates of information contained in any statement on Schedule 13D under the Exchange Act) with respect to such action (provided PROVIDED that the Stockholders Stockholder may, and may permit its Affiliates to, make any statement required by applicable law, including without limitation, the amendment of any statement on Schedule 13D under the Exchange Act); providedPROVIDED, howeverHOWEVER, that in doing so Stockholders Stockholder shall not provide any confidential information relating to the Company or its business to any such Person, and; PROVIDED, FURTHER, that nothing in this Section 4.04(f), shall apply to discussions between or among officers, employees or agents of Stockholder and the Stockholder Directors. (g) Take any other action to seek control (as such term is defined under Rule 12b-2 of the Exchange Act) of the Company. (h) Make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement except in a nonpublic and confidential manner. (i) Announce an intention to do, or solicit, assist, prompt, induce or attempt to induce any Person, directly or indirectly, Person to do, any of the actions restricted or prohibited under subparagraphs (a) through (h) above. Notwithstanding the restrictions contained in this Section 4.24.03, neither the none of actions taken by any Stockholder Director in his or her capacity as a member of the Board pursuant to such Person’s 's responsibilities in such capacity nor capacity, the exercise by any the Stockholder of its voting rights in accordance with Section 2.3 3.01 with respect to any Stockholder Shares Company Common Stock it beneficially owns owns, or actions taken by the Stockholder in accordance with Section 4.04 shall be deemed to violate this Section 4.24.03.