Common use of Standstill Arrangements Clause in Contracts

Standstill Arrangements. Each of the NNS Parties agrees, for itself and its Affiliates, that, during the Standstill Period, it will not in any manner, directly or indirectly (unless requested by the Company): (i) effect or seek (including, without limitation, entering into any discussions, negotiations, agreements or understandings with any third person whether publicly or otherwise) to effect, or encourage any other Person to participate in, effect or seek (whether publicly or otherwise) to effect, (a) any acquisition of Beneficial Ownership by any Person of any securities, rights or options to acquire any securities, or any assets or businesses, of the Company or any of its subsidiaries; provided, that, the NNS Parties may acquire Beneficial Ownership of Common Shares if upon such acquisition the aggregate Beneficial Ownership of Common Shares by the NNS Parties would not at any time be in excess of 20% of the number of Common Shares that are then outstanding and the NNS Parties may acquire Beneficial Ownership of publicly held notes issued by the Company if upon such acquisition the aggregate Beneficial Ownership of such notes by the NNS Parties would not at any time be in excess of 20% of the outstanding principal amount thereof, (b) any tender offer, exchange offer, merger, acquisition or other business combination, or other extraordinary transaction, involving the Company or any of its subsidiaries, (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or (d) or participate in, any solicitation of proxies or consents to vote, or recommendation to other holders how to vote, any voting securities of the Company with respect to the election of directors or any other proposal to be considered at any annual or special meetings of shareholders of the Company or for the call of a special meeting of shareholders, or present, conduct, participate in or engage in any proposal or other type of referendum (binding or non-binding), including nominations for directors, for consideration at such annual meeting or special meetings of shareholders or for the call of a special meeting of shareholders (it being agreed, however, that nothing herein shall prevent or impair any NNS Party from voting its voting securities (directly or by proxy grant)); (ii) form or join in a partnership, limited partnership, syndicate or other group, including, without limitation, a group as such term is used in Section 13(d) of the Exchange Act, with respect to the Common Shares, or otherwise support or participate in any effort by a third party, with respect to the matters set forth in clause (i) of this Article 3, or deposit any Common Shares in a voting trust or subject any Common Shares to any voting agreement, other than solely with its Affiliates or Associates (which Affiliates and Associates the NNS Parties shall cause to be subject to the same restrictions set forth herein as if they were parties hereto) with respect to the Common Shares now or hereafter owned by the NNS Parties or pursuant to this Agreement; (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, or initiate or take any action to obtain representation on the Board of Directors; (iv) 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 clause (i) of this Article 3; (v) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (vi) seek or request permission to do any of the foregoing, request to amend or waive any provision of this Article 3 (including, without limitation, this clause (vi)), or make or seek permission to disclose publicly (in SEC filings or otherwise) any intention, plan or arrangement that is inconsistent with any of the foregoing. Each of the NNS Parties also agrees during the Standstill Period not to, and shall cause its Affiliates, Associates, agents and representatives not to, request, directly or indirectly, any amendment or waiver of any provision of this Article 3 (including this sentence) by the Company. Notwithstanding anything to the contrary, nothing in this Agreement shall restrict or otherwise impair any NNS Party from selling or otherwise transferring its Common Shares or any other securities of the Company to any Person or from participating in any discussions to facilitate the same so long as such party is not in breach of the foregoing provisions of this Article III, including any such sale or transfer made in connection with a tender offer, exchange offer, merger, acquisition or other business combination, or other extraordinary transaction, involving the Company or any of its subsidiaries.

Standstill Arrangements. Each Until the termination of this Agreement (or thereafter if this Agreement terminates as a result of the NNS Parties agreesSA Group's breach of this Agreement), and for itself so long as the SA Group Nominees serve as directors and JLS serves as Co-Chairman of the Board (other than the failure of any such person to serve by reason of death, disability, resignation or declining to be nominated or elected), each member of the SA Group hereby agrees that, except as otherwise permitted hereby or actions taken by the SA Nominees solely in their capacities as directors, neither it nor any of its members or any of their Affiliates, thatacting alone or as part of a group with any other person, during the Standstill Period, it will not in any mannerwill, directly or indirectly (unless requested by the Company):indirectly: (ia) effect acquire or seek agree, or cause to be acquired, ownership (including, without limitationbut not limited to, entering into any discussions, negotiations, agreements or understandings with any third person whether publicly or otherwisebeneficial ownership) to effect, or encourage any other Person to participate in, effect or seek (whether publicly or otherwise) to effect, (a) any acquisition of Beneficial Ownership by any Person of any securities, rights of the assets or options to acquire any securities, businesses of the Company or any assets of its subsidiaries or businesses, of any securities or debt obligations of the Company or any of its subsidiaries; provided, thator any rights or options to acquire any such ownership (including from a third party) except in any bankruptcy proceeding, the NNS Parties may acquire Beneficial Ownership of Common Shares if upon such acquisition the aggregate Beneficial Ownership of Common Shares by the NNS Parties would not at any time be in excess of 20% of the number of Common Shares that are then outstanding and the NNS Parties may acquire Beneficial Ownership of publicly held notes issued by the Company if upon such acquisition the aggregate Beneficial Ownership of such notes by the NNS Parties would not at any time be in excess of 20% of the outstanding principal amount thereof, or (b) any tender offer, exchange offer, merger, acquisition commence or other business combinationsupport a stockholder proposal (including the election of directors) not supported by the Board or make, or other extraordinary transactionin any way participate in, involving any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities Exchange Commission) to vote or seek to advise or influence in any manner whatsoever any person or entity with respect to the voting of any securities of the Company or any of its subsidiaries, or (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or (d) or participate in, any solicitation of proxies or consents to vote, or recommendation to other holders how to vote, any voting securities of the Company with respect to the election of directors or any other proposal to be considered at any annual or special meetings of shareholders of the Company or for the call of a special meeting of shareholders, or present, conduct, participate in or engage in any proposal or other type of referendum (binding or non-binding), including nominations for directors, for consideration at such annual meeting or special meetings of shareholders or for the call of a special meeting of shareholders (it being agreed, however, that nothing herein shall prevent or impair any NNS Party from voting its voting securities (directly or by proxy grant)); (ii) form or join in a partnership, limited partnership, syndicate or other group, including, without limitation, a group as such term is used in Section 13(d) of the Exchange Act, with respect to the Common Shares, or otherwise support or participate in any effort by a third party, with respect to the matters set forth in clause (i) of this Article 3, or deposit any Common Shares in a voting trust or subject any Common Shares to any voting agreement, other than solely with its Affiliates or Associates (which Affiliates and Associates the NNS Parties shall cause to be subject to the same restrictions set forth herein as if they were parties hereto) with respect to the Common Shares now or hereafter owned by the NNS Parties or pursuant to this Agreement; (iii) otherwise act, whether alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, or initiate or take any action propose to obtain representation on the Board of Directors; (iv) 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 clause (i) of this Article 3; (v) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (vi) seek or request permission to do any of the foregoing, request to amend or waive any provision of this Article 3 (including, without limitation, this clause (vi)), or make or seek permission to disclose publicly (in SEC filings or otherwise) any intention, plan or arrangement that is inconsistent with any of the foregoing. Each of the NNS Parties also agrees during the Standstill Period not to, and shall cause its Affiliates, Associates, agents and representatives not to, request, directly or indirectly, any amendment or waiver of any provision of this Article 3 (including this sentence) by the Company. Notwithstanding anything to the contrary, nothing in this Agreement shall restrict or otherwise impair any NNS Party from selling or otherwise transferring its Common Shares or any other securities of the Company to any Person or from participating in any discussions to facilitate the same so long as such party is not in breach of the foregoing provisions of this Article III, including any such sale or transfer made in connection with a tender offer, exchange offer, merger, acquisition or other business combination, or other extraordinary transaction, involving the Company or any of its subsidiaries, or any of their respective stockholders or other equity holders any merger, tender or exchange offer, business combination, restructuring, recapitalization or similar transaction to or with the Company or any of its subsidiaries or otherwise act, whether alone or in concert with others, to seek to control, change or influence the management, the Board or policies of the Company or any of its subsidiaries, or nominate any person as a director of the Company who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of the Company or the equity holders of any of its subsidiaries, or (d) solicit, negotiate with, or provide any information to, any person with respect to a merger with, tender or exchange offer for, or liquidation of the Company or any of its subsidiaries or any other acquisition of the Company or any of its subsidiaries, or any other similar transaction, or (e) announce an intention to, or enter into any discussion, negotiations, arrangements or understandings with any third party with respect to, any of the foregoing, or (f) disclose any intention, plan or arrangement inconsistent with the foregoing, or (g) advise, assist or encourage any other person in connection with any of the foregoing, or (h) enter into any agreement with respect to the actions described in subsections (a) through (g), inclusive, above or ask for a waiver of any such provisions. Notwithstanding anything to the contrary contained in this Section 3, (i) in the event that the Company receives an unsolicited offer of a third party to acquire the Company by means of merger, tender or exchange offer or other business combination which the Board has determined to accept or not to oppose, the SA Group may make a competing offer for an acquisition of the Company by any such means, and (ii) members of the SA Group shall be permitted to bid for any properties that are then being offered for sale by the Company.

Standstill Arrangements. Each of the NNS Parties agrees, for itself and its Affiliates, Stockholders agrees that, during the period from the date of this Agreement through January 10, 2011 (the “Standstill Period”) and except as otherwise expressly provided herein, neither it will not in nor any mannerof its Affiliates or Associates will, without the written consent of the Company, directly or indirectly indirectly, solicit, request, advise, assist or knowingly encourage others to (unless requested by the Company): (ia) effect or seek seek, offer or propose (including, without limitation, entering into any discussions, negotiations, agreements or understandings with any third person whether publicly or otherwise) to effect, or encourage cause or participate in or in any way assist any other Person person to participate in, effect or seek seek, offer or propose (whether publicly or otherwise) to effecteffect or participate in, (ai) any acquisition of Beneficial Ownership by any Person of any securities, rights or options to acquire any securities, or any assets or businesses, of the Company or any of its subsidiaries; provided, that, the NNS Parties may acquire Beneficial Ownership of Common Shares if upon such acquisition the aggregate Beneficial Ownership of Common Shares by the NNS Parties would not at any time be in excess of 20% of the number of Common Shares that are then outstanding and the NNS Parties may acquire Beneficial Ownership of publicly held notes issued by the Company if upon such acquisition the aggregate Beneficial Ownership of such notes by the NNS Parties would not at any time be in excess of 20% of the outstanding principal amount thereof, (bii) any tender offer, or exchange offer, merger, acquisition merger or other business combination, or other extraordinary transaction, combination involving the Company or any of its subsidiaries, ; (ciii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries subsidiaries; or (div) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or participate in, any solicitation of proxies or consents consent to vote, or recommendation to other holders how to vote, vote any voting securities of the Company with respect to the election of directors Company; (b) form, join or in any other proposal to be considered at any annual or special meetings of shareholders of the Company or for the call of a special meeting of shareholders, or present, conduct, way participate in or engage in any proposal or other type of referendum a “group” (binding or non-binding), including nominations for directors, for consideration at such annual meeting or special meetings of shareholders or for the call of a special meeting of shareholders (it being agreed, however, that nothing herein shall prevent or impair any NNS Party from voting its voting securities (directly or by proxy grant)); (ii) form or join in a partnership, limited partnership, syndicate or other group, including, without limitation, a group as such term is used in Section 13(d) of defined under the Exchange Act, with respect to the Common Shares, or otherwise support or participate in any effort by a third party, with respect to the matters set forth in clause ); (ic) of this Article 3, or deposit any Common Shares in a voting trust or subject any Common Shares to any voting agreement, other than solely with its Affiliates or Associates (which Affiliates and Associates the NNS Parties shall cause to be subject to the same restrictions set forth herein as if they were parties hereto) with respect to the Common Shares now or hereafter owned by the NNS Parties or pursuant to this Agreement; (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board of Directors or policies of the Company, ; (d) nominate any persons as a director of the Company or initiate or take propose any action matter to obtain representation be voted on by stockholders of the Board of Directors; Company; (ive) take any action which would, or would reasonably be expected to, to force the Company to make a public announcement regarding any of the types of matters set forth in clause (ia) of this Article 3; above; or (vf) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or . The Stockholders also agree during the Standstill Period not to request the Company (vi) seek or request permission to do any of the foregoingits directors, request officers, employees or agents), directly or indirectly, to amend or waive any provision of this Article 3 (including, without limitation, this clause (vi)), or make or seek permission to disclose publicly (in SEC filings or otherwise) any intention, plan or arrangement that is inconsistent with any of the foregoing. Each of the NNS Parties also agrees during the Standstill Period not to, and shall cause its Affiliates, Associates, agents and representatives not to, request, directly or indirectly, any amendment or waiver of any provision of this Article 3 paragraph (including this sentence) by ). For the Company. Notwithstanding anything to the contraryavoidance of doubt, nothing in this Agreement shall restrict or otherwise impair any NNS Party from selling or otherwise transferring its Common Shares or any other securities of the Company to any Person or from participating in any discussions to facilitate the same so long as such party is not in breach of the foregoing provisions of this Article III, including paragraph shall not restrict the Stockholders’ ability to nominate any such sale or transfer made in connection with persons as a tender offer, exchange offer, merger, acquisition or other business combinationdirector of the Company, or propose any other extraordinary transactionmatter to be voted on by stockholders of the Company, involving at the Company or any of its subsidiaries2011 Annual Meeting.

Standstill Arrangements. Each of the NNS ▇▇▇▇▇ Parties agrees, for itself and its Affiliates, agrees that, during the Standstill Period, it will not in any manner, directly or indirectly (unless requested by period from the Company): date of this Agreement through the earlier of (i) effect or seek the ninetieth (including, without limitation, entering into any discussions, negotiations, agreements or understandings with any third person whether publicly or otherwise90th) to effect, or encourage any other Person to participate in, effect or seek (whether publicly or otherwise) to effect, (a) any acquisition day after the date of Beneficial Ownership by any Person the 2007 Annual Meeting of any securities, rights or options to acquire any securities, or any assets or businesses, Stockholders of the Company or (ii) October 31, 2007 (the “Standstill Period”), so long as the Company continues to nominate the ▇▇▇▇▇ Appointee, neither it nor any of its subsidiaries; providedAffiliates or Associates will, thatwithout the written consent of the Company, the NNS Parties may acquire Beneficial Ownership directly or indirectly, solicit, request, advise, assist or encourage others to: (a) solicit proxies or written consents of stockholders with respect to Common Stock under any circumstances, or make, or in any way participate in, any “solicitation” of any “proxy” to vote any shares of Common Shares if upon such acquisition the aggregate Beneficial Ownership of Common Shares by the NNS Parties would not at any time be in excess of 20% of the number of Common Shares that are then outstanding and the NNS Parties may acquire Beneficial Ownership of publicly held notes issued by the Company if upon such acquisition the aggregate Beneficial Ownership of such notes by the NNS Parties would not at any time be in excess of 20% of the outstanding principal amount thereof, (b) any tender offer, exchange offer, merger, acquisition or other business combinationStock, or other extraordinary transaction, involving become a “participant” in any contested solicitation for the Company or any election of its subsidiaries, (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction directors with respect to the Company (as such terms are defined or any used in Rules 14a-1 and Item 4 of its subsidiaries or (d) or participate in, any solicitation of proxies or consents to voteSchedule 14A under the Exchange Act), or recommendation seek to other holders how to vote, advise or influence any voting securities of the Company person with respect to the election voting, holding or disposition of directors any shares of Common Stock; provided, however, that nothing contained herein shall prohibit the ▇▇▇▇▇ Appointee from exercising his rights, duties or obligations as a director of the Company; (b) seek to call, or request the call of, a special meeting of the stockholders of the Company (other than, in the case of the ▇▇▇▇▇ Appointee, a call made as a member of the Board of Directors as such), or make, or induce any other stockholder to make, any stockholder proposal in respect of the Company, regardless of whether such proposal is made for inclusion in the Company’s proxy materials, is made at or in respect of any stockholders meeting or is made in connection with any attempt to solicit stockholder consents, or induce or assist any other stockholder in doing the same, or make a request for a list of the Company’s stockholders; (c) nominate or propose any person or persons as a director or directors of the Company to be considered elected at any annual or special meetings meeting of shareholders stockholders of the Company or for the call of a special meeting of shareholdersCompany, or presentinduce or assist or request any other stockholder to do the same, conduct, participate except by way of recommending one or more persons to the Company’s Nominating Committee; provided that this prohibition shall not apply to any actions of the ▇▇▇▇▇ Parties pursuant to and in accordance with Section 2 hereof; (d) make or engage in encourage any proposal or other type person to make a demand for inspection of referendum (binding or non-binding), including nominations for directors, for consideration at such annual meeting or special meetings any of shareholders or for the call books and records of a special meeting of shareholders (it being agreedthe Company; provided, however, that nothing contained herein shall prevent prohibit the ▇▇▇▇▇ Appointee from exercising his rights, duties or impair any NNS Party from voting its voting securities (directly or by proxy grant))obligations as a director of the Company; (iie) form instigate, encourage or join in a partnership, limited partnership, syndicate assist or other group, including, without limitation, a group as such term is used in Section 13(d) of the Exchange Act, with respect to the Common Shares, or otherwise support or participate in any effort by a third party, with respect to the matters set forth in clause (i) of this Article 3, or deposit any Common Shares in a voting trust or subject any Common Shares to any voting agreement, other than solely with its Affiliates or Associates (which Affiliates and Associates the NNS Parties shall cause to be subject to the same restrictions set forth herein as if they were parties hereto) with respect to the Common Shares now or hereafter owned by the NNS Parties or pursuant to this Agreement; (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, or initiate or take any action to obtain representation on the Board of Directors; (iv) 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 clause (i) of this Article 3; (v) enter into any discussions or arrangements with with, any third party with respect to any of the foregoing; or (vi) seek or request permission person to do any of the foregoing, request to amend actions prohibited or waive any provision of restricted by Section 4 or this Article 3 (including, without limitation, this clause (vi)), or make or seek permission to disclose publicly (in SEC filings or otherwise) any intention, plan or arrangement that is inconsistent with any of the foregoing. Each of the NNS Parties also agrees during the Standstill Period not to, and shall cause its Affiliates, Associates, agents and representatives not to, request, directly or indirectly, any amendment or waiver of any provision of this Article 3 (including this sentence) by the Company. Notwithstanding anything to the contrary, nothing in this Agreement shall restrict or otherwise impair any NNS Party from selling or otherwise transferring its Common Shares or any other securities of the Company to any Person or from participating in any discussions to facilitate the same so long as such party is not in breach of the foregoing provisions of this Article III, including any such sale or transfer made in connection with a tender offer, exchange offer, merger, acquisition or other business combination, or other extraordinary transaction, involving the Company or any of its subsidiariesSection 5.

Standstill Arrangements. Each During the Support Period, none of the NNS Parties agreesStockholders nor any of their Affiliates or Associates will, for itself and its Affiliates, that, during without the Standstill Period, it will not in any mannerwritten consent of the Board, directly or indirectly indirectly: (unless requested a) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including, but not limited to Beneficial Ownership), or arrange, or in any way participate in, any financings for the acquisition, of any of the assets or businesses of Plug Power or any of its subsidiaries or of any Common Stock or other securities of Plug Power or any of its subsidiaries, or any rights or options to acquire any such ownership (including from a third party) (other than acquisitions by any Stockholder or its Affiliates or Associates, in each case which is an INTER R▇▇ Grandfathered Person or a Grandfathered Person (as such terms are defined in the Company):Rights Agreement) at the time of such acquisition, that do not result in such Stockholder, Affiliates or Associates owning shares of Common Stock of Plug Power that equal or exceed the Grandfathered Percentage or INTER R▇▇ Grandfathered Percentage (as such terms are defined in the Rights Agreement) applicable to such person); (b) form, join, become a member of or in any way participate in a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than any “group'” to the extent such “group” could be deemed to exist among parties consisting solely of the Stockholders and/or their Affiliates or Associates), with respect to any equity securities of Plug Power; (c) solicit proxies or consents for the voting of any voting or other securities of Plug Power in connection with any “election contest,” or otherwise become a “participant,” directly or indirectly, in any “solicitation” of “proxies” or consents to vote in connection with any “election contest” or exempt solicitation under Rule 14a-2(b)(1) under the Exchange Act relating to an “election contest” involving Plug Power (all terms used in this subsection (c) and defined in Regulation 14A under the Exchange Act having the meanings assigned to them therein); (d) nominate or propose any persons as a director of Plug Power other than nominations made in a non-public manner pursuant to and in compliance with the policy relating to the consideration of director candidates recommended by security holders established from time to time by Plug Power’s Corporate Governance and Nominating Committee; or (e) except as otherwise expressly provided herein, (i) effect or seek announce an intention to do, (including, without limitation, entering ii) enter into any discussions, negotiations, agreements arrangements or understandings with any third person whether publicly or otherwise) to effect, or encourage any other Person to participate in, effect or seek (whether publicly or otherwise) to effect, (a) any acquisition of Beneficial Ownership by any Person of any securities, rights or options to acquire any securities, or any assets or businesses, of the Company or any of its subsidiaries; provided, that, the NNS Parties may acquire Beneficial Ownership of Common Shares if upon such acquisition the aggregate Beneficial Ownership of Common Shares by the NNS Parties would not at any time be in excess of 20% of the number of Common Shares that are then outstanding and the NNS Parties may acquire Beneficial Ownership of publicly held notes issued by the Company if upon such acquisition the aggregate Beneficial Ownership of such notes by the NNS Parties would not at any time be in excess of 20% of the outstanding principal amount thereof, (b) any tender offer, exchange offer, merger, acquisition or other business combination, or other extraordinary transaction, involving the Company or any of its subsidiaries, (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or (d) or participate in, any solicitation of proxies or consents to vote, or recommendation to other holders how to vote, any voting securities of the Company with respect to the election of directors or any other proposal to be considered at any annual or special meetings of shareholders of the Company or for the call of a special meeting of shareholders, or present, conduct, participate in or engage in any proposal or other type of referendum (binding or non-binding), including nominations for directors, for consideration at such annual meeting or special meetings of shareholders or for the call of a special meeting of shareholders (it being agreed, however, that nothing herein shall prevent or impair any NNS Party from voting its voting securities (directly or by proxy grant)); (ii) form or join in a partnership, limited partnership, syndicate or other group, including, without limitation, a group as such term is used in Section 13(d) of the Exchange Act, with respect to the Common Shares, or otherwise support or participate in any effort by a third party, with respect to the matters set forth in clause (i) of this Article 3, or deposit any Common Shares in a voting trust or subject any Common Shares to any voting agreement, other than solely with its Affiliates or Associates (which Affiliates and Associates the NNS Parties shall cause to be subject to the same restrictions set forth herein as if they were parties hereto) with respect to the Common Shares now or hereafter owned by the NNS Parties or pursuant to this Agreement; (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, or initiate or take any action to obtain representation on the Board of Directors; (iv) 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 clause (i) of this Article 3; (v) enter into any discussions or arrangements with any third party with respect to, (iii) publicly disclose any intention, plan or arrangement inconsistent with, or (iv) provide any advice or assistance to any other person, entity or group in connection with, any of the foregoing; or . The Stockholders shall not request Plug Power (vi) seek or request permission to do any of the foregoingits directors, request officers, employees or agents), directly or indirectly, to amend or waive any provision of this Article 3 (including, without limitation, this clause (vi)), or make or seek permission to disclose publicly (in SEC filings or otherwise) any intention, plan or arrangement that is inconsistent with any of the foregoing. Each of the NNS Parties also agrees during the Standstill Period not to, and shall cause its Affiliates, Associates, agents and representatives not to, request, directly or indirectly, any amendment or waiver of any provision of this Article Section 3 (including this sentence) by the Company. Notwithstanding anything to the contrary, nothing in this Agreement shall restrict or otherwise impair any NNS Party from selling or otherwise transferring its Common Shares or any other securities of the Company to any Person or from participating in any discussions to facilitate the same so long as such party is not in breach of the foregoing provisions of this Article III, including any such sale or transfer made in connection with a tender offer, exchange offer, merger, acquisition or other business combination, or other extraordinary transaction, involving the Company or any of its subsidiaries).

Standstill Arrangements. Each The Purchaser agrees that for a period of four (4) years after the Closing Date (the “Standstill Period”), without the prior written consent of the NNS Parties agreesCompany, for itself and the Purchaser shall not, nor shall it permit any of its AffiliatesAffiliates to, thatnor shall the Purchaser agree, during the Standstill Periodor advise, it will not in assist, encourage, provide information or provide financing to other Persons, or permit any mannerof its Affiliates to agree, or to advise, assist, encourage, provide information or provide financing to other Persons, to, individually or collectively, directly or indirectly indirectly: (unless requested a) acquire or offer to acquire or agree to acquire from any Person, directly or indirectly, by purchase or 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 Exchange Act) or otherwise, beneficial ownership of any Securities of the Company (other than Securities of the Company beneficially owned by the Company): Purchaser and its Affiliates upon completion of the transactions contemplated by this Agreement), or direct or indirect rights (including convertible securities) or options to acquire such beneficial ownership (or otherwise act in concert with respect to any such securities, rights or options with any Person that so acquires, offers to acquire or agrees to acquire); provided, however, that no such acquisition, offer to acquire or agreement to acquire shall be deemed to occur solely due to (i) effect a stock split, reverse stock split, reclassification, reorganization or other transaction by the Company affecting any class of the outstanding capital stock of the Company generally or (ii) a stock dividend or other pro rata distribution by the Company to holders of its outstanding capital stock or (iii) the merger with or the purchase or acquisition of control of any Person that owns Securities of the Company if such Securities constitute less than 20% of the fair market value of the total assets of such Person; or (b) seek representation on the Board or the removal of any members of the Board or a change in the composition or size of the Board; (includingc) make any statement or proposal, without limitationwhether written or oral, entering into to the Board or to any discussionsdirector, negotiationsofficer or agent of the Company, agreements or understandings make any public announcement or proposal whatsoever with respect to a merger or other business combination, sale or transfer of assets, recapitalization, dividend, share repurchase, liquidation or other extraordinary corporate transaction with the Company or any third person whether publicly or otherwise) to effectother transaction which could result in a Change of Control of the Company, solicit or encourage any other Person to participate inmake any such statement or proposal, effect or seek take any action which might require the Company to make a public announcement regarding the possibility of any transaction referred to in this Section 5.3(c) or similar transaction, or advise, assist or encourage any other Persons in connection with the foregoing; (whether publicly d) make, or otherwisein any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are defined in Rule 14a-1 under the Exchange Act) to effectvote any Voting Securities, (a) seek to advise, encourage or influence any acquisition of Beneficial Ownership by any Person of any securities, rights person or options to acquire any securities, or any assets or businesses, of the Company or any of its subsidiaries; provided, that, the NNS Parties may acquire Beneficial Ownership of Common Shares if upon such acquisition the aggregate Beneficial Ownership of Common Shares by the NNS Parties would not at any time be in excess of 20% of the number of Common Shares that are then outstanding and the NNS Parties may acquire Beneficial Ownership of publicly held notes issued by the Company if upon such acquisition the aggregate Beneficial Ownership of such notes by the NNS Parties would not at any time be in excess of 20% of the outstanding principal amount thereof, (b) any tender offer, exchange offer, merger, acquisition or other business combination, or other extraordinary transaction, involving the Company or any of its subsidiaries, (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction entity with respect to the Company voting of any Voting Securities, initiate or propose any of its subsidiaries or (d) or participate in, any solicitation of proxies or consents to voteshareholder proposal, or recommendation induce or attempt to induce any other holders how person to voteinitiate any shareholder proposal, or execute any voting securities of the Company written consent with respect to the election of directors or any other proposal to be considered at any annual or special meetings of shareholders of the Company or for the call of a special meeting of shareholders, or present, conduct, participate in or engage in any proposal or other type of referendum (binding or non-binding), including nominations for directors, for consideration at such annual meeting or special meetings of shareholders or for the call of a special meeting of shareholders (it being agreed, however, that nothing herein shall prevent or impair any NNS Party from voting its voting securities (directly or by proxy grant))Company; (iie) form or join in a partnership, limited partnership, syndicate or other group, including, without limitation, a group as such term is used in Section 13(d) of the Exchange Act, with respect to the Common Shares, or otherwise support or participate in any effort by a third party, with respect to the matters set forth in clause (i) of this Article 3, or deposit any Common Shares in Voting Securities into a voting trust or subject any Common Shares Voting Securities to any voting agreement, other than solely with its Affiliates arrangement or Associates (which Affiliates and Associates the NNS Parties shall cause to be subject to the same restrictions set forth herein as if they were parties hereto) agreement with respect to the Common Shares now or hereafter owned by the NNS Parties or pursuant to voting of any Voting Securities other than this Agreement; (iiif) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Securities, other than a group which the Purchaser is a member of as of the date of this Agreement; (g) otherwise act, alone or in concert with othersother Persons, to seek to exercise any control or influence over the management, Board of Directors or policies of the Company; (h) make a public request to the Company (or its directors, officers, shareholders, employees or initiate or agents) to take any action to obtain representation on the Board of Directors; (iv) take any action which would, or would reasonably be expected to, force the Company to make a public announcement regarding any in respect of the types of matters set forth in clause (i) of this Article 3; (v) enter into any discussions or arrangements with any third party with respect to any of the foregoingforegoing matters; or (vii) seek or request permission to do any of the foregoing, request to amend or waive any provision of this Article 3 (including, without limitation, this clause (vi)), or make or seek permission to publicly disclose publicly (in SEC filings or otherwise) any intention, plan or arrangement that is inconsistent with any of the foregoing. Each of the NNS Parties also agrees during the Standstill Period not to, and shall cause its Affiliates, Associates, agents and representatives not to, request, directly or indirectly, any amendment or waiver of any provision of this Article 3 (including this sentence) by the Company. Notwithstanding anything to the contrary, nothing in this Agreement shall restrict or otherwise impair any NNS Party from selling or otherwise transferring its Common Shares or any other securities of the Company to any Person or from participating in any discussions to facilitate the same so long as such party is not in breach of the foregoing provisions of this Article III, including any such sale or transfer made in connection with a tender offer, exchange offer, merger, acquisition or other business combination, or other extraordinary transaction, involving the Company or any of its subsidiaries.

Standstill Arrangements. Each of the NNS Prescott Parties agrees, for itself and its Affiliates, agrees that, during the period from the date of this Agreement through the earlier of (i) the ninetieth (90th) day after the date of the 2007 Annual Meeting of Stockholders of the Company or (ii) October 31, 2007 (the “Standstill Period”), neither it will not in nor any mannerof its Affiliates or Associates will, without the written consent of the Company, directly or indirectly indirectly, solicit, request, advise, assist or encourage others to: (unless requested a) solicit proxies or written consents of stockholders with respect to Common Stock under any circumstances, or make, or in any way participate in, any “solicitation” of any “proxy” to vote any shares of Common Stock, or become a “participant” in any contested solicitation for the election of directors with respect to the Company (as such terms are defined or used in Rules 14a-1 and Item 4 of Schedule 14A under the Exchange Act), or seek to advise or influence any person with respect to the voting, holding or disposition of any shares of Common Stock; provided, however, that nothing contained herein shall prohibit the Prescott Appointee from exercising his rights, duties or obligations as a director of the Company; (b) seek to call, or request the call of, a special meeting of the stockholders of the Company (other than, in the case of the Prescott Appointee, a call made by the Board of Directors as such), or make, or induce any other stockholder to make, any stockholder proposal in respect of the Company):, regardless of whether such proposal is made for inclusion in the Company’s proxy materials, is made at or in respect of any stockholders meeting or is made in connection with any attempt to solicit stockholder consents, or induce or assist any other stockholder in doing the same, or make a request for a list of the Company’s stockholders; (ic) effect commence or seek (includingannounce any intention to commence, without limitation, entering into any discussions, negotiations, agreements or understandings directly or indirectly or through or in conjunction with any third other person whether publicly or otherwise) to effectengage in, or encourage any other Person person to participate inmake, effect any tender offer or seek exchange offer for any shares of Common Stock or other securities of the Company, provided that nothing in Section 4(c) or this Section 5(c) shall prevent such Prescott Party from tendering or selling any Common Stock or other securities of the Company into or pursuant to a tender offer not made by or instigated by the Prescott Parties or any of their respective Affiliates or Associates. (whether publicly d) file with or otherwisesend to the SEC a Schedule 13D or any amendments to any Schedule 13D under the Exchange Act with respect to the Common Stock to reflect changes to the disclosures set forth therein and exhibits filed therewith, except (i) for an amendment to the Schedule 13D previously filed with the SEC by the Prescott Parties with respect to the Shares, (the “Current Schedule 13D”) to effectreflect this Agreement; provided that the Prescott Parties shall, prior to the filing of such amendment with the SEC, provide the Company with a copy of such amendment as it is proposed to be so filed and a reasonable opportunity to review and comment thereon, or (aii) to the extent such amendment is filed solely to report one or a combination of other actions (if any) permitted by this Agreement or authorized in writing by the Company. In addition, the Prescott Parties may file a Schedule 13D to comply with amendments after the date hereof to Section 13(d) of the Exchange Act, to the rules promulgated thereunder, or to the SEC’s interpretation of either of the foregoing (it being understood that nothing contained in this Section 5(d) shall be deemed to permit any action or disclosure that is otherwise prohibited by this Agreement). Such permitted amendments shall be referred to as the “Permitted Schedule 13D Amendments.” In no case shall Item 4 of the Current Schedule 13D be amended, except as otherwise permitted by this Section 5(d); (e) take any action or form any intention which would require an amendment to the Current Schedule 13D (other than amendments containing only Permitted Schedule 13D Amendments); (f) make a proposal or bid with respect to, or announce any intention or desire to make, or publicly make or disclose, cause to be made or disclosed publicly, any proposal or bid with respect to, the acquisition of Beneficial Ownership by any Person substantial portion of any securities, rights or options to acquire any securities, or any the assets or businesses, of the Company or of all or any of its subsidiaries; provided, that, the NNS Parties may acquire Beneficial Ownership of Common Shares if upon such acquisition the aggregate Beneficial Ownership of Common Shares by the NNS Parties would not at any time be in excess of 20% of the number of Common Shares that are then outstanding and the NNS Parties may acquire Beneficial Ownership of publicly held notes issued by the Company if upon such acquisition the aggregate Beneficial Ownership of such notes by the NNS Parties would not at any time be in excess of 20% portion of the outstanding principal amount thereofCommon Stock (except that the Prescott Parties may file Permitted Schedule 13D Amendments), (b) or any tender offer, exchange offer, merger, acquisition or consolidation, other business combination, or other extraordinary transactionrestructuring, involving the Company or any of its subsidiaries, (c) any recapitalization, restructuring, liquidation, dissolution liquidation or other extraordinary transaction with respect to involving the Company Company; (g) nominate or propose any of its subsidiaries person or (d) persons as a director or participate in, any solicitation of proxies or consents to vote, or recommendation to other holders how to vote, any voting securities directors of the Company with respect to the election of directors or any other proposal to be considered elected at any annual or special meetings meeting of shareholders stockholders of the Company or for the call of a special meeting of shareholdersCompany, or present, conduct, participate induce or assist or request any other stockholder to do the same; provided that this prohibition shall not apply to any actions of the Prescott Parties pursuant to and in accordance with Section 2 hereof; (h) make or engage in encourage any proposal or other type person to make a demand for inspection of referendum (binding or non-binding), including nominations for directors, for consideration at such annual meeting or special meetings any of shareholders or for the call books and records of a special meeting of shareholders (it being agreedthe Company; provided, however, that nothing contained herein shall prevent prohibit the Prescott Appointee from exercising his rights, duties or impair any NNS Party from voting its voting securities (directly or by proxy grant))obligations as a director of the Company; (iii) form act alone or in concert with others to seek control of the management, the Board (including the composition thereof) or the policies, business, operations or affairs of the Company; provided, however, that nothing contained herein shall prohibit the Prescott Appointee from exercising his rights, duties or obligations as a director of the Company; (j) publicly disclose, or cause or facilitate the public disclosure (including by disclosure to any journalist or other representative of the media) of, any request, or otherwise seek (in any manner that would require public disclosure by any of the Prescott Parties or its Affiliates or Associates), to obtain any waiver or consent under, or any amendment of, any provision of this Agreement; (k) form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group, including, without limitation, a group as such term is used in ” within the meaning of Section 13(d13(d)(3) of the Exchange Act, Act with respect to the Common Shares, Stock that seeks to achieve or otherwise support do any of the things prohibited or participate in any effort restricted by a third party, with respect to the matters set forth in clause (i) of Section 4 or this Article 3, Section 5; or deposit any shares of Common Shares Stock in a voting trust or similar arrangement or subject any shares of Common Shares Stock to any voting agreementagreement or pooling arrangement or proxy, other than solely with its Affiliates that seeks to achieve or Associates (which Affiliates and Associates the NNS Parties shall cause to be subject to the same restrictions set forth herein as if they were parties hereto) with respect to the Common Shares now or hereafter owned by the NNS Parties or pursuant to this Agreement; (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, or initiate or take any action to obtain representation on the Board of Directors; (iv) take any action which would, or would reasonably be expected to, force the Company to make a public announcement regarding do any of the types of matters set forth in clause (i) of things prohibited by Section 4 or this Article 3;Section 5; or (vl) instigate, encourage or assist or enter into any discussions or arrangements with with, any third party with respect to any of the foregoing; or (vi) seek or request permission person to do any of the foregoing, request to amend actions prohibited or waive any provision of restricted by Section 4 or this Article 3 (including, without limitation, this clause (vi)), or make or seek permission to disclose publicly (in SEC filings or otherwise) any intention, plan or arrangement that is inconsistent with any of the foregoing. Each of the NNS Parties also agrees during the Standstill Period not to, and shall cause its Affiliates, Associates, agents and representatives not to, request, directly or indirectly, any amendment or waiver of any provision of this Article 3 (including this sentence) by the Company. Notwithstanding anything to the contrary, nothing in this Agreement shall restrict or otherwise impair any NNS Party from selling or otherwise transferring its Common Shares or any other securities of the Company to any Person or from participating in any discussions to facilitate the same so long as such party is not in breach of the foregoing provisions of this Article III, including any such sale or transfer made in connection with a tender offer, exchange offer, merger, acquisition or other business combination, or other extraordinary transaction, involving the Company or any of its subsidiariesSection 5.

Standstill Arrangements. Each of the NNS Parties agrees, for itself and its Affiliates, Stockholders agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither it will not in nor any mannerof its Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly indirectly, solicit, request, advise, assist or encourage others (unless requested by other than exercising their rights to vote their respective Shares at an annual or special meeting of the Company): stockholders of Arbinet, in each instance in compliance with the terms of this Agreement), to (ia) effect or seek seek, offer or propose (including, without limitation, entering into any discussions, negotiations, agreements or understandings with any third person whether publicly or otherwise) to effect, or encourage cause or participate in or in any way assist any other Person person to participate in, effect or seek seek, offer of propose (whether publicly or otherwise) to effecteffect or participate in, (ai) except as permitted in Section 4, any acquisition of Beneficial Ownership by any Person securities (or beneficial ownership thereof) or assets of any securities, rights or options to acquire any securities, Arbinet or any assets of its subsidiaries; (ii) any tender or businessesexchange offer, of the Company merger or other business combination involving Arbinet or any of its subsidiaries; provided, thathowever, the NNS Parties may acquire Beneficial Ownership of Common Shares if upon such acquisition the aggregate Beneficial Ownership of Common Shares by the NNS Parties would not that nothing contained herein shall prohibit ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“Mashinsky”), subject to his duties and obligations as a director, from participating in any discussions at any time be in excess of 20% meeting of the number of Common Shares that are then outstanding and Board, including voting on any proposals properly brought before the NNS Parties may acquire Beneficial Ownership of publicly held notes issued by the Company if upon such acquisition the aggregate Beneficial Ownership of such notes by the NNS Parties would not at any time be in excess of 20% of the outstanding principal amount thereofBoard, (b) regarding any tender offer, or exchange offer, merger, acquisition merger or other business combination, or other extraordinary transaction, combination involving the Company Arbinet or any of its subsidiariessubsidiaries to the extent that such tender or exchange offer, merger or other business combination is properly on the agenda for such meeting of the Board; (ciii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company Arbinet or any of its subsidiaries subsidiaries; or (div) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or participate in, any solicitation of proxies or consents consent to vote, or recommendation to other holders how to vote, vote any voting securities of the Company with respect to the election of directors Arbinet; (b) form, join or in any other proposal to be considered at any annual or special meetings of shareholders of the Company or for the call of a special meeting of shareholders, or present, conduct, way participate in or engage in any proposal or other type of referendum a “group” (binding or non-binding), including nominations for directors, for consideration at such annual meeting or special meetings of shareholders or for the call of a special meeting of shareholders (it being agreed, however, that nothing herein shall prevent or impair any NNS Party from voting its voting securities (directly or by proxy grant)); (ii) form or join in a partnership, limited partnership, syndicate or other group, including, without limitation, a group as such term is used in Section 13(d) of defined under the Exchange Act, with respect to the Common Shares, or otherwise support or participate in any effort by a third party, with respect to the matters set forth in clause ); (i) of this Article 3, or deposit any Common Shares in a voting trust or subject any Common Shares to any voting agreement, other than solely with its Affiliates or Associates (which Affiliates and Associates the NNS Parties shall cause to be subject to the same restrictions set forth herein as if they were parties hereto) with respect to the Common Shares now or hereafter owned by the NNS Parties or pursuant to this Agreement; (iiic) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board of Directors or policies of the CompanyArbinet; provided, however, that nothing contained herein shall prohibit Mashinsky from exercising his duties and obligations as a director of Arbinet; (d) nominate any persons as a director of Arbinet (A) under Arbinet’s Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, or initiate or take any action (B) pursuant to obtain representation on Rule 14a-8 promulgated under the Board of Directors; (iv) take any action which wouldExchange Act, or would reasonably propose any matter to be expected to, force the Company to make a public announcement regarding any voted on by stockholders of the types of matters set forth in clause Arbinet; or (i) of this Article 3; (ve) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or . The Stockholders also agree during the Standstill Period not to request Arbinet (vi) seek or request permission to do any of the foregoingits directors, request officers, employees or agents), directly or indirectly, to amend or waive any provision of this Article 3 (including, without limitation, this clause (vi)), or make or seek permission to disclose publicly (in SEC filings or otherwise) any intention, plan or arrangement that is inconsistent with any of the foregoing. Each of the NNS Parties also agrees during the Standstill Period not to, and shall cause its Affiliates, Associates, agents and representatives not to, request, directly or indirectly, any amendment or waiver of any provision of this Article 3 paragraph (including this sentence) by the Company. Notwithstanding anything to the contrary, nothing in this Agreement shall restrict or otherwise impair any NNS Party from selling or otherwise transferring its Common Shares or any other securities of the Company to any Person or from participating in any discussions to facilitate the same so long as such party is not in breach of the foregoing provisions of this Article III, including any such sale or transfer made in connection with a tender offer, exchange offer, merger, acquisition or other business combination, or other extraordinary transaction, involving the Company or any of its subsidiaries).