Common use of Standstill Restrictions Clause in Contracts

Standstill Restrictions. Section 6.1 Until the later of (x) the time that the Investor’s Ownership Percentage is less than 25% of the Diluted Common Shares and (y) the third anniversary of the Original ▇▇▇ Date (and, in the case of (iv) – (vii), only for so long as the designees of Investor under Section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither the Investor nor any Investor Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Common Stock issued pursuant to the CoyCo Transaction Agreement, the Converted Investor Warrant, Common Stock acquired upon exercise of the Converted Investor Warrant and any Common Stock paid as dividends or as otherwise would not increase the Investor’s beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) 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 of the Company or any Subsidiary of the Company except for any group constituting solely of the Investor and Investor Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directors. Section 6.2 Notwithstanding the foregoing, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in such process, each Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s participation in any process, the Investor’s right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Board.

Standstill Restrictions. Section 6.1 Until the later of (x) the time that the Investor’s Ownership Percentage is less than 25% of the Diluted Common Shares Stock on an as-converted basis and (y) the third anniversary of the Original ▇▇▇ Date date hereof (and, in the case of (iv) – (vii), only for so long as the designees of Investor under Section section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither the Investor nor any Investor Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Common Stock issued pursuant to the CoyCo Transaction AgreementPreferred Shares, the Converted Investor Warrant, Common Stock acquired upon conversion of such Preferred Shares and exercise of the Converted Investor Warrant and any Preferred Shares or Common Stock paid as dividends or as an increase of the accrued liquidation payment amount or distributions thereon or as otherwise would not increase the Investor’s beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit any Preferred Shares or Common Stock in a voting trust or similar arrangement or subject any Preferred Shares or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) 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 of the Company or any Subsidiary of the Company except for any group constituting solely of the Investor and Investor Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b)) and the Series A Certificate of Designations, (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board pursuant to the terms of the Series A Certificate of Designations from exercising their fiduciary duties or powers as directors. Section 6.2 Notwithstanding the foregoing, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in such process, each Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s participation in any process, the Investor’s right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Board.

Standstill Restrictions. Section 6.1 Until the later of (xa) the time that the Investor’s Ownership Percentage is less than 25% Each member of the Diluted Common Shares and Ramius Group agrees that, from the date of this Agreement until the date that is ten (y10) the third anniversary of the Original ▇▇▇ Date (and, in the case of (iv) – (vii), only for so long as the designees of Investor under Section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect business days prior to the election deadline for the submission of stockholder nominations for the Investor Designees2011 Annual Meeting (the “Standstill Period”), neither the Investor it nor any Investor Affiliate shall (i) except as provided in Section 5of its Affiliates or Associates under its control or direction will, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership and it will cause each of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Common Stock issued pursuant to the CoyCo Transaction Agreement, the Converted Investor Warrant, Common Stock acquired upon exercise of the Converted Investor Warrant its Affiliates and any Common Stock paid as dividends or as otherwise would Associates under its control not increase the Investor’s beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage into, directly or indirectly, in any manner: (i) engage in any solicitation of proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended or the rules or regulations thereunder (the “Exchange Act”)) of proxies or consents (including, without limitation, any solicitation of consents to votecall a special meeting of stockholders and any solicitation or nomination pursuant to Rule 14a-11 under the Exchange Act), or in each case, with respect to securities of the Company; (ii) seek to advise advise, encourage, support or influence any person with respect to the voting of, or disposition of any voting securities of the Company at annual or any special meeting of Subsidiary of the Companystockholders, except in accordance with Section 4(a)(vii) and Section 5(b); (viii) form, join or in any way participate in a any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a “group” that includes all or some lesser number of the persons identified as part of the Ramius Group, but does not include any other members who are not currently identified as Ramius Group members as of the date hereof); (iv) deposit any Common Stock in any voting securities trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among the Ramius Group; (v) control or seek to control the Board, other than through non public communications with the officers and directors of the Company; (vi) seek or encourage any person (other than any member of the Ramius Group) to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or any Subsidiary solicitation or nomination pursuant to Rule 14a-11 under the Exchange Act; (1) make any proposal for consideration by stockholders at any annual or special meeting of stockholders or (2) make any offer or proposal (with or without conditions) with respect to a merger, acquisition, disposition or other business combination involving the Ramius Group and the Company; provided, however, that nothing herein will limit the ability of (1) any member of the Company except for any group constituting solely of the Investor Ramius Group, or its respective Affiliates and Investor Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board)Associates, except as otherwise provided in Section 2.4(b)5, to vote its shares of Common Stock on any matter submitted to a vote of the stockholders of the Company or (2) the Ramius Group to announce its opposition to any Board approved proposals related to a merger, acquisition, disposition of all or substantially all of the assets of the Company or other business combination involving the Company; (vii) callseek, alone or in concert with others, representation on the Board, except as specifically contemplated in Section 3; or (ix) make any request to amend, waive or terminate any provision of this Agreement, other than through non public communications with the calling ofofficers and directors of the Company that do not trigger any disclosure obligation on the part of any member of the Ramius Group. (b) Notwithstanding anything contained herein to the contrary, except as expressly provided in Section 5(b), each member of the Ramius Group shall be entitled to: (i) vote their shares in favor of the election of the Settlement Director at the Annual Meeting, in favor of the Declassification Proposal and on any other proposal duly brought before the Annual Meeting, or otherwise seek or assist in the calling of a special meeting vote as each member of the shareholders Ramius Group determines in its sole discretion; and (ii) disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company (viiiother than the election of directors) disclose any intention, plan or arrangement prohibited by, or inconsistent withand the reasons therefor; (c) As used in this Agreement, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause terms “Affiliate” and “Associate” shall have the Company to make a public announcement regarding any intention of the Investor to take an action that would be prohibited respective meanings set forth in Rule 12b-2 promulgated by the foregoing; provided, however, that SEC under the foregoing shall not restrict the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directorsExchange Act. Section 6.2 Notwithstanding the foregoing, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in such process, each Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s participation in any process, the Investor’s right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Board.

Standstill Restrictions. During the Standstill Period (as defined in Section 6.1 Until 3.4), the later Investor shall not, and shall not permit any of its Affiliates to, without the prior written consent of the Company: (xi) acquire, agree to acquire or make any public proposal to acquire, directly or indirectly, Beneficial Ownership of any voting securities or assets of the Company or its Subsidiaries, except (A) the time acquisition of securities or assets by the Investor or any of its wholly owned Subsidiaries from the Investor or any such Subsidiary, (B) Beneficial Ownership resulting from the acquisition of interests in any unrelated Person that the Investor’s has Beneficial Ownership Percentage is less than 25% of the Diluted shares of Common Shares and (y) the third anniversary of the Original ▇▇▇ Date (andStock, provided, in the case of this clause (ivB) – that (vii), only for so long as 1) the designees acquisition of Investor under Section 2.1(a) are seated on Beneficial Ownership of Common Stock was not the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election primary purpose of the Investor Designees)acquisition of interests in such unrelated Person, neither (2) the Investor nor any Investor or the relevant Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquiredivests, or offer causes the unrelated Person to acquiredivest, beneficial ownership any such shares of Common Stock reasonably promptly in a commercially reasonable manner, and (3) any equity securities such shares of Common Stock shall not be counted in any calculation of the CompanyInvestor’s Economic Interest Percentage, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Common Stock issued (C) pursuant to the CoyCo Transaction Agreementexercise of preemptive rights pursuant to Article V, or, prior to the Converted time Investor Warrantfirst takes an action described in Section 5.6(ii), purchases of Common Stock acquired upon exercise in the open market up to a cap, which cap shall be an Investor Percentage Interest of 22.4% (provided that if such limitation would result in the Converted Investor Warrant being limited to an Economic Interest Percentage of less than 20%, then such limitation shall instead be equal to the lesser of (x) an Economic Interest Percentage of 20% and any Common Stock paid as dividends (y) an Investor Percentage Interest of 24.9%), or as otherwise would not increase (D) on behalf of customers in the Investor’s beneficial ownership ordinary course of the Company’s Common Stock by greater than 1% on an as-converted basis, their respective financial services businesses; (ii) bring deposit any action or otherwise act to contest the validity shares of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any shares of Common Stock Stock; (iii) publicly propose to enter into, directly or indirectly, any person not affiliated with merger or other business combination or similar transaction with, or change in control transaction involving, the Investor Company or Company management; its Subsidiaries; (iv) make, or in any way participate or engage join in, directly or indirectly, any solicitation “solicitation” of proxies “proxies” (as such terms are used in the proxy rules of the SEC) to vote, or seek to advise or influence vote any person with respect to the voting of, any voting securities of the Company or any its Subsidiaries (it being understood that (A) the Investor is entitled to exercise the voting rights with respect to the Securities in its discretion (and without regard to the recommendation of Subsidiary the Board or management of the Company), (B) the Investor may publicly propose that Board take actions that the Investor supports or refrain from taking actions that the Investor opposes and (C) the Investor may vote in favor of proposals made by other stockholders (and without regard to the recommendation of the Board with respect thereto)); (v) [Reserved.] (vi) seek a release of the restrictions contained in this Section 3.3, in any manner that would require public disclosure thereof; (vii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that, with respect to any voting securities of the Company or any Subsidiary its Subsidiaries, would be required under Section 13(d) of the Company except for any group constituting solely Exchange Act and the rules and regulations thereunder to file a Statement on Schedule 13D with the SEC as a “person” (within the meaning of Section 13(d)(3) of the Exchange Act); or (viii) publicly disclose any plan or proposal with respect to the foregoing. Notwithstanding anything to the contrary herein, the Company acknowledges that the Investor may provide guidance and participate with respect to matters relating to the Company’s business, including operational and financial policies. It is understood between the Company and Investor Affiliates, that (viA) seek the removal Investor is entitled to exercise the voting rights with respect to the Securities in its discretion (and without regard to the recommendation of any directors from the Board or a change management of the Company), (B) the Investor may privately or publicly propose that the Board or the Company take actions that the Investor supports or refrain from taking actions that the Investor opposes and (C) the Investor may publicly state its position with regard to proposals made by other stockholders and vote in favor of or against proposals made by other stockholders (and without regard to the size or composition recommendation of the Board (including, without limitation, voting for with respect thereto. The restrictions on the Investor contained in this Section 3.3 shall not apply at any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action time that would reasonably be expected to cause the Company to make a public announcement regarding any intention of the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall is not restrict the Investor from complying in compliance with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directorsits obligations under Section 3.1. Section 6.2 Notwithstanding the foregoing, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in such process, each Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s participation in any process, the Investor’s right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Board.

Standstill Restrictions. Section 6.1 Until (a) From and after the Closing Date until the later of (x) the time that the Investor’s Ownership Percentage is less than 25% seven (7) year anniversary of the Diluted Common Shares Closing Date and (y) the third three (3) year anniversary of the Original ▇▇▇ Date date on which the Stockholders shall cease to Beneficially Own Voting Securities representing at least five percent (and5%) of the Voting Securities outstanding at such time (the “Standstill Period”), each Stockholder and the Management Company shall not, and each Stockholder and the Management Company shall cause each of its controlled Affiliates not to, directly or indirectly, alone or in concert with any other Person, except as expressly set forth in this Section 4.1 or Section 5.1(f)(iii): (i) purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of (A) any Voting Securities in addition to the Stockholder Shares (such Beneficial Ownership in addition to the Stockholder Shares, the “Excess Amount”) (the parties agree that it shall not be a breach of this Section 4.1(a)(i) if the Stockholders, together with their Affiliates, Beneficially Own the Excess Amount solely as a result of (I) share purchases, reverse share splits or other actions taken by the Company that, by reducing the number of shares outstanding (or issuing Voting Securities to the Stockholder Designee pursuant to the Company’s director compensation plan), cause the Stockholders, together with their Affiliates, to Beneficially Own any Excess Amount, or (II) shares purchased, acquired or Beneficially Owned by a Stockholder or any of its controlled Affiliated in the ordinary course of business as a result of the acquisition of any portfolio company or other investment entity that owns any such shares at the time of such acquisition if such additional shares represent five percent (5%) or less of then outstanding Voting Securities or such purchase, acquisition or Beneficial Ownership is approved by the Board; provided, that in any such case such Stockholder shall use its commercially reasonable efforts following consummation of such purchase, acquisition or Beneficial Ownership to dispose of such additional Voting Securities on commercially reasonable terms subject to compliance with applicable securities laws; provided further, that the Beneficial Ownership of the Stockholders, together with their Affiliates, does not further increase thereafter, other than solely as a result of further corporate actions taken by the Company), or (B) any other securities issued by the Company (other than any such securities purchased, acquired or Beneficially Owned by a Stockholder or any of its controlled Affiliated in the ordinary course of business as a result of the acquisition of any portfolio company or other investment entity that owns any such securities at the time of such acquisition if such other securities represent five percent (5%) or less of then outstanding securities of such class, series or type or such purchase, acquisition or Beneficial Ownership is approved by the Board; provided, that in any such case such Stockholder shall use its commercially reasonable efforts following consummation of such purchase, acquisition or Beneficial Ownership to dispose of such other securities on commercially reasonable terms subject to compliance with applicable securities laws); (ii) propose, offer or participate in any effort to acquire the Company or any of its Subsidiaries or any assets or operations of the Company or any of its Subsidiaries; (iii) induce or attempt to induce any third party to propose, offer or participate in any effort to acquire Beneficial Ownership of Voting Securities (other than the Stockholder Shares as and to the extent permitted in accordance with Article V); (iv) – propose, offer or participate in any tender offer, exchange offer, merger, acquisition, share exchange or other business combination or Change of Control transaction involving the Company or any of its subsidiaries, or any recapitalization, restructuring, liquidation, disposition, dissolution or other extraordinary transaction involving the Company, any of its subsidiaries or any material portion of their businesses; (vii)v) seek to call, only request the call of, or call a special meeting of the stockholders of the Company, or make or seek to make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Company or in connection with any action by consent in lieu of a meeting, or make a request for so long as a list of the designees of Investor under Section 2.1(a) are seated Company’s stockholders, or seek election to the Board or seek to place a representative on the Board pursuant to Section 2.1 and Section 2.4(b) and (other than as expressly set forth in Section 3.1), or seek the removal of any director from the Board, or otherwise acting alone or in concert with others, seek to control or influence the governance or policies of the Company; (vi) solicit proxies, designations or written consents of stockholders, or conduct any binding or nonbinding referendum with respect to Voting Securities, or make or in any way participate in any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any Voting Securities with respect to any matter, or become a participant in any contested solicitation for the election of directors with respect to the election Company (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of the Investor Designees)voting obligations of the Stockholders pursuant to Section 4.3; (vii) make or issue or cause to be made or issued any public disclosure, neither announcement or statement (including without limitation the Investor nor any Investor Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership filing of any equity securities of document or report with the Company, any warrant or option to purchase such securities, any security convertible into any such securities, SEC or any other right governmental agency or any disclosure to acquire such securitiesany journalist, member of the media or securities analyst) (A) in support of any solicitation described in clause (vi) above (other than the Common Stock issued pursuant to the CoyCo Transaction Agreement, the Converted Investor Warrant, Common Stock acquired upon exercise solicitations on behalf of the Converted Investor Warrant and Board), (B) in support of any Common Stock paid as dividends matter described in clause (v) above, (C) concerning any potential matter described in clause (iv) above or as otherwise would not increase (D) negatively or disparagingly commenting about the Investor’s beneficial ownership Company or any of the Company’s Common Stock directors, officers, key employees, businesses, operations or strategic plans or strategic directions; (viii) form, join, or in any other way participate in, a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Voting Securities, or deposit any Voting Securities in a voting trust or similar arrangement, or subject any Voting Securities to any voting agreement or pooling arrangement, or grant any proxy, designation or consent with respect to any Voting Securities (other than to a designated representative of the Company pursuant to a proxy or consent solicitation on behalf of the Board), other than solely with other Stockholders or one or more Affiliates (other than portfolio or operating companies) of a Stockholder with respect to the Stockholder Shares or other Voting Securities acquired in compliance with clause (i) above or to the extent such a group may be deemed to result with the Company or any of its Affiliates as a result of this Agreement (it being understood that the holding by greater than 1% persons or entities of Voting Securities in accounts or through funds not managed or controlled by a Stockholder or any Affiliate of a Stockholder shall not give rise to a violation of this clause (viii) solely by virtue of the fact that such persons or entities, in addition to holding such shares in such manner, are investors in funds and accounts managed by a Stockholder or any of its Affiliates and, in their capacity as such, are or may be deemed to be members of a “group” with the Stockholders within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Voting Securities; provided there does not exist as between such persons or entities, on an as-converted basisthe one hand, and the Stockholders or any of their Affiliates, on the other hand, any agreement, arrangement or understanding with respect to any action that would otherwise be prohibited by this Section 4.1); (iiix) seek in any manner to obtain any amendment, redemption, termination or waiver of the Rights Agreement, dated as of May 26, 2004, between the Company and Registrar & Transfer Company, as Rights Agent; (x) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the provisions of Section 4.1, 4.2 or 4.3, or otherwise (A) seek in any manner to obtain any waiver, consent under, or amendment of, any provision of this Agreement or (B) bring any action or otherwise act to contest the validity or enforceability of the restrictions set forth in this Section 64.1, 4.2 or 4.3 or seek a release of such restrictionsfrom the restrictions or obligations contained in Section 4.1, 4.2 or 4.3; or (iiixi) deposit Common Stock in a voting trust enter into any discussions, negotiations, agreements or similar arrangement understandings with any person or subject any Common Stock entity with respect to any voting agreement, pooling arrangement or similar arrangementthe foregoing, or grant advise, assist, encourage, support, provide financing to or seek to persuade others to take any proxy action with respect to any Common Stock to any person not affiliated with of the Investor or Company management; (iv) makeforegoing, or act in any way participate concert with others or engage in, directly or indirectly, any solicitation as part of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) form, join or in any way participate in a “group” group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investor and Investor Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directors. Section 6.2 Notwithstanding the foregoing, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in such process, each Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s participation in any process, the Investor’s right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Board.

Standstill Restrictions. During the Standstill Period (as defined in Section 6.1 Until 3.4), the later Investor shall not, and shall not permit any of its Affiliates to, without the prior written consent of the Company: (xi) acquire, agree to acquire or make any public proposal to acquire, directly or indirectly, Beneficial Ownership of any voting securities or assets of the Company or its Subsidiaries, except (A) the time acquisition of securities or assets by the Investor or any of its wholly owned Subsidiaries from the Investor or any such Subsidiary, (B) Beneficial Ownership resulting from the acquisition of interests in any unrelated Person that the Investor’s has Beneficial Ownership Percentage is less than 25% of the Diluted shares of Common Shares and (y) the third anniversary of the Original ▇▇▇ Date (andStock, provided, in the case of this clause (ivB) – that (vii), only for so long as 1) the designees acquisition of Investor under Section 2.1(a) are seated on Beneficial Ownership of Common Stock was not the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election primary purpose of the Investor Designees)acquisition of interests in such unrelated Person, neither (2) the Investor nor any Investor or the relevant Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquiredivests, or offer causes the unrelated Person to acquiredivest, beneficial ownership any such shares of Common Stock reasonably promptly in a commercially reasonable manner, and (3) any equity securities such shares of Common Stock shall not be counted in any calculation of the CompanyInvestor’s Economic Interest Percentage, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Common Stock issued (C) pursuant to the CoyCo Transaction Agreementexercise of preemptive rights pursuant to Article V, or, prior to the Converted time Investor Warrantfirst takes an action described in Section 5.6(ii), purchases of Common Stock acquired upon exercise in the open market up to a cap, which cap shall be an Investor Percentage Interest of 22.4% (provided that if such limitation would result in the Converted Investor Warrant being limited to an Economic Interest Percentage of less than 20%, then such limitation shall instead be equal to the lesser of (x) an Economic Interest Percentage of 20% and any Common Stock paid as dividends (y) an Investor Percentage Interest of 24.9%), or as otherwise would not increase (D) on behalf of customers in the Investor’s beneficial ownership ordinary course of the Company’s Common Stock by greater than 1% on an as-converted basis, their respective financial services businesses; (ii) bring deposit any action or otherwise act to contest the validity shares of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any shares of Common Stock Stock; (iii) publicly propose to enter into, directly or indirectly, any person not affiliated with merger or other business combination or similar transaction with, or change in control transaction involving, the Investor Company or Company management; its Subsidiaries; (iv) make, or in any way participate or engage join in, directly or indirectly, any solicitation “solicitation” of proxies “proxies” (as such terms are used in the proxy rules of the SEC) to vote, or seek to advise or influence vote any person with respect to the voting of, any voting securities of the Company or any its Subsidiaries (it being understood that (A) the Investor is entitled to exercise the voting rights with respect to the Securities in its discretion (and without regard to the recommendation of Subsidiary the Board or management of the Company), (B) the Investor may publicly propose that that Board take actions that the Investor supports or refrain from taking actions that the Investor opposes and (C) the Investor may vote in favor of proposals made by other stockholders (and without regard to the recommendation of the Board with respect thereto)); (v) [Reserved.] (vi) seek a release of the restrictions contained in this Section 3.3, in any manner that would require public disclosure thereof; (vii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that, with respect to any voting securities of the Company or any Subsidiary its Subsidiaries, would be required under Section 13(d) of the Company except for any group constituting solely Exchange Act and the rules and regulations thereunder to file a Statement on Schedule 13D with the SEC as a “person” (within the meaning of Section 13(d)(3) of the Exchange Act); or (viii) publicly disclose any plan or proposal with respect to the foregoing. Notwithstanding anything to the contrary herein, the Company acknowledges that the Investor may provide guidance and participate with respect to matters relating to the Company’s business, including operational and financial policies. It is understood between the Company and Investor Affiliates, that (viA) seek the removal Investor is entitled to exercise the voting rights with respect to the Securities in its discretion (and without regard to the recommendation of any directors from the Board or a change management of the Company), (B) the Investor may privately or publicly propose that the Board or the Company take actions that the Investor supports or refrain from taking actions that the Investor opposes and (C) the Investor may publicly state its position with regard to proposals made by other stockholders and vote in favor of or against proposals made by other stockholders (and without regard to the size or composition recommendation of the Board (including, without limitation, voting for with respect thereto. The restrictions on the Investor contained in this Section 3.3 shall not apply at any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action time that would reasonably be expected to cause the Company to make a public announcement regarding any intention of the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall is not restrict the Investor from complying in compliance with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directorsits obligations under Section 3.1. Section 6.2 Notwithstanding the foregoing, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in such process, each Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s participation in any process, the Investor’s right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Board.

Standstill Restrictions. Section 6.1 6.1. Until the later of (x) the time that the Investor’s Investors’ Ownership Percentage is less than 25% of the Diluted Common Shares and (y) the third anniversary of the Original ▇▇▇ Date date hereof (and, in the case of (iv) – (viiiv)—(vii), only for so long as the designees of Investor the Investors under Section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither the Investor nor any Investor Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Common Stock issued pursuant to the CoyCo Transaction Agreement, the Converted Investor Warrant, Common Stock acquired upon exercise of the Converted Investor Warrant Agreement and any Common Stock paid as dividends or as otherwise would not increase the Investor’s Investors’ beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit any Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investor Investors or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) 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 of the Company or any Subsidiary of the Company except for any group constituting solely of the Investors, the Investor Affiliates and other holders of partnership units of either Investor Affiliatesas of the Closing or their “Permitted Transferees” as defined in such Investor’s Amended and Restated Agreement of Limited Partnership (as in effect on the date hereof), (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of the an Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the an Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directors. Section 6.2 6.2. Notwithstanding the foregoing, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the each Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the an Investor participates in such process, each Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s Investors’ participation in any process, the Investor’s Investors’ right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor Investors may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board; provided, provided that any such proposal shall be conditioned on approval of the Board.

Standstill Restrictions. Section 6.1 Until the later of (x) the time that the Investor’s 's Ownership Percentage is less than 25% of the Diluted Common Shares Stock on an as-converted basis and (y) the third anniversary of the Original ▇▇▇ Date date hereof (and, in the case of (iv) – - (vii), only for so long as the designees of Investor under Section section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither the Investor nor any Investor Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Common Stock issued pursuant to the CoyCo Transaction AgreementPreferred Shares, the Converted Investor Warrant, Common Stock acquired upon conversion of such Preferred Shares and exercise of the Converted Investor Warrant and any Preferred Shares or Common Stock paid as dividends or as an increase of the accrued liquidation payment amount or distributions thereon or as otherwise would not increase the Investor’s 's beneficial ownership of the Company’s 's Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit any Preferred Shares or Common Stock in a voting trust or similar arrangement or subject any Preferred Shares or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) 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 of the Company or any Subsidiary of the Company except for any group constituting solely of the Investor and Investor Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b)) and the Series A Certificate of Designations, (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board pursuant to the terms of the Series A Certificate of Designations from exercising their fiduciary duties or powers as directors. Section 6.2 Notwithstanding the foregoing, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in such process, each Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s 's participation in any process, the Investor’s 's right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Board.

Standstill Restrictions. Section 6.1 Until the later of (xa) Subject to Sections 3.4(b) and 3.4(c), until the time that the Investor’s Ownership Percentage is Investor Shareholders and their Affiliates in the aggregate Beneficially Own less than 2510% of the Diluted outstanding Common Shares Stock, each Investor Shareholder and (y) the third anniversary of the Original ▇▇▇ Date (and, in the case of (iv) – (vii), only for so long as the designees of Investor under Section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither the Investor nor any Investor Affiliate its Affiliates shall not (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership Beneficial Ownership of any equity or debt securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than (w) by way of stock dividends or distributions, rights offerings, stock-splits, reclassifications, recapitalizations, changes in capitalization, consolidations, restructurings, business combinations, exchange offers, reorganizations or any other similar action taken by the Common Stock issued pursuant to the CoyCo Transaction AgreementCompany, the Converted Investor Warrant, (x) any Common Stock acquired upon exercise conversion of the Converted Investor Warrant Series D Preferred Stock and Series E Preferred Stock, (y) any Preferred Stock or Common Stock paid as dividends or as otherwise would not an increase the Investor’s beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, accrued liquidation payment amount or distributions thereon and (z) any Equity Securities issued to any Investor Shareholder Nominee in his or her capacity as a Director; (ii) bring directly or indirectly enter into or agree to enter into any action merger, business combination, recapitalization, restructuring, change of control transaction or otherwise act to contest other extraordinary transaction involving the validity Company or any of the restrictions set forth in this Section 6, or seek a release of such restrictions, its Subsidiaries; (iii) deposit Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreementwithout limiting Section 2.1, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company (provided, that the limitation contained in this clause (iii) shall not apply to any proposal relating to a Fundamental Change to be voted on by the Company’s shareholders that is not instituted or proposed by such Investor Shareholder or any of the Affiliates of such Investor Shareholder or of which such Investor Shareholder or any of the Affiliates of such Investor Shareholder is a member); (iv) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 3.4, or seek a release of such restrictions; (v) 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 of the Company or any Subsidiary of the Company except for any group constituting solely of the Investor Shareholders and Investor their respective Affiliates, ; (vi) without limiting Section 2.1, seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), ; (vii) initiate, propose or solicit any proposal with respect to any merger, consolidation or business combination involving the Company, any tender or exchange offer for Equity Securities of the Company, any sale or purchase of a substantial amount of the assets of the Company, any purchase of Equity Securities of the Company, any dissolution, liquidation, reorganization or recapitalization or similar business transaction involving the Company (in each case, other than with respect to securities owned by the Investor Shareholders); (viii) except as contemplated by Section 7.18 of the Merger Agreement, call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company; (ix) deposit any Preferred Stock or Common Stock in a voting trust or similar arrangement or subject any Preferred Stock or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Stock or Common Stock to any person that is not an Affiliate with the Investor Shareholders or Company management; (viiix) disclose publicly any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing this Section 3.4; or (ixxi) make, or take, any action that would reasonably be expected to cause the Company to be required to make a public announcement regarding any intention of the any Investor Shareholder to take an action that would be prohibited by this Section 3.4. (b) Nothing in this Section 3.4 shall (i) prohibit or restrict any Investor Shareholder or its Affiliates from taking any action required or contemplated by any other provision of this Agreement, the foregoing; provided, however, that the foregoing shall not restrict the Investor from complying with applicable law Merger Agreement or the ability Registration Rights Agreement, (ii) prohibit any individual who is serving as an Investor Director of the Company, solely in his or her capacity as such Investor Designees Director, from taking any action or other directors appointed making any statement in such capacity or elected (iii) restrict any disclosure required to be made by any Investor Shareholder or its Affiliates under applicable Law, or requested to be made by a Governmental Authority with jurisdiction over such Investor Shareholder or Affiliate, in each case to the Board extent any such requirement or request does not arise from exercising their fiduciary duties or powers as directors. Section 6.2 actions by such Investor Shareholder in violation of this Agreement. Notwithstanding anything to the foregoingcontrary set forth herein, if the Board decides determines to engage in a process that could give rise with respect to a change of control potential Fundamental Change (or a transaction of the Companytype that, if consummated, would result in a Fundamental Change) and provided the Company shall invite the Investor Board has not determined to participate in terminate such process on within 30 days of the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in commencement of such process, each then, for so long as such condition continues to apply, such Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s participation in any process, the Investor’s right Shareholder and its Affiliates may make a private offer to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit effect a confidential private acquisition proposal Fundamental Change to the Board and respond that neither such Investor Shareholder nor any of its Affiliates (i) publicly discloses or (ii) takes any action which would reasonably be expected to any related inquiries from require the BoardCompany to publicly disclose such offer. (c) Upon the occurrence of a Significant Event (as defined below), provided that any such proposal the restrictions set forth in Section 3.4(a) shall be conditioned on approval suspended. A “Significant Event” means any of the Board.following:

Standstill Restrictions. Section 6.1 Until During the later period in which any Board Designee is a member of the Board, each Shareholder covenants that, unless expressly invited in writing with the approval of a majority of the Incumbent Directors, it will not, and will cause or permit any of its consolidated Subsidiaries or controlled Affiliates not to, directly or indirectly: (xa) acquire, offer to acquire or agree to acquire, by purchase or otherwise, Beneficial Ownership of Common Shares or any other security, including any cash-settled option or other derivative security, that transfers all or any portion of the economic benefits or risks of the ownership of Common Shares to any Person other than a Shareholder, other than (i) as may be issued by Wabtec on account of the Common Shares, Preferred Shares or other securities of Wabtec pursuant to any stock dividend or distribution, stock split, other subdivision or other recapitalization or reclassification or similar capital transaction or pursuant to any shareholder rights or similar plan, (ii) any Common Shares, Preferred Shares or other securities of Wabtec issued by the Company or any of its Subsidiaries to any Board Designee in his or her capacity as such, (iii) the time that acquisition of Common Shares, Preferred Shares or other securities of Wabtec as contemplated by Section 2.10 (including in a public offering) of this Agreement or pursuant to any other rights of the Investor’s Ownership Percentage is holders of Preferred Shares (including preemptive rights and rights to receive or purchase securities of Wabtec in connection with anti-dilution adjustments), or (iv) any other acquisition of Common Shares by one or more Shareholders so long as such acquired Shares constitute, in the aggregate, less than 255% of the Diluted total outstanding Common Shares, calculated on a fully diluted basis (including, for this purpose, any Common Shares and for which any Preferred Shares then outstanding may be exchanged, converted or redeemed); (yb) the third anniversary make any statement or proposal to Wabtec or any of Wabtec’s stockholders regarding, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the Original ▇▇▇ Date Exchange Act) with respect to, or otherwise solicit or effect, or seek or offer or propose to effect (andwhether directly or indirectly, publicly or otherwise) (i) any business combination, merger, tender offer, exchange offer or similar transaction involving Wabtec or any of its Subsidiaries that may reasonably be expected to result in the case a Change of Control, (ii) any restructuring, recapitalization, liquidation, dissolution or similar transaction involving Wabtec or any of its Subsidiaries, including any material divestiture, break-up or spinoff, (iii) any acquisition of any of Wabtec’s or its Subsidiary’s equity securities or rights or options to acquire interests in Wabtec’s or its Subsidiary’s equity securities, or (iv) – the composition of or election of any individual to the Board, except as permitted by this Agreement (viiand as may be required by applicable Law in connection therewith); (c) negotiate or act in concert with, or knowingly finance, knowingly assist or knowingly encourage, any other Person in connection with any of the actions set forth in Sections 2.8(a) or (b), only for so long as the designees of Investor under Section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and or otherwise form, join or participate in a group (in each case other than a group comprised solely of Shareholders, Permitted Transferees and their respective controlled Affiliates) with respect to the election any Common Shares in connection with any of the Investor Designeesactions set forth in Sections 2.8(a) or (b), neither the Investor nor any Investor Affiliate shall ; (id) except as provided in Section 5herein, directly request, call or indirectly acquire, agree seek to acquire, or offer to acquire, beneficial ownership of any equity securities call a meeting of the Companystockholders of Wabtec, except as expressly provided herein, nominate any warrant individual for election as a director of Wabtec at any meeting of stockholders of Wabtec, submit any stockholder proposal (pursuant to Rule 14a-8 promulgated under the Exchange Act or option otherwise) to purchase such securities, any security convertible into any such securities, seek representation on the Wabtec Board other than as expressly provided herein or any other right proposal to acquire such securitiesbe considered by the stockholders of Wabtec, or recommend that any other than the Common Stock issued pursuant to the CoyCo Transaction AgreementWabtec stockholders vote in favor of, the Converted Investor Warrant, Common Stock acquired upon exercise of the Converted Investor Warrant and any Common Stock paid as dividends or as otherwise would not increase the Investor’s beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6publicly comment favorably or unfavorably about, or solicit votes or proxies for, any such nomination or proposal submitted by another stockholder of Wabtec, or otherwise publicly seek a release to control or influence the Wabtec Board, management or policies of such restrictions, Wabtec; (iiie) deposit any Shares or Common Stock Shares in a voting trust or similar arrangement or subject any Shares or Common Stock Shares to any voting agreement, pooling arrangement or similar arrangement, arrangement (in each case other than as contemplated in this Agreement or grant any proxy with respect to any Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) form, join or in any way participate in solely among a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting comprised solely of the Investor Shareholders and Investor their respective controlled Affiliates, ); or (vif) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, take any action that which would reasonably be expected to cause the Company require Wabtec to make a public announcement regarding (including any intention public filing) any of the Investor to take an action that would be prohibited by the foregoing; provided, however, that the actions set forth in this Section 2.8. The foregoing shall limitations will (i) not restrict the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected preclude any confidential proposal made to the Board from exercising their fiduciary duties or powers as directors. Section 6.2 Notwithstanding that is expressly conditioned upon the foregoing, if the Board decides to engage in a process that could give rise to a change of control maintenance of the Company, confidentiality thereof or (ii) in no way limit the Company shall invite the Investor to participate activities of any Board Designee or Management Director taken in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in such process, each Investor Designee shall recuse himself his or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination her capacity as a director of the Investor’s participation in any process, the Investor’s right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the BoardWabtec.

Standstill Restrictions. Section 6.1 Until (a) During the later term of this Agreement, Phoenix, Phoenix Life and Holdings covenant and agree that Phoenix, Phoenix Life and Holdings shall not, and shall not permit any of their Affiliates to, either individually or as part of a Group, directly or indirectly: (xi) acquire (other than acquisitions resulting from corporate action taken by the time that Board of Directors with respect to any pro rata distribution of shares of Common Stock in connection with any stock split, stock dividend, recapitalization, reclassification or similar transaction), propose to acquire (or publicly announce or otherwise disclose an intention to propose to acquire), offer to acquire, or agree to acquire any Common Stock (or any options, warrants, rights or other securities exercisable for, or convertible or exchangeable into, Common Stock) if the Investor’s effect of such acquisition would cause the Phoenix Ownership Percentage is less to equal or exceed the Standstill Percentage (other than 25% as a result of any stock purchases or repurchases by the Company); provided that this Section 3.1(a)(i) shall not apply to (a) any acquisition of Common Stock or of options, warrants, rights or other securities exercisable for, or convertible or exchangeable into, Common Stock granted to any Person pursuant to any benefit plan of the Diluted Company or any of its Affiliates or the exercise, conversion or exchange of any such option, warrant, right or other security, (b) any acquisition of Common Shares and (y) Stock upon the third anniversary exercise by Phoenix, Phoenix Life, Holdings or their Affiliates of the Original ▇▇▇ Date (and, in the case of (iv) – (vii), only for so long as the designees of Investor under Section 2.1(a) are seated on the Board rights pursuant to Section 2.1 and Section 2.4(b) and other than any Rights Agreement that may be adopted by the Company for the purpose of deterring coercive takeover activities with respect to the election Company, provided that all of the Investor Designees)shares of Common Stock so acquired upon the exercise of the rights shall be subject to all of the terms of this Agreement or (c) any acquisition of Common Stock upon the exercise by Phoenix, neither the Investor nor Phoenix Life, Holdings or their Affiliates of any Investor Affiliate shall (i) except as provided in Section 5options, directly warrants, rights or indirectly acquire, agree to acquireother securities exercisable for, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant convertible or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Common Stock issued pursuant to the CoyCo Transaction Agreement, the Converted Investor Warrantexchangeable into, Common Stock acquired upon exercise granted or issued to all holders of the Converted Investor Warrant and any Common Stock paid as dividends or as otherwise would not increase the Investor’s beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, Stock. (ii) bring propose (or publicly announce or otherwise disclose an intention to propose), solicit, offer, seek or take any action 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 (other than (x) any of the foregoing that has been approved by the Board of Directors or (y) in connection with any tender or exchange offer in which the Board of Directors has (a) recommended that its shareholders accept such offer or (b) after ten (10) business days (as defined in Rule 14d-1 under the Exchange Act as in effect on the date of this Agreement) from the date of commencement of such offer, expressed no opinion, remained neutral, was unable to take a position or otherwise act to contest the validity of the restrictions set forth in this Section 6, did not oppose or seek a release of recommend that its shareholders reject such restrictions, offer); (iii) deposit Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage in, directly any "solicitation" of "proxies" to vote (as such terms are defined in Rule 14a-1 under the Exchange Act), solicit any consent or indirectly, any solicitation of proxies to vote, communicate with or seek to advise or influence any person or entity with respect to the voting of, of any voting securities of the Company Common Stock or any of Subsidiary of the Company, (v) form, join or become a "participant" in any way participate "election contest" (as such terms are defined or used in a “group” (within the meaning of Section 13(d)(3) of Rule 14a-11 under the Exchange Act) with respect to the Company; provided that nothing in this Section 3.1(a)(iii) shall apply to any voting securities deemed solicitation of proxies by Fiondella that may result from his position or status as a director ▇▇ ▇▇▇ Company at the time of any general solicitation of proxies by the management of the Company Company; (iv) form, participate in or join any Subsidiary Person or Group with respect to any Common Stock, or otherwise act in concert with any Person for the purpose of the Company except (x) acquiring beneficial ownership of any Common Stock or (y) holding or disposing of Common Stock for any group constituting solely of purpose prohibited by this Section 3.1(a); (v) except as specifically provided in Section 3.2 below and except as specifically required by the Investor and Investor AffiliatesCollateral Agreement, deposit any Common Stock into a voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting thereof; (vi) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal with respect to the Company as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other Person to initiate, propose or otherwise solicit any such shareholder proposal; (vii) except as specifically provided in Article II of this Agreement, seek election to or seek to place a representative on the Board of Directors, or seek the removal of any directors from the Board or a change in the size or composition member of the Board of Directors (including, without limitation, voting for other than the Holdings Designee); (viii) call or seek to have called any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose Company for any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or purpose; (ix) make, take any other action to seek to Control the management or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention policies of the Investor Company; (x) demand, request or propose to take an action that would be prohibited by amend, waive or terminate the foregoingprovisions of this Section 3.1(a); provided, however, that the foregoing shall not restrict the Investor from complying with applicable law or the ability or (xi) agree to do any of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directors. Section 6.2 Notwithstanding the foregoing, if the Board decides or advise, assist, encourage or persuade any third party to engage in a process that could give rise take any action with respect to a change of control any of the Company, the Company shall invite the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in such process, each Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s participation in any process, the Investor’s right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Boardforegoing.

Standstill Restrictions. Section 6.1 Until (a) During the later term of this Agreement, unless approved in advance by a resolution adopted by a majority of the Continuing Directors or otherwise permitted under this Agreement, LLC and GLC covenant and agree that they shall not, and shall not permit any of their Affiliates to, either individually or as part of a Group, directly or indirectly: (i) acquire (other than acquisitions (x) pursuant to or contemplated by the time that Consulting Agreement, including without limitation the Investor’s Ownership Percentage is less than 25% exercise of options under the Diluted Common Shares and Stock Option Agreement, or (y) the third anniversary of the Original ▇▇▇ Date (and, in the case of (iv) – (vii), only for so long as the designees of Investor under Section 2.1(a) are seated on resulting from corporate action taken by the Board pursuant to Section 2.1 and Section 2.4(b) and other than of Directors with respect to the election any pro rata distribution of the Investor Designeesshares of Common Stock in connection with any stock split, stock dividend, recapitalization, reclassification or similar transaction), neither the Investor nor any Investor Affiliate shall propose to acquire (i) except as provided in Section 5or publicly announce or otherwise disclose an intention to propose to acquire), directly or indirectly acquire, agree offer to acquire, or offer agree to acquire, beneficial ownership acquire any Common Stock if the effect of such acquisition would cause the LLC Ownership Percentage to exceed the Standstill Percentage (other than as a result of any equity stock purchases or repurchases by OPS); provided that this Section 3.1(a)(i) shall not apply to any acquisition (a) of options, Common Stock, warrants, rights or other securities convertible or exchangeable into Common Stock granted to any person, including without limitation the LLC Directors, pursuant to any benefit plan of OPS or any of its Affiliates or the exercise of any such option, warrant or right or conversion or exchange of any convertible or exchangeable security or (b) upon the exercise by LLC or its Affiliates of rights pursuant to any Rights Agreement that may be adopted by OPS, provided that all of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the shares of Common Stock issued pursuant to the CoyCo Transaction Agreement, the Converted Investor Warrant, Common Stock so acquired upon the exercise of the Converted Investor Warrant and any Common Stock paid as dividends or as otherwise would not increase the Investor’s beneficial ownership rights shall be subject to all of the Company’s Common Stock by greater than 1% on an as-converted basis, terms of this Agreement; (ii) bring any action propose (or publicly announce or otherwise act disclose an intention to contest the validity of the restrictions set forth in this Section 6propose), solicit, offer, seek to effect, negotiate with or seek a release of such restrictionsprovide any confidential information relating to OPS 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 OPS; (iii) deposit Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage in, directly any "solicitation" of "proxies" to vote (as such terms are defined in Rule 14a-1 under the Exchange Act), solicit any consent or indirectly, any solicitation of proxies to vote, communicate with or seek to advise or influence any person or entity with respect to the voting of, of any voting securities of the Company Common Stock or any of Subsidiary of the Company, (v) form, join or become a "participant" in any way participate "election contest" (as such terms are defined or used in a “group” (within the meaning of Section 13(d)(3) of Rule 14a-11 under the Exchange Act) with respect to OPS; provided that nothing in this Section 3.1(a)(iii) shall apply to any voting securities deemed solicitation of proxies by the LLC Directors that may result from such LLC Directors' position or status as a director of OPS at the time of any general solicitation of proxies by the management of OPS; (iv) form, participate in or join any Person or Group (other than a Group comprised of the Company or any Subsidiary six members of LLC and its Affiliates as of the Company except date of this Agreement) with respect to any Common Stock, or otherwise act in concert with any third Person for the purpose of (x) acquiring any Common Stock or (y) holding or disposing of Common Stock for any group constituting solely of purpose prohibited by this Section 3.1(a); (v) deposit any Common Stock into a voting trust or subject any Common Stock to any arrangement or agreement with respect to the Investor and Investor Affiliates, voting thereof; (vi) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal with respect to OPS as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other Person to initiate, propose or otherwise solicit any such shareholder proposal; (vii) except as specifically provided in Article II of this Agreement, seek election to or seek to place a representative on the Board of Directors, or seek the removal of any directors from the Board or a change in the size or composition member of the Board of Directors (including, without limitation, voting for other than a LLC Director); (viii) call or seek to have called any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose OPS for any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or purpose; (ix) makeexcept through the LLC Directors, take any other action to seek to control, disrupt or influence the management or policies of OPS; (x) agree to do any of the foregoing. (b) LLC and GLC agree that they will notify OPS promptly if any inquiries or proposals are received by, any information is exchanged with respect to, or takeany negotiations or discussions are initiated or continued by or with, LLC, GLC or any action that would reasonably be expected to cause the Company to make a public announcement of their Affiliates regarding any intention matter described in Section 3.1(a) above. LLC and OPS shall mutually agree upon an appropriate response to be made to any such proposals received by LLC, GLC or any of their Affiliates. (c) Nothing contained in this Article III shall be deemed to restrict the manner in which the LLC Directors may participate in deliberations or discussions of the Investor Board of Directors or individual consultations with the Chairman of the Board or any other members of the Board of Directors or the manner in which the LLC Directors may vote on matters brought for consideration before the Board of Directors, so long as such actions do not otherwise violate any provision of Section 3.1(a) above. (d) With respect to any acquisition of, proposal to acquire, offer to acquire, or agreement to acquire any Common Stock by LLC and its Affiliates not otherwise prohibited by Section 3.1(a) above, OPS and LLC agree to take an action that would such actions as may be prohibited by deemed necessary or advisable (including without limitation the foregoing; provided, however, that acquisition of Common Stock directly from OPS) consistent with the foregoing shall not restrict the Investor from complying with applicable law or the ability prudent discharge of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directors. Section 6.2 Notwithstanding to their shareholders and members, respectively, so that the foregoing, if the Board decides to engage in a process that could give rise to a change of control provisions of the CompanyControl Shares Acquisition Statute, as set forth in Article 14.1 of the Company shall invite the Investor to participate Virginia Stock Corporation Act, as amended, in such process effect on the terms and conditions generally made available date of this Agreement, shall not apply to the other participants in such process; providedacquisition, howeverproposal, that in the event the Investor participates in such process, each Investor Designee shall recuse himself offer or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s participation in any process, the Investor’s right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Boardagreement.

Standstill Restrictions. Section 6.1 Until (a) From and after the later Closing Date until the earlier of (xA) the time that the Investor’s Ownership Percentage is less than 25% of the Diluted Common Shares and two (y2) the third year anniversary of the Original ▇▇▇ Closing Date and (and, B) the date the Stockholder’s employment as the Chief Executive Officer of the Company is terminated without “Cause” or for “Good Reason” (each as defined in the Stockholder’s Employment Agreement) (the “Standstill Period”), the Stockholder shall not, and the Stockholder shall cause each of its controlled Affiliates not to, directly or indirectly, alone or in concert with any other Person, except as expressly set forth in this Section 4.1 or Section 5.1(f)(iii): (i) purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of (A) any Voting Securities in addition to the Stockholder Shares (such Beneficial Ownership in addition to the Stockholder Shares, the “Excess Amount”) (the parties agree that it shall not be a breach of this Section 4.1(a)(i) if the Stockholder, together with his Affiliates, Beneficially Own the Excess Amount solely as a result of (I) share purchases, reverse share splits or other actions taken by the Company that, by reducing the number of shares outstanding (or issuing Voting Securities to the Stockholder Designee pursuant to the Company’s Director compensation plan), cause the Stockholder, together with his Affiliates, to Beneficially Own any Excess Amount, (II) shares purchased, acquired or Beneficially Owned by the Stockholder or any of his Affiliates in the ordinary course of business as a result of the acquisition of any portfolio company or other investment entity that owns any such shares at the time of such acquisition if such additional shares represent five percent (5%) or less of then outstanding Voting Securities or such purchase, acquisition or Beneficial Ownership is approved in advance by the Board; provided, that in any such case the Stockholder shall use his reasonable efforts following consummation of such purchase, acquisition or Beneficial Ownership to dispose of such additional Voting Securities on commercially reasonable terms subject to compliance with applicable securities Laws; provided further, that the Beneficial Ownership of the Stockholder, together with his Affiliates, does not further increase thereafter, other than solely as a result of further corporate actions taken by the Company) or (III) the Stockholder’s investment as a passive investor in a mutual fund or other investment fund that owns shares of Voting Securities, or (B) any other securities issued by the Company (other than any such securities purchased, acquired or Beneficially Owned by the Stockholder or any of his Affiliates in the ordinary course of business as a result of the acquisition of any portfolio company or other investment entity that owns any such securities at the time of such acquisition if such other securities represent five percent (5%) or less of then outstanding securities of such class, series or type or such purchase, acquisition or Beneficial Ownership is approved by the Board; provided, that in any such case the Stockholder shall use his reasonable efforts following consummation of such purchase, acquisition or Beneficial Ownership to dispose of such other securities on commercially reasonable terms subject to compliance with applicable securities Laws); (ii) propose, offer or participate in any effort to acquire the Company or any of its Subsidiaries or any assets or operations of the Company or any of its Subsidiaries; (iii) induce or attempt to induce any third party to propose, offer or participate in any effort to acquire Beneficial Ownership of Voting Securities (other than the Stockholder Shares as and to the extent permitted in accordance with ARTICLE V); (iv) – propose, offer or participate in any hostile tender offer, exchange offer, merger, acquisition, share exchange or other business combination or Change of Control transaction involving the Company or any of its Subsidiaries, or any recapitalization, restructuring, liquidation, disposition, dissolution or other extraordinary transaction involving the Company, any of its Subsidiaries or any material portion of their businesses, provided that the Stockholder shall not be prohibited from tendering his shares of Stockholder Stock in any tender offer made by any party that is not the Stockholder or any of his Affiliates that is approved by the Board; (viiv) seek to call, request the call of, or call a special meeting of the stockholders of the Company (other than in his role as a Director or officer of the Company), only or make or seek to make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Company or in connection with any action by consent in lieu of a meeting, or make a request for so long as a list of the designees of Investor under Section 2.1(a) are seated Company’s stockholders, or seek election to the Board or seek to place a representative on the Board pursuant to Section 2.1 and Section 2.4(b) and (in each case other than as expressly set forth in Section 3.1), or seek the removal of any Director from the Board, or otherwise acting alone or in concert with others, seek to control or influence the governance or policies of the Company (other than in his role as a Director or officer of the Company); (vi) solicit proxies, designations or written consents of stockholders, or conduct any binding or nonbinding referendum with respect to Voting Securities, or make or in any way participate in any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any Voting Securities with respect to any matter (in each case other than in his role as a Director or officer of the Company), or become a participant in any contested solicitation for the election of directors with respect to the election Company (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of the Investor Designees)voting obligations of the Stockholder pursuant to Section 4.3; (vii) make or issue or cause to be made or issued any public disclosure, neither announcement or statement (including without limitation the Investor nor any Investor Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership filing of any equity securities of document or report with the Company, any warrant or option to purchase such securities, any security convertible into any such securities, SEC or any other right Governmental Authority or any disclosure to acquire such securitiesany journalist, member of the media or securities analyst) (A) in support of any solicitation described in clause (vi) above (other than the Common Stock issued pursuant to the CoyCo Transaction Agreementsolicitations on behalf of, and approved by, the Converted Investor WarrantBoard), Common Stock acquired upon exercise (B) in support of any matter described in clause (v) above, (C) concerning any potential matter described in clause (iv) above or (D) negatively or disparagingly commenting about the Converted Investor Warrant and Company or any Common Stock paid as dividends or as otherwise would not increase the Investor’s beneficial ownership of the Company’s Common Stock Directors, officers, key employees, businesses, operations or strategic plans or strategic directions; (viii) form, join, or in any other way participate in, a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Voting Securities, or deposit any Voting Securities in a voting trust or similar arrangement, or subject any Voting Securities to any voting agreement (other than as contemplated by greater this Agreement) or pooling arrangement, or grant any proxy, designation or consent with respect to any Voting Securities (other than 1% to a designated representative of the Company pursuant to a proxy or consent solicitation on an as-converted basisbehalf of the Board), other than solely with one or more Affiliates (iiother than portfolio or operating companies) of the Stockholder with respect to the Stockholder Shares or other Voting Securities acquired in compliance with clause (i) above or to the extent such a group may be deemed to result with the Company or any of its Affiliates as a result of this Agreement (it being understood that the holding by persons or entities of Voting Securities in accounts or through funds not managed or controlled by the Stockholder or any Affiliate of the Stockholder shall not give rise to a violation of this clause (viii) solely by virtue of the fact that such Persons, in addition to holding such shares in such manner, are investors in funds and accounts managed by the Stockholder or any of his Affiliates and, in their capacity as such, are or may be deemed to be members of a “group” with the Stockholder within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Voting Securities; provided there does not exist as between such Persons, on the one hand, and the Stockholders or any of his Affiliates, on the other hand, any agreement, arrangement or understanding with respect to any action that would otherwise be prohibited by this Section 4.1); (ix) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other Governmental Authority or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the provisions of Sections 4.1, 4.2 or 4.3, or otherwise (A) seek in any manner to obtain any waiver, consent under, or amendment of, any provision of this Agreement or (B) bring any action or otherwise act to contest the validity or enforceability of the restrictions set forth in this Section 6Sections 4.1, 4.2 or 4.3 or seek a release of such restrictionsfrom the restrictions or obligations contained in Sections 4.1, 4.2 or 4.3; or (iiix) deposit Common Stock in a voting trust enter into any discussions, negotiations, agreements or similar arrangement or subject understandings with any Common Stock Person with respect to any voting agreement, pooling arrangement or similar arrangementthe foregoing, or grant advise, assist, encourage, support, provide financing to or seek to persuade others to take any proxy action with respect to any Common Stock to any person not affiliated with of the Investor or Company management; (iv) makeforegoing, or act in any way participate concert with others or engage in, directly or indirectly, any solicitation as part of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) form, join or in any way participate in a “group” group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the foregoing. (b) This Section 4.1 shall not, in any way, prevent, restrict, encumber or limit (i) the Stockholder and his Affiliates from (A) exercising their respective rights, performing their respective obligations or otherwise consummating the Merger or the transactions contemplated by this Agreement and the Merger Agreement, in each case in accordance with the terms hereof or thereof, (B) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of the Company or any Subsidiary of its assets or operations by auction or other sales process (each, a “Sales Process”), participating in such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated thereby, provided that the Stockholder and his controlled Affiliates shall otherwise remain subject to the provisions of this Section 4.1 in all respects during and following the completion of the Sales Process, or (C) engaging in confidential discussions with the Board or any of its members regarding any of the matters described in this Section 4.1, provided that the Stockholder and his controlled Affiliates will not pursue (or publicly disclose the existence of such discussions regarding) any such matters, or (ii) any Stockholder Designee then serving as a Director from acting as a Director or exercising and performing his or her duties (fiduciary and otherwise) as a Director in accordance with the Company’s Organizational Documents, all codes and policies of the Company except for any group constituting solely and all Laws, rules, regulations and codes of the Investor practice, in each case as may be applicable and Investor Affiliates, (vi) seek the removal of any directors in effect from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected time to cause the Company to make a public announcement regarding any intention of the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directorstime. Section 6.2 Notwithstanding the foregoing, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in such process, each Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s participation in any process, the Investor’s right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Board.

Standstill Restrictions. Section 6.1 Until (a) During the later term of this Agreement, Phoenix, Phoenix Life and Holdings covenant and agree that Phoenix, Phoenix Life and Holdings shall not, and shall not permit any of their Affiliates to, either individually or as part of a Group, directly or indirectly: (xi) acquire (other than acquisitions resulting from corporate action taken by the time that Board of Directors with respect to any pro rata distribution of shares of Common Stock in connection with any stock split, stock dividend, recapitalization, reclassification or similar transaction), propose to acquire (or publicly announce or otherwise disclose an intention to propose to acquire), offer to acquire, or agree to acquire any Common Stock (or any options, warrants, rights or other securities exercisable for, or convertible or exchangeable into, Common Stock) if the Investor’s effect of such acquisition would cause the Phoenix Ownership Percentage is less to equal or exceed the Standstill Percentage (other than 25% as a result of any stock purchases or repurchases by the Company); provided that this Section 3.1(a)(i) shall not apply to (a) any acquisition of Common Stock or of options, warrants, rights or other securities exercisable for, or convertible or exchangeable into, Common Stock granted to any Person pursuant to any benefit plan of the Diluted Company or any of its Affiliates or the exercise, conversion or exchange of any such option, warrant, right or other security, (b) any acquisition of Common Shares and (y) Stock upon the third anniversary exercise by Phoenix, Phoenix Life, Holdings or their Affiliates of the Original ▇▇▇ Date (and, in the case of (iv) – (vii), only for so long as the designees of Investor under Section 2.1(a) are seated on the Board rights pursuant to Section 2.1 and Section 2.4(b) and other than any Rights Agreement that may be adopted by the Company for the purpose of deterring coercive takeover activities with respect to the election Company, provided that all of the Investor Designees)shares of Common Stock so acquired upon the exercise of the rights shall be subject to all of the terms of this Agreement or (c) any acquisition of Common Stock upon the exercise by Phoenix, neither the Investor nor Phoenix Life, Holdings or their Affiliates of any Investor Affiliate shall (i) except as provided in Section 5options, directly warrants, rights or indirectly acquire, agree to acquireother securities exercisable for, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant convertible or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Common Stock issued pursuant to the CoyCo Transaction Agreement, the Converted Investor Warrantexchangeable into, Common Stock acquired upon exercise granted or issued to all holders of the Converted Investor Warrant and any Common Stock paid as dividends or as otherwise would not increase the Investor’s beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, Stock. (ii) bring propose (or publicly announce or otherwise disclose an intention to propose), solicit, offer, seek or take any action 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 (other than (x) any of the foregoing that has been approved by the Board of Directors or (y) in connection with any tender or exchange offer in which the Board of Directors has (a) recommended that its shareholders accept such offer or (b) after ten (10) business days (as defined in Rule 14d-1 under the Exchange Act as in effect on the date of this Agreement) from the date of commencement of such offer, expressed no opinion, remained neutral, was unable to take a position or otherwise act to contest the validity of the restrictions set forth in this Section 6, did not oppose or seek a release of recommend that its shareholders reject such restrictions, offer); (iii) deposit Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage in, directly any "solicitation" of "proxies" to vote (as such terms are defined in Rule 14a-1 under the Exchange Act), solicit any consent or indirectly, any solicitation of proxies to vote, communicate with or seek to advise or influence any person or entity with respect to the voting of, of any voting securities of the Company Common Stock or any of Subsidiary of the Company, (v) form, join or become a "participant" in any way participate "election contest" (as such terms are defined or used in a “group” (within the meaning of Section 13(d)(3) of Rule 14a-11 under the Exchange Act) with respect to the Company; provided that nothing in this Section 3.1(a)(iii) shall apply to any voting securities deemed solicitation of proxies by ▇▇▇▇▇▇▇▇▇ that may result from his position or status as a director of the Company or at the time of any Subsidiary general solicitation of proxies by the management of the Company except Company; (iv) form, participate in or join any Person or Group with respect to any Common Stock, or otherwise act in concert with any Person for the purpose of (x) acquiring beneficial ownership of any Common Stock or (y) holding or disposing of Common Stock for any group constituting solely of purpose prohibited by this Section 3.1(a); (v) except as specifically provided in Section 3.2 below and except as specifically required by the Investor and Investor AffiliatesCollateral Agreement, deposit any Common Stock into a voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting thereof; (vi) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal with respect to the Company as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other Person to initiate, propose or otherwise solicit any such shareholder proposal; (vii) except as specifically provided in Article II of this Agreement, seek election to or seek to place a representative on the Board of Directors, or seek the removal of any directors from the Board or a change in the size or composition member of the Board of Directors (including, without limitation, voting for other than the Holdings Designee); (viii) call or seek to have called any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose Company for any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or purpose; (ix) make, take any other action to seek to Control the management or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention policies of the Investor Company; (x) demand, request or propose to take an action that would be prohibited by amend, waive or terminate the foregoingprovisions of this Section 3.1(a); provided, however, that the foregoing shall not restrict the Investor from complying with applicable law or the ability or (xi) agree to do any of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directors. Section 6.2 Notwithstanding the foregoing, if the Board decides or advise, assist, encourage or persuade any third party to engage in a process that could give rise take any action with respect to a change of control any of the Company, the Company shall invite the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in such process, each Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s participation in any process, the Investor’s right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Boardforegoing.