Common use of Standstill Restrictions Clause in Contracts

Standstill Restrictions. (a) Each member of the Ramius Group agrees that, from the date of this Agreement until the date that is ten (10) business days prior to the deadline for the submission of stockholder nominations for the 2011 Annual Meeting (the “Standstill Period”), neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, 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 call a special meeting of stockholders and any solicitation or nomination pursuant to Rule 14a-11 under the Exchange Act), in each case, with respect to securities of the Company; (ii) seek to advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company at annual or special meeting of stockholders, except in accordance with Section 4(a)(vii) and Section 5(b); (iii) form, join or in any way participate in 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 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 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 Ramius Group, or its respective Affiliates and Associates, except as otherwise provided in Section 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) seek, 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 officers 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 vote as each member of the 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 (other than the election of directors) and the reasons therefor; (c) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.

Standstill Restrictions. (a) Each member Subject to applicable law, including Section 13(d) and (g) of the Ramius Group agrees thatExchange Act, from except as permitted pursuant to the terms of this Agreement, beginning on the date of this Agreement until hereof and for a period ending December 31, 2009, the date that is ten (10) business days prior to the deadline for the submission of stockholder nominations for the 2011 Annual Meeting (the “Standstill Period”)Sigma-Tau Group shall not, neither it nor any of and shall cause its Affiliates or and Associates (as defined below) under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, in any manner, directly or indirectly, in any manner: (i) engage solicit (as such term is used in any solicitation the proxy rules of the SEC) proxies or consents to vote any securities of SciClone, 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 to vote any shares of Common Stock with respect to any matter, or become a “participant” in a any “contested solicitation” for the election of directors with respect to SciClone (as such terms are defined or used in Regulation 14A under the Securities Exchange Act of 1934, as amended or and the rules or regulations thereunder (the “Exchange Act”)) of proxies or consents (including, without limitation, any solicitation of consents to call a special meeting of stockholders and any solicitation or nomination pursuant to Rule 14a-11 under the Exchange Actpromulgated thereunder), other than solicitations or acting as a participant in each case, support of all of SciClone’s nominees consistent with respect to securities of the Companythis Agreement; (ii) seek purchase or cause to advise, encourage, support be purchased or influence any person with respect otherwise acquire or agree to acquire beneficial ownership (as determined under Rule 13d-3 promulgated under the voting or disposition Exchange Act) of any Common Stock or other securities of the Company at annual or special meeting of stockholders, except in accordance with Section 4(a)(vii) and Section 5(b)issued by SciClone; (iii) form, join or in any way participate in 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 group comprised solely of the persons identified as part of the Ramius Sigma-Tau 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 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 Sigma-Tau Group; (v) control or seek to control discuss publicly the Board, other than through non public communications with circumstances surrounding the officers negotiation and directors execution of the Company;this Agreement. (vib) seek or encourage any person (other than any member of the Ramius Group) Subject to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect applicable law, except as permitted pursuant to the Company or any solicitation or nomination pursuant to Rule 14a-11 under terms of this Agreement, and provided that SciClone and its Board fully comply with their respective obligations hereunder, beginning on the Exchange Act; date hereof and for a period of one (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 mergeryear, acquisitionthe Sigma-Tau Group shall not, 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 Ramius Group, or shall cause its respective Affiliates and AssociatesAssociates (as defined below) under its control or direction not to, except as otherwise provided in Section 5any manner, to vote its shares of Common Stock on any matter submitted to a vote of the stockholders of the Company directly 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;indirectly: (viii) seek, alone or in concert with others, representation on (1) to call a special meeting of SciClone stockholders, or (2) the removal of any member of the Board, except as specifically contemplated in Section 3; or (ixii) make publicly disclose any request to amend, waive or terminate any provision of this Agreement, other than through non public communications with the officers and directors of the Company that do not trigger any disclosure obligation on the part of any member of the Ramius Group. (bc) Notwithstanding anything contained herein to the contrary, except as expressly provided in Section 5(b), each any member of the Ramius Group Sigma-Tau Group, and any Affiliate or Associate of any such member, shall be entitled to: (i) subject to Section 5, vote their its shares in favor of the election of the Settlement Director Sigma-Tau Directors at the 2009 Annual Meeting, in favor of the Declassification Proposal Meeting and on any other proposal duly brought before the 2009 Annual Meeting, or otherwise vote as each member of the Ramius Sigma-Tau Group determines in its their 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 (other than the election of directors) and the reasons therefor; (ciii) announce its opposition to any Board approved proposals related to a merger, acquisition, disposition of all or substantially all of the assets of SciClone or other business combination involving SciClone; (iv) subject to Section 5, vote its shares of Common Stock in its discretion on any matter submitted to a vote of the stockholders of the Company; (v) propose a slate of nominees for election as directors and/or one or more proposal(s) for consideration or approval by stockholders at the 2010 Annual Meeting in order to comply with the advance notice provisions or other requirements of the Restated Certificate or the Bylaws; (vi) in the event a special meeting is called by a stockholder of SciClone with respect to the removal of directors, (A) vote all the shares of Common Stock held by the Sigma-Tau Group in favor of the Sigma-Tau Directors and (B) solicit proxies to vote against the removal of the Sigma-Tau Directors; and (vii) make any public announcement with respect to, and offer to effect, seek or propose (with or without conditions) a merger, acquisition, disposition or other business combination involving SciClone. (d) Notwithstanding anything contained herein to the contrary, the Sigma-Tau Directors shall be entitled to exercise their rights as members of the Board while serving as members of the Board. (e) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.

Standstill Restrictions. (a) Each member Except with the prior written consent of Wang duly authorized by a majority of the Ramius Group agrees thatBoard, excluding the Olivetti Nominees, until the earlier of (i) ninety (90) days after the occurrence of a Modified Early Termination Event or (ii) one hundred eighty (180) days after the date after the third (3rd) anniversary of the date hereof on which all of the Olivetti Nominees on the Board resign from the date of this Agreement until the date that is ten (10) business days prior to the deadline for the submission of stockholder nominations for the 2011 Annual Meeting (the “Standstill Period”)Board, neither it nor any of its Affiliates or Associates under its control or direction willOlivetti will not, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner: (i) engage act in concert with any other person or Group by becoming a member of a 13D Group, other than any 13D Group comprised exclusively of Olivetti and one or more of its Affiliates; (ii) purchase or otherwise acquire shares of Capital Stock as a result of which, after giving effect to such purchase or acquisition, Olivetti and its Affiliates will beneficially own (as determined pursuant to Rule 13d-3 of the 1934 ▇▇▇) ▇▇re than 19.9% of the outstanding shares of Common Stock; (iii) solicit, initiate, encourage or participate in any solicitation "solicitation" of proxies or consents "proxies" or become a “"participant” " in a “solicitation” any "election contest" (as such terms are defined or used in Regulation 14A under the Securities Exchange Act of 1934, as amended or the rules or regulations thereunder 1934 Act; disregarding clause (the “Exchange Act”)iv) of proxies Rule 14a 1(1)(2) and including an exempt solicitation pursuant to Rule 14a 2(b)(1)); call, or consents (including, without limitationin any way encourage or participate in a call for, any solicitation of consents to call a special meeting of stockholders and of Wang (or take any solicitation or nomination pursuant to Rule 14a-11 under the Exchange Act), in each case, action with respect to securities action by written consent of the Company; (ii) stockholders of Wang); seek to advise, encourage, support or influence advise any person Person with respect to the voting or disposition of any securities of the Company Wang; make any statement in a press release, newspaper advertisement or similar general communication of how it intends to vote at annual or special any meeting of stockholders, except in accordance with Section 4(a)(vii) and Section 5(b); stockholders of Wang (iii) form, join or in any way participate in 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 any action by written consent of the persons identified as part stockholders of the Ramius GroupWang); request, but does not include or take any other members who are not currently identified as Ramius Group members as action to obtain or retain, any list of the date hereof); (iv) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting holders of any Common Stock, other than securities of Wang; or initiate or propose any such voting trust, arrangement stockholder proposal 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 participate in or encourage any person (other than any member the making of, or solicit stockholders of the Ramius Group) to submit nominations in furtherance of a “contested solicitation” Wang for the election approval of, one or removal of directors with respect to the Company or any 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 Companymore stockholder proposals; provided, however, that nothing herein will limit the ability Olivetti shall not be prohibited from receiving communications from a security holder who is engaged in any "solicitation" of (1) "proxies" or who is a "participant" in any member of the Ramius Group, or its respective Affiliates and Associates, except as otherwise provided in Section 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"election contest"; (vii) seek, 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 officers 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 vote as each member of the 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 (other than the election of directors) and the reasons therefor; (c) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.

Standstill Restrictions. (a) Each member of the Ramius Group agrees that, from the date of this Agreement until the date that is the earlier of (x) ten (10) business days prior to the deadline for the submission of stockholder nominations for the 2011 annual meeting of stockholders (the “2011 Annual Meeting Meeting”) and (y) one year from the date of this Agreement (the “Standstill Period”), neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, 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 call a special meeting of stockholders and any solicitation or nomination pursuant to Rule 14a-11 under the Exchange Act), in each case, with respect to securities of the Company; (ii) seek purchase or cause to advise, encourage, support be purchased or influence any person with respect otherwise acquire or agree to acquire beneficial ownership (as determined under Rule 13d-3 promulgated under the voting or disposition Exchange Act) of any Common Stock or other securities issued by the Company, if in any such case, immediately after the taking of such action, the Ramius Group would, in the aggregate, collectively beneficially own more than 14.99% of the Company at annual or special meeting then outstanding shares of stockholders, except in accordance with Section 4(a)(vii) and Section 5(b)Common Stock; (iii) form, join or in any way participate in 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 any Affiliates or Associates of any member of the Ramius Group or 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 an Affiliate or Associate of any member of the Ramius Group or otherwise currently identified as Ramius Group members as of the date hereof); (iv) deposit any Common Stock in any voting 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 solicitation or nomination pursuant to Rule 14a-11 under the Exchange Act; (vii) (1) make any proposal for consideration by stockholders at any annual or special meeting of stockholders or action by consent in lieu thereof or (2) make any offer or public proposal (with or without conditions) with respect to a merger, acquisition, disposition or other business combination involving the Ramius Group and the CompanyCompany or any of its subsidiaries; provided, however, that nothing herein will limit the ability of (1x) any member of the Ramius Group, or its respective Affiliates and Associates, except as otherwise provided in Section 5, to vote its shares of Common Stock on any matter submitted to a vote of the stockholders of the Company or (2y) 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; (viiviii) seek, alone or in concert with others, representation on the Board or the removal of any member of 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 officers 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)5, 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 vote on any matter as each member of the 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 (other than the election of directors) and the reasons therefor; (c) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.

Standstill Restrictions. (a) Each member Except as otherwise permitted pursuant to the terms of this Agreement, during the Ramius Group agrees that, period from the date of this Agreement until the date that is ten earlier of (10i) 14 days after Abraxas receives notice from the Clinton Group of a material breach by Abraxas of any obligation hereunder which has not been cured; and (ii) the business days prior to day immediately following the deadline for 2015 annual meeting of stockholders of Abraxas (the submission of stockholder nominations for the 2011 “2015 Annual Meeting Meeting”) (such period, the “Standstill Period”), neither it nor any of its the Clinton Group shall not, and shall cause their respective Affiliates or and Associates (as defined below) under its their control or direction will, and it will cause each of its Affiliates and Associates under its control not to, in any manner, directly or indirectly, in any manner: (i) engage solicit (as such term is used in any solicitation the proxy rules of the Securities and Exchange Commission (the “SEC”)) proxies or consents to vote any securities of Abraxas, or become a “participant” make, or in a any way participate in, any “solicitation” (as such terms are defined in Regulation 14A of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Securities Exchange Act of 1934, as amended or the rules or regulations thereunder (the “Exchange Act”)) , to vote any shares of proxies or consents (including, without limitation, any solicitation of consents to call a special meeting of stockholders and any solicitation or nomination pursuant to Rule 14a-11 under the Exchange Act), in each case, Common Stock with respect to securities the election or removal of directors, or become a “participant” in any “contested solicitation” for the Companyelection or removal of directors with respect to Abraxas (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 all of Abraxas’ nominees; (ii) seek to advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company at annual or special meeting of stockholders, except in accordance with Section 4(a)(vii) and Section 5(b); (iii) form, join or in any way participate in 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 group comprised solely of the persons identified as part of the Ramius Group, but does not include any other members who are not currently identified as Ramius Clinton Group members as of the date hereofand its Affiliates and Associates); (iviii) deposit any Common Stock in any voting 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 Clinton Group; (iv) otherwise act, alone or in concert with others, to make any public statement critical of Abraxas, its directors or management; provided, however, that nothing in this Agreement to the contrary shall prohibit the Clinton Group from (x) making public statements (including statements contemplated by Rule 14a-1(1)(2)(iv) under the Exchange Act), (y) engaging in discussions with other stockholders or (z) soliciting, or encouraging or participating in the solicitation of, proxies or consents with respect to voting securities of Abraxas, in each case with respect to any transaction that has been publicly announced by Abraxas involving (A) any recapitalization of Abraxas, all or any portion of which requires approval by the holders of Common Stock, (B) any merger, amalgamation, consolidation, share exchange (including any exchange offer or tender offer), recapitalization, or other business combination, in each case as a result of which the holders of Common Stock of Abraxas immediately prior to the consummation of such transaction would cease to own at least a majority of the issued and outstanding shares of common stock of the resulting company (or, if such resulting company is a subsidiary, then the ultimate parent company), (C) an acquisition, disposition or sale of assets or a business by Abraxas where the consideration to be received or paid in such transaction requires approval by the holders of Common Stock or (4) any other transaction as a result of which the holders of Common Stock of Abraxas immediately prior to the consummation of such transaction would cease to own at least a majority of the issued and outstanding shares of common stock of the resulting company (or, if such resulting company is a subsidiary, then the ultimate parent company) (any of the foregoing transactions, an “Extraordinary Transaction”); (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 solicitation or nomination pursuant to Rule 14a-11 under the Exchange ActAbraxas; (1vii) (A) make any proposal for consideration by stockholders at any annual or special meeting of stockholders or (2B) make any offer or proposal (with or without conditions) with respect to a merger, acquisition, disposition or other business combination involving the Ramius Group Clinton and the CompanyAbraxas; provided, however, that nothing herein will limit the ability of (1) any member of the Ramius Clinton Group, or its respective Affiliates and Associates, except as otherwise provided in Section 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) seek, alone or in concert with others, representation on the Board, except as specifically contemplated in Section 3Abraxas; or (ixviii) make any request to amend, waive or terminate any provision of this Agreement, other than through non non-public communications with the officers and directors of the Company Abraxas that do not trigger any disclosure obligation on the part of any member of the Ramius Clinton 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 vote as each member of the 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 (other than the election of directors) and the reasons therefor; (c) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.

Standstill Restrictions. Subject to applicable law, including Section 13(d) and (ag) Each member of the Ramius Group agrees that, from the date of this Agreement until the date that is ten (10) business days prior to the deadline for the submission of stockholder nominations for the 2011 Annual Meeting (the “Standstill Period”), neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, 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”), except as permitted pursuant to the terms of this Agreement, during the term of this Agreement, the ▇▇▇▇▇▇▇ Group shall not, and shall cause their respective principals, directors, stockholders, officers, employees, agents and affiliates not to, in any manner, directly or indirectly: (a) solicit (as such term is used in the proxy rules of proxies the Securities and Exchange Commission (the “SEC”)) proxies, or consents (includingconduct any nonbinding referendum with respect to Common Stock, without limitationor make, or in any way participate in, any solicitation “solicitation” of consents to call a special meeting any “proxy” within the meaning of stockholders and any solicitation or nomination pursuant to Rule 14a-11 14a-1 promulgated by the SEC under the Exchange Act), in each case, Act to vote any shares of Common Stock with respect to securities any matter, or become a “participant” in any “contested solicitation” for the election of directors with respect to Epicor (as such terms are defined or used in the CompanyExchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of all of Epicor’s nominees and proposals; (iib) seek purchase or cause to advise, encourage, support be purchased or influence any person with respect otherwise acquire or agree to acquire Ownership (as defined in Section 203 of the voting or disposition Delaware General Corporation Law (“DGCL”)) of any Common Stock or other securities issued by Epicor, if in any such case, immediately after the taking of such action, one or more members of the Company at annual ▇▇▇▇▇▇▇ Group would, in the aggregate, collectively Own (as defined in Section 203 of the DGCL) more than 14.99% of the then outstanding shares of Common Stock; provided that the ▇▇▇▇▇▇▇ Group shall be permitted to acquire in the aggregate up to $100 million principal amount of the Convertible Notes and any shares of Common Stock issuable upon the conversion or special meeting settlement of stockholders, except such Convertible Notes shall be excluded from the calculation of the number of shares of Common Stock Owned (as defined in accordance with Section 4(a)(vii203 of the DGCL) by the ▇▇▇▇▇▇▇ Group for purposes of this Section 4(b) and Section 5(b7 of this Agreement, but any shares of Common Stock actually issued upon conversion or settlement of the Convertible Notes pursuant to an election made by any member of the ▇▇▇▇▇▇▇ Group shall not be so excluded (such percentage of shares of Common Stock Owned by the ▇▇▇▇▇▇▇ Group excluding shares of Common Stock issuable upon conversion or settlement of such Convertible Notes, but not excluding shares of Common Stock actually issued upon conversion or settlement of the Convertible Notes pursuant to an election made by any member of the ▇▇▇▇▇▇▇ Group, the “Maximum Percentage”); (iiic) make or be the proponent of any stockholder proposal, whether pursuant to Rule 14a-8 of the Exchange Act or otherwise; (d) form, join or in any way participate in 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 group comprised solely 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); (ive) deposit any Common Stock in any voting 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; (vf) otherwise act, alone or in concert with others, to (i) make any public statement critical of Epicor, its directors or management, (ii) control or seek to control the Board, other than through non 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 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 Epicor or (2iii) make any offer effect, or proposal (with or without conditions) with respect seek to effect, a merger, acquisition, disposition acquisition or other business combination involving Epicor other than through non-public communications with the Ramius officers and directors of Epicor; provided that, subject to the terms of this Agreement, the ▇▇▇▇▇▇▇ Group and the Company; provided, however, that nothing herein will limit the ability of (1) any member of the Ramius Group, or its respective Affiliates principals, directors, stockholders, officers, employees, agents and Associatesaffiliates, except as otherwise provided may have non-public communications with third parties regarding the ▇▇▇▇▇▇▇ Group’s current investment in Section 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;Epicor. (viig) seek, alone or in concert with others, (i) representation on the Board, except as specifically contemplated in Section 3; or3(a), Section 3(b), Section 3(c), Section 3(d) and Section 3(e) or (ii) the removal of any member of the Board; (ixh) make any proposal regarding any of the foregoing; (i) publicly disclose any request to amend, waive or terminate any provision of this Agreement; or (j) take or seek to take, other than through non public communications or cause or seek to cause others to take, directly or indirectly, any action inconsistent with the officers and directors any of the Company that do not trigger any disclosure obligation on the part of any member of the Ramius Groupforegoing. (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 vote as each member of the 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 (other than the election of directors) and the reasons therefor; (c) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.

Standstill Restrictions. (a) Each member Except as otherwise permitted pursuant to the terms of this Agreement, during the term of this Agreement, the Ramius Group agrees thatshall not, from the date of this Agreement until the date that is ten and shall cause their respective Affiliates and Associates (10as defined below) business days prior to the deadline for the submission of stockholder nominations for the 2011 Annual Meeting (the “Standstill Period”), neither it nor any of its Affiliates or Associates under its their control or direction will, and it will cause each of its Affiliates and Associates under its control not to, in any manner, directly or indirectly, in any manner: (i) engage solicit (as such term is used in any solicitation the proxy rules of the Securities and Exchange Commission (the “SEC”)) proxies or consents to vote any securities of Microtune, or become a “participant” make, or in a any way participate in, any “solicitation” (as such terms are defined in Regulation 14A of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Securities Exchange Act of 1934, as amended or the rules or regulations thereunder (the “Exchange Act”)) , to vote any shares of proxies or consents (including, without limitation, any solicitation of consents to call a special meeting of stockholders and any solicitation or nomination pursuant to Rule 14a-11 under the Exchange Act), in each case, Common Stock with respect to securities the election or removal of directors, or become a “participant” in any “contested solicitation” for the Companyelection or removal of directors with respect to Microtune (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 all of Microtune’s nominees; (ii) seek purchase or cause to advise, encourage, support be purchased or influence any person with respect otherwise acquire or agree to acquire beneficial ownership (as determined under Rule 13d-3 promulgated under the voting or disposition Exchange Act) of any Common Stock or other securities issued by Microtune, if in any such case, immediately after the taking of such action, the Ramius Group would, in the aggregate, collectively beneficially own more than 14.99% of the Company at annual or special meeting then outstanding shares of stockholders, except in accordance with Section 4(a)(vii) and Section 5(b)Common Stock; (iii) form, join or in any way participate in 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 group comprised solely of the Ramius Group); provided, but does not include any other members who are not currently identified as however, to the extent that the Ramius Group members as nominates any person(s) for election at the 2011 Annual Meeting in accordance with Section 4(b), nothing herein shall limit the ability of the date hereof)Ramius Group to form a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with such person(s) in furtherance of electing the Ramius Group’s nominee(s) at the 2011 Annual Meeting; (iv) deposit any Common Stock in any voting 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) otherwise act, alone or in concert with others to make any public statement critical of Microtune, its directors or management; provided, however, nothing herein shall limit the ability of the Ramius Group to make any public statement critical of Microtune, its directors or management following the conclusion of the 2011 Annual Meeting; provided further, that if Ramius elects to nominate any person for election as a director of the Company at the 2011 Annual Meeting then nothing herein shall limit the ability of the Ramius Group to make any public statement critical of Microtune, its directors or management on and after the date that is 30 days prior to the last date on which a stockholder of the Company may nominate, in accordance with the applicable procedures set forth in the Company’s Bylaws, a person for election as a member of the Board at the 2011 Annual Meeting (the “2011 Pre-Nomination Date”); (vi) control or seek to control the Board, other than through non public communications with the officers and directors of Microtune (other than in the Companyevent the Company fixes the size of the Board at less than nine (9) members prior to the 2011 Annual Meeting, in which case nothing herein shall prevent the Ramius Group from submitting up to that number of nominations that is permitted in accordance with Section 4(b) hereof) ; (vivii) 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 solicitation or nomination pursuant to Rule 14a-11 under the Exchange ActMicrotune; (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 CompanyMicrotune; provided, however, that nothing herein will limit the ability of (1) any member of the Ramius Group, or its respective Affiliates and Associates, except as otherwise provided in Section 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 Microtune or other business combination involving the CompanyMicrotune; (viiix) seek, alone or in concert with others, (1) to call a special meeting of stockholders, or (2) representation on the Board, except as specifically contemplated in Sections 3(a), (d), (e), (f) and (i) and Section 4(b), or (3) the removal of any member of the Board, other than at the 2011 Annual Meeting as contemplated by Section 4(b); or (ixx) make any request to amend, waive or terminate any provision of this Agreement, other than through non public communications with the officers and directors of the Company Microtune that do not trigger any disclosure obligation on the part of any member of the Ramius Group. (b) Notwithstanding anything contained herein in Section 4(a) to the contrary, except as expressly provided on and after the 2011 Pre-Nomination Date, the Ramius Group shall not be prohibited from (i) nominating one person for election at the 2011 Annual Meeting in Section 5(baccordance with the Company’s procedures set forth in its Bylaws for stockholders to nominate persons for election to the Board, (ii) soliciting proxies with respect to the voting securities of the Company with respect to such nominee (and any additional nominee(s) to the extent permitted by and in accordance with clauses (w), each (x), (y) and (z) of this Section 4(b)), or (iii) taking any actions in connection with the nomination of such person (or persons) in connection with the 2011 Annual Meeting and in furtherance of the election of such person (or persons) at the 2011 Annual Meeting, including but not limited to, taking any of the actions described above in Sections 4(a)(i), 4(a)(iii), 4(a)(v), requesting a stockholder list and related information, filing an amendment or amendments to its Schedule 13D regarding the Common Stock of the Company as required by law or taking any other action related to the solicitation of proxies or making any public filings or announcements in furtherance thereof; provided, however, that (w) in the event that either (A) the Ramius Group has not proposed an Alternative First Nominee for consideration by Microtune in accordance with Section 3(i), or (B) Microtune has not consented to nominate an Alternate First Nominee proposed by the Ramius Group in accordance with Section 3(i) for election to the Board at the 2011 Annual Meeting, then the Ramius Group shall be permitted to nominate one additional person for election at the 2011 Annual Meeting in opposition to the First Nominee or any person nominated by the Company in substitution for the First Nominee; (x) in the event that the Company does not nominate the Second Nominee for election to the Board at the 2011 Annual Meeting, then the Ramius Group shall be permitted to nominate one additional person for election at the 2011 Annual Meeting in opposition to the person nominated by the Company in substitution for the Second Nominee; (y) in the event that the Company does not nominate the Third Nominee for election to the Board at the 2011 Annual Meeting or there exists a vacancy in the seat previously held by the Third Nominee, then the Ramius Group shall be permitted to nominate one additional person for election at the 2011 Annual Meeting in opposition to either (i) the person nominated by the Company in substitution for the Third Nominee or (ii) any other Microtune nominee up for election at the 2011 Annual Meeting to the extent that the Company does not nominate a person in substitution for the Third Nominee; and (z) any person nominated by the Ramius Group pursuant to any of the foregoing clauses (w), (x) and (y) shall qualify as “independent” pursuant to NASDAQ listing standards and shall not be an Affiliate or Associate of the Ramius Group. The Company shall provide the Ramius Group written notice of the adoption by the Board of any amendment to the Company’s Bylaws that changes the time period during which, or procedures by which, a stockholder may, in accordance with the applicable procedures set forth in the Company’s Bylaws, nominate a person for election as a member of the Board at an annual meeting of stockholders, within not more than two (2) business days after such amendment (the “Bylaw Amendment Notice”). In the event that any such amendment of the Company’s Bylaws results in a deadline for the nomination of directors that is a date prior to the date of receipt of the Bylaw Amendment Notice by the Ramius Group, then, notwithstanding any other provisions of this Agreement, the Ramius Group shall have ten (10) days from the date of its receipt of the Bylaw Amendment Notice to nominate persons for election as members of the Board at the 2011 Annual Meeting. In the event the Company provides the Ramius Group written notice of any change to the 2011 Proposed Nominees after the nomination deadline in connection with the 2011 Annual Meeting has passed, then the Ramius Group shall have ten (10) days to submit nominations, or substitutions for any existing nomination, in accordance with this Section 4(b). (c) Subject to Section 5, any member of the Ramius Group Group, and any Affiliate or Associate of any such member, 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 2010 Annual Meeting, Meeting or otherwise vote 2011 Annual Meeting as each member of the Ramius Group determines in its their sole discretion; and (ii) disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, on any stockholder proposal or other matter to be voted on by the stockholders of the Company (other than the election of directors) and the reasons therefor;. (cd) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange ActAct and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement.

Standstill Restrictions. (a) Each member Except as otherwise permitted pursuant to the terms of this Agreement, during the term of this Agreement, the Ramius Group agrees thatshall not, from the date of this Agreement until the date that is ten and shall cause their respective Affiliates and Associates (10as defined below) business days prior to the deadline for the submission of stockholder nominations for the 2011 Annual Meeting (the “Standstill Period”), neither it nor any of its Affiliates or Associates under its their control or direction will, and it will cause each of its Affiliates and Associates under its control not to, in any manner, directly or indirectly, in any manner: (i) engage solicit (as such term is used in any solicitation the proxy rules of the Securities and Exchange Commission (the “SEC”)) proxies or consents to vote any securities of Microtune, or become a “participant” make, or in a any way participate in, any “solicitation” (as such terms are defined in Regulation 14A of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Securities Exchange Act of 1934, as amended or the rules or regulations thereunder (the “Exchange Act”)) , to vote any shares of proxies or consents (including, without limitation, any solicitation of consents to call a special meeting of stockholders and any solicitation or nomination pursuant to Rule 14a-11 under the Exchange Act), in each case, Common Stock with respect to securities the election or removal of directors, or become a “participant” in any “contested solicitation” for the Companyelection or removal of directors with respect to Microtune (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 all of Microtune’s nominees; (ii) seek purchase or cause to advise, encourage, support be purchased or influence any person with respect otherwise acquire or agree to acquire beneficial ownership (as determined under Rule 13d-3 promulgated under the voting or disposition Exchange Act) of any Common Stock or other securities issued by Microtune, if in any such case, immediately after the taking of such action, the Ramius Group would, in the aggregate, collectively beneficially own more than 14.99% of the Company at annual or special meeting then outstanding shares of stockholders, except in accordance with Section 4(a)(vii) and Section 5(b)Common Stock; (iii) form, join or in any way participate in 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 group comprised solely of the Ramius Group); provided, but does not include any other members who are not currently identified as however, to the extent that the Ramius Group members as nominates any person(s) for election at the 2011 Annual Meeting in accordance with Section 4(b), nothing herein shall limit the ability of the date hereof)Ramius Group to form a “group”(within the meaning of Section 13(d)(3) of the Exchange Act) with such person(s) in furtherance of electing the Ramius Group’s nominee(s) at the 2011 Annual Meeting; (iv) deposit any Common Stock in any voting 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) otherwise act, alone or in concert with others to make any public statement critical of Microtune, its directors or management; provided, however, nothing herein shall limit the ability of the Ramius Group to make any public statement critical of Microtune, its directors or management following the conclusion of the 2011 Annual Meeting; provided further, that if Ramius elects to nominate any person for election as a director of the Company at the 2011 Annual Meeting then nothing herein shall limit the ability of the Ramius Group to make any public statement critical of Microtune, its directors or management on and after the date that is 30 days prior to the last date on which a stockholder of the Company may nominate, in accordance with the applicable procedures set forth in the Company's Bylaws, a person for election as a member of the Board at the 2011 Annual Meeting (the “2011 Pre-Nomination Date”); (vi) control or seek to control the Board, other than through non public communications with the officers and directors of Microtune (other than in the Companyevent the Company fixes the size of the Board at less than nine (9) members prior to the 2011 Annual Meeting, in which case nothing herein shall prevent the Ramius Group from submitting up to that number of nominations that is permitted in accordance with Section 4(b) hereof) ; (vivii) 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 solicitation or nomination pursuant to Rule 14a-11 under the Exchange ActMicrotune; (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 CompanyMicrotune; provided, however, that nothing herein will limit the ability of (1) any member of the Ramius Group, or its respective Affiliates and Associates, except as otherwise provided in Section 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 Microtune or other business combination involving the CompanyMicrotune; (viiix) seek, alone or in concert with others, (1) to call a special meeting of stockholders, or (2) representation on the Board, except as specifically contemplated in Sections 3(a), (d), (e), (f) and (i) and Section 4(b), or (3) the removal of any member of the Board, other than at the 2011 Annual Meeting as contemplated by Section 4(b); or (ixx) make any request to amend, waive or terminate any provision of this Agreement, other than through non public communications with the officers and directors of the Company Microtune that do not trigger any disclosure obligation on the part of any member of the Ramius Group. (b) Notwithstanding anything contained herein in Section 4(a) to the contrary, except as expressly provided on and after the 2011 Pre-Nomination Date, the Ramius Group shall not be prohibited from (i) nominating one person for election at the 2011 Annual Meeting in Section 5(baccordance with the Company's procedures set forth in its Bylaws for stockholders to nominate persons for election to the Board, (ii) soliciting proxies with respect to the voting securities of the Company with respect to such nominee (and any additional nominee(s) to the extent permitted by and in accordance with clauses (w), each (x), (y) and (z) of this Section 4(b)), or (iii) taking any actions in connection with the nomination of such person (or persons) in connection with the 2011 Annual Meeting and in furtherance of the election of such person (or persons) at the 2011 Annual Meeting, including but not limited to, taking any of the actions described above in Sections 4(a)(i), 4(a)(iii), 4(a)(v), requesting a stockholder list and related information, filing an amendment or amendments to its Schedule 13D regarding the Common Stock of the Company as required by law or taking any other action related to the solicitation of proxies or making any public filings or announcements in furtherance thereof; provided, however, that (w) in the event that either (A) the Ramius Group has not proposed an Alternative First Nominee for consideration by Microtune in accordance with Section 3(i), or (B) Microtune has not consented to nominate an Alternate First Nominee proposed by the Ramius Group in accordance with Section 3(i) for election to the Board at the 2011 Annual Meeting, then the Ramius Group shall be permitted to nominate one additional person for election at the 2011 Annual Meeting in opposition to the First Nominee or any person nominated by the Company in substitution for the First Nominee; (x) in the event that the Company does not nominate the Second Nominee for election to the Board at the 2011 Annual Meeting, then the Ramius Group shall be permitted to nominate one additional person for election at the 2011 Annual Meeting in opposition to the person nominated by the Company in substitution for the Second Nominee; (y) in the event that the Company does not nominate the Third Nominee for election to the Board at the 2011 Annual Meeting or there exists a vacancy in the seat previously held by the Third Nominee, then the Ramius Group shall be permitted to nominate one additional person for election at the 2011 Annual Meeting in opposition to either (i) the person nominated by the Company in substitution for the Third Nominee or (ii) any other Microtune nominee up for election at the 2011 Annual Meeting to the extent that the Company does not nominate a person in substitution for the Third Nominee; and (z) any person nominated by the Ramius Group pursuant to any of the foregoing clauses (w), (x) and (y) shall qualify as “independent” pursuant to NASDAQ listing standards and shall not be an Affiliate or Associate of the Ramius Group. The Company shall provide the Ramius Group written notice of the adoption by the Board of any amendment to the Company’s Bylaws that changes the time period during which, or procedures by which, a stockholder may, in accordance with the applicable procedures set forth in the Company’s Bylaws, nominate a person for election as a member of the Board at an annual meeting of stockholders, within not more than two (2) business days after such amendment (the “Bylaw Amendment Notice”). In the event that any such amendment of the Company’s Bylaws results in a deadline for the nomination of directors that is a date prior to the date of receipt of the Bylaw Amendment Notice by the Ramius Group, then, notwithstanding any other provisions of this Agreement, the Ramius Group shall have ten (10) days from the date of its receipt of the Bylaw Amendment Notice to nominate persons for election as members of the Board at the 2011 Annual Meeting. In the event the Company provides the Ramius Group written notice of any change to the 2011 Proposed Nominees after the nomination deadline in connection with the 2011 Annual Meeting has passed, then the Ramius Group shall have ten (10) days to submit nominations, or substitutions for any existing nomination, in accordance with this Section 4(b). (c) Subject to Section 5, any member of the Ramius Group Group, and any Affiliate or Associate of any such member, 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 2010 Annual Meeting, Meeting or otherwise vote 2011 Annual Meeting as each member of the Ramius Group determines in its their sole discretion; and (ii) disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, on any stockholder proposal or other matter to be voted on by the stockholders of the Company (other than the election of directors) and the reasons therefor;. (cd) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange ActAct and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement.

Standstill Restrictions. (a) Each member of the Ramius Group agrees that, from the date of this Agreement until the date that is the earlier of (x) ten (10) business days prior to the deadline for the submission of stockholder nominations for the 2011 annual meeting of stockholders (the “2011 Annual Meeting Meeting”) and (y) one year from the date of this Agreement (the “Standstill Period”), neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, 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 call a special meeting of stockholders and any solicitation or nomination pursuant to Rule 14a-11 under the Exchange Act), in each case, with respect to securities of the Company; (ii) seek purchase or cause to advise, encourage, support be purchased or influence any person with respect otherwise acquire or agree to acquire beneficial ownership (as determined under Rule 13d-3 promulgated under the voting or disposition Exchange Act) of any Common Stock or other securities issued by the Company, if in any such case, immediately after the taking of such action, the Ramius Group would, in the aggregate, collectively beneficially own more than 14.99% of the Company at annual or special meeting then outstanding shares of stockholders, except in accordance with Section 4(a)(vii) and Section 5(b)Common Stock; (iii) form, join or in any way participate in 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 any Affiliates or Associates of any member of the Ramius Group or 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 an Affiliate or Associate of any member of the Ramius Group or otherwise currently identified as Ramius Group members as of the date hereof); (iv) deposit any Common Stock in any voting 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 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 action by consent in lieu thereof or (2) make any offer or public proposal (with or without conditions) with respect to a merger, acquisition, disposition or other business combination involving the Ramius Group and the CompanyCompany or any of its subsidiaries; provided, however, that nothing herein will limit the ability of (1x) any member of the Ramius Group, or its respective Affiliates and Associates, except as otherwise provided in Section 5, to vote its shares of Common Stock on any matter submitted to a vote of the stockholders of the Company or (2y) 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; (viiviii) seek, alone or in concert with others, representation on the Board or the removal of any member of 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 officers 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)5, 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 vote on any matter as each member of the 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 (other than the election of directors) and the reasons therefor; (c) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.

Standstill Restrictions. Until the earlier of (a) Each member the time that the Investor’s Ownership Percentage is less than five percent (5%) and (b) the third anniversary of the Ramius Group agrees thatdate hereof, from the date Investor shall not, and shall cause its Affiliates (including commonly controlled or managed investment funds) not to, without the prior consent of this Agreement until the date that is ten Board, (10i) business days prior directly or indirectly acquire, agree to acquire, or offer to acquire, 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 representing in the aggregate more than one percent (1%) of the total voting power of the Company’s outstanding securities, in addition to the deadline for Series A Preferred Stock, Common Stock acquired upon conversion of the submission of stockholder nominations for the 2011 Annual Meeting (the “Standstill Period”), neither it nor any of its Affiliates or Associates under its control or direction willSeries A Preferred Stock, and it will cause each of its Affiliates and Associates under its control not toany shares paid as dividends thereon, (ii) make, or in any way participate or engage in, directly or indirectly, in any manner: (i) engage in any solicitation of proxies or consents or become a “participant” in a “solicitation” of “proxies” to vote (as such terms are defined used in Regulation 14A under the Securities Exchange Act proxy rules 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 call a special meeting of stockholders and any solicitation or nomination pursuant to Rule 14a-11 under the Exchange ActCommission), in each case, with respect to securities of the Company; (ii) or seek to advise, encourage, support advise or influence any person with respect to the voting or disposition of of, any voting securities of the Company at annual or special meeting (other than in connection with the election of stockholdersthe Series A Director (as defined in the Series A Certificate of Designation)), except in accordance with Section 4(a)(vii) and Section 5(b); (iii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 14, or seek a release of such restrictions, or (iv) form, join or in any way participate in any a “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 any voting securities of the persons identified as part Company except for any group comprised solely 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 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 Investor 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 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 Companyits Affiliates; provided, however, that nothing herein will limit the foregoing shall not restrict the ability of (1) any member directors appointed or elected to the Board pursuant to the terms of Section 8 of the Ramius Group, Series A Certificate of Designation from exercising his or its respective Affiliates and Associates, except as otherwise provided in Section 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) seek, 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 her fiduciary duties. The foregoing provisions of this Agreement, other than through non public communications with the officers Section 14 will terminate and directors will be 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 tono further force or effect if: (i) vote their shares in favor the Company or any of its subsidiaries makes an assignment for the election benefit of the Settlement Director at the Annual Meetingcreditors or commences any proceeding under any bankruptcy, in favor reorganization, arrangement, insolvency, readjustment of the Declassification Proposal and on debt, dissolution or liquidation law of any other proposal duly brought before the Annual Meeting, or otherwise vote as each member of the Ramius Group determines in its sole discretion; andjurisdiction; (ii) discloseany such petition is filed or any such proceeding is commenced against the Company or any of its subsidiaries and either (A) the Company or such subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein or (B) such petition, application or proceeding is not dismissed within 30 days; or (iii) a third party publicly announces or otherwisepublicly makes an unsolicited offer to enter into a business combination with, how it intends to vote or act with respect to any securities acquire more than 10% of the Companyequity securities or assets of, any stockholder proposal or other matter to be voted on by the stockholders of the Company (other than the election or of directors) and the reasons therefor; (c) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Actany subsidiary thereof.