Page 11 of 14 – SEC Filing
(ii) form,
join or in any way participate in a “group” (as defined under the Securities Exchange Act of 1934) with respect to
the Company or otherwise act in concert with any person in respect of any such securities (except for any “group”
solely comprised of Seller and its affiliates);
(iii)
otherwise act, alone or in concert with others, to seek representation on the Board or to control or influence the management
or policies of the Company;
(iv) arrange,
or in any way participate, directly or indirectly, in any financing for the purchase of any securities or assets of the Company;
or
(v) enter
into any discussions or arrangements with any third party (other than the Buyer) with respect to any of the foregoing.
(b) The
Seller further agrees that, for a period of two (2) years following the end of the Standstill Period or until such earlier time
as the restrictions in this Section 4 terminate as provided in Section 4.1(c) of this Agreement (the “Additional Limited
Standstill Period”), unless specifically consented to in writing by the Buyer, neither the Seller nor any of its subsidiaries
or other affiliates (nor any other person acting on behalf of or in concert with the Seller or any of its subsidiaries or other
affiliates) will, in any manner, directly or indirectly engage in any of the actions described in clauses (i) through (v) of Section
4(a) above; provided, that the Seller shall be permitted to acquire any securities (or beneficial ownership thereof), or
rights or options to acquire any securities (or beneficial ownership thereof), of the Company during the Additional Limited Standstill
Period so long as (i) the Seller does not purchase securities that would cause its ownership to exceed 4.9% of the Common Stock
of the Company at the time of such purchase, (ii) the Seller agrees to vote any such securities acquired consistent with the recommendation
of the Board of Directors of the Company on any shareholder action, other than with respect to (A) an Extraordinary Event with
respect to the Company, or (B) any proposal by the Company to implement any takeover defense measures, and (iii) the Seller
does not engage in any of the other actions described in clauses (i) through (v) of Section 4(a) above. For purposes of this paragraph,
“Extraordinary Event” shall mean any merger, consolidation, acquisition, disposition, spin-off, reverse stock
split, sale of all or substantially of assets, business combination or similar transaction involving the Company that is submitted
for approval of stockholders of the Company.
(c) If
at any time during the Standstill Period or the Additional Limited Standstill Period (x) the Company enters into a definitive
agreement providing for a Sale Transaction (as defined below) or publicly announces its intention to pursue a Sale Transaction
(as defined herein); (y) a tender or exchange offer that, if consummated, would constitute a Sale Transaction is made or announced
and the Board of Directors of the Company accepts (or recommends that its stockholders accept) such offer or fails to recommend
within ten (10) business days from the date of commencement of such offer that its stockholders reject such offer; or (z) Colony
NorthStar, Inc., or an affiliate thereof, ceases to be the manager and adviser to the Company, then the restrictions in this Section
4 shall automatically terminate and cease to be of any effect. The term “Sale Transaction” shall mean a transaction
in which (i) a person or group acquires, directly or indirectly, in one transaction or a series of related transactions, 50% or
more of the outstanding common shares or assets constituting 50% or more of the consolidated assets of the Company, or (ii) the
Company engages in a merger, sale of all or substantially all of the Company’s assets, commences any tender or exchange
offer (by any person other than the Seller or its affiliates), or other business combination such that the holders of securities
entitled to be voted generally in the election of directors of the Company immediately prior to the transaction do not own more
than 50% of the voting power of securities so entitled to be voted generally in the election of directors of the resulting entity
immediately following such transaction.
