Starboard agrees that it will cause its controlled Affiliates and Associates to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such controlled Affiliate or Associate. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “Exchange Act”), 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.

Additional Agreements. During the period that begins on the Effective Date and ends of the first to occur of # the date that is five (5) years following the Termination Date or # the date of a Change of Control, Executive agrees that he or she will not, without the prior approval of the Board or in the course of his or her normal duties and responsibilities hereunder on behalf of the [[Bank:Organization]] Group, directly or indirectly: # engage in any solicitation of proxies or consents or become a “participant” in a contested “solicitation” (as such terms are defined in Regulation [[Unknown Identifier]] under the Exchange Act) of proxies or consents (including, without limitation, any solicitation of consents that seeks to call a special meeting of stockholders), in each case, with respect to securities of Parent; # seek or submit, or encourage any person or entity to seek or submit, nomination(s) in furtherance of a “contested solicitation” for the appointment, election or removal of directors with respect to Parent or seek, encourage or take any other action with respect to the appointment, election or removal of any directors of Parent, other than a “solicitation” or acting as a “participant” in support of the nomination and election of all directors then comprising the Incumbent Board, and any individual whose election, or nomination for

Additional Agreements. Each Eligible Person to whom an Award is granted under this Plan may be required to agree in writing, as a condition to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Eligible Person’s termination of employment or service to a general release of claims and/or a noncompetition or other restricted covenant agreement in favor of the Company and its Affiliates, with the terms and conditions of such agreement(s) to be determined in good faith by the Committee.

Additional Agreements. The Sellers agree and acknowledges that: # Buyer may make, or cause the Company to make, from time to time such business decisions as it deems appropriate in its sole discretion in the conduct of the business of Buyer and the Company, including actions with respect to the ownership and operation of the Company and the Business, in each case that will or may have an impact on the Adjusted EBITDA and/or the achievement of all or any portion of Earn-Out Consideration; and # the Sellers or any Affiliate thereof shall not have any right to claim any lost Earn-Out Consideration or other damages as a result of such decisions; provided, however, Buyer may not take any action the intent and effect of which is to decrease in any material respect either: # the likelihood the full Earn-Out Consideration is achieved; or # the portion of the Earn-Out Consideration actually earned and payable to the Sellers. The Parties understand and acknowledge that Buyer is interested in developing new facilities in Richmond, Virginia (and possibly other locations within the Commonwealth of Virginia) within one year following Closing, and to the extent there is a reasonably quantifiable impact on the Adjusted EBITDA based on such expansion efforts that is not de minimis, up or down, as applicable, Buyer and Sellers’ Representative shall negotiate in good faith to make commercially reasonable adjustments to the Adjusted EBITDA as may be required to normalize such figures. Any dispute related to the amount of such additional adjustments shall be resolved with the Neutral Accountant in accordance with the procedures set forth in 2.4(b), mutatis mutandis.

Additional Agreements. Each Eligible Person to whom an Award is granted under the Plan may be required to agree in writing, as a condition to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Eligible Person’s termination of employment or service to a general release of claims and/or a noncompetition or other restricted covenant agreement in favor of the Company and its Affiliates, with the terms and conditions of such agreement(s) to be determined in good faith by the Committee.

No Additional Agreements. The Company does not have any agreement or understanding with the Investor with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

Borrower understands and agrees, and waives and releases Lender, as follows:

No Additional Agreements. The Company does not have any agreement or understanding with the Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

No Additional Agreements. The Company does not have any agreement or understanding with the Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

No Additional Agreements. The Company does not have any agreement or understanding with the Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.