{"id":42839,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/standstill-agreement-pixelworks-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"standstill-agreement-pixelworks-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/standstill-agreement-pixelworks-inc.html","title":{"rendered":"Standstill Agreement – Pixelworks Inc."},"content":{"rendered":"

\nAGREEMENT<\/strong><\/a><\/p>\n

\n

This Agreement, dated as of February 8, 2012, is by and among Pixelworks,
\nInc., an Oregon corporation (the “Company<\/strong>“), and Steven R.
\nBecker, an individual resident of Texas (“Becker<\/strong>“), Matthew A.
\nDrapkin, an individual resident of New York (“Drapkin<\/strong>“), BC
\nAdvisors, LLC, a Texas limited liability company, Becker Drapkin Management,
\nL.P., a Texas limited partnership, Becker Drapkin Partners (QP), L.P., a Texas
\nlimited partnership, Becker Drapkin Partners, L.P., a Texas limited partnership,
\nand BD Partners IV, L.P., a Texas limited partnership (collectively with Becker
\nand Drapkin, the “Shareholder Group<\/strong>“), and Bradley Shisler, an
\nindividual resident of Texas (“Shisler<\/strong>“).<\/p>\n<\/p>\n

WHEREAS, the Company and the Shareholder Group have determined that the
\ninterests of the Company and its shareholders would be best served by adding
\nBecker and Shisler to the Board (as defined below) on the terms and conditions
\nset forth in this Agreement.<\/p>\n<\/p>\n

NOW, THEREFORE, in consideration of the foregoing premises and the respective
\nrepresentations, warranties, covenants, agreements and conditions hereinafter
\nset forth, and intending to be legally bound hereby, the parties hereto hereby
\nagree as follows:<\/p>\n<\/p>\n

1.<\/em> Definitions. <\/em>For purposes of this Agreement:<\/p>\n<\/p>\n

(a) The terms “Affiliate<\/strong>” and “Associate<\/strong>”
\nhave the respective meanings set forth in Rule 12b-2 promulgated by the
\nSecurities and Exchange Commission (the “SEC<\/strong>“) under the
\nSecurities Exchange Act of 1934, as amended (the “Exchange
\nAct<\/strong>“), provided <\/em>that neither “Affiliate” nor “Associate” shall
\ninclude (i) any person that is a publicly held concern and is otherwise an
\nAffiliate or Associate by reason of the fact that a principal of any member of
\nthe Shareholder Group serves as a member of the board of directors or similar
\ngoverning body of such concern, (ii) such principal in its capacity as a member
\nof the board of directors or other similar governing body of such concern or
\n(iii) any entity which is an Associate solely by reason of clause (a) of the
\ndefinition of Associate in Rule 12b-2 and is not an Affiliate.<\/p>\n<\/p>\n

(b) The terms “beneficial owner<\/strong>” and “beneficial
\nownership<\/strong>” shall have the respective meanings as set forth in Rule
\n13d-3 promulgated by the SEC under the Exchange Act.<\/p>\n<\/p>\n

(c) “Board<\/strong>” means the Board of Directors of the Company.<\/p>\n<\/p>\n

(d) “Common Stock<\/strong>” means the common stock of the Company,
\npar value $0.001 per share.<\/p>\n<\/p>\n

(e) “Ownership Interest<\/strong>” means, with respect to the Common
\nStock, having beneficial ownership of the Common Stock.<\/p>\n<\/p>\n

(f) The terms “person<\/strong>” or “persons<\/strong>” shall
\nmean any individual, corporation (including not-for-profit), general or limited
\npartnership, limited liability company, joint venture, the media, estate, trust,
\nassociation, organization or other entity of any kind or nature, including any
\ngovernmental authority.<\/p>\n<\/p>\n

(g) “Standstill Period<\/strong>” means the period from the date
\nhereof until the later<\/u> of (i) thirty (30) days after the date on which
\nneither Becker nor Shisler (nor, as applicable, any replacement director(s)
\nappointed pursuant to Section 5 hereof) continue to serve as a member of the
\nBoard, and (ii) the earlier<\/u> of:<\/p>\n<\/p>\n

(A) February 8, 2014, and<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

(B) thirty (30) days after the date on which the Board has accepted the
\nresignation of both Becker and Shisler (and, as applicable, any replacement
\ndirector(s) appointed pursuant to Section 5 hereof) as directors pursuant to
\nSection 6(a)(i) hereof;<\/p>\n<\/p>\n

provided<\/em> that the Standstill Period shall end on such date, if any,
\nas the Company has breached in any material respect any of its representations,
\nwarranties, commitments or obligations set forth in Sections 2, 4, 5 or 14
\nhereof and such breach has not been cured within thirty (30) days following
\nwritten notice of such breach, so long as such breach is curable.<\/p>\n<\/p>\n

2.<\/em> Representations and Warranties of the Company. <\/em>The
\nCompany represents and warrants as follows as of the date hereof:<\/p>\n<\/p>\n

(a) The Company has the corporate power and authority to execute, deliver and
\ncarry out the terms and provisions of this Agreement and to consummate the
\ntransactions contemplated hereby.<\/p>\n<\/p>\n

(b) This Agreement has been duly and validly authorized, executed and
\ndelivered by the Company, constitutes a valid and binding obligation and
\nagreement of the Company, and is enforceable against the Company in accordance
\nwith its terms, except as enforcement thereof may be limited by applicable
\nbankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
\nsimilar laws affecting the rights of creditors and subject to general equity
\nprinciples.<\/p>\n<\/p>\n

(c) The execution, delivery and performance of this Agreement by the Company
\ndoes not and will not (i) violate or conflict with any law, rule, regulation,
\norder, judgment or decree, in each case that is applicable to the Company, or
\n(ii) result in any material breach or material violation of, or constitute a
\nmaterial default (or an event which with notice or lapse of time or both could
\nbecome a material default) under or pursuant to, or result in the loss of a
\nmaterial benefit under, or give any right of termination, amendment,
\nacceleration or cancellation of, (A) any organizational document of the Company
\nor (B) any agreement, contract, commitment, understanding or arrangement, in
\neach case to which the Company is a party or by which it is bound and which is
\nmaterial to the Company’s business or operations.<\/p>\n<\/p>\n

3A.<\/em> Representations and Warranties of the Shareholder
\nGroup<\/em>. Each member of the Shareholder Group severally, and not jointly,
\nrepresents and warrants with respect to himself or itself as follows as of the
\ndate hereof:<\/p>\n<\/p>\n

(a) Such member has the power and authority to execute, deliver and carry out
\nthe terms and provisions of this Agreement and to consummate the transactions
\ncontemplated hereby. Such member, if an entity, has the corporate, limited
\npartnership or limited liability company power and authority, as applicable, to
\nexecute, deliver and carry out the terms and provisions of this Agreement and to
\nconsummate the transactions contemplated hereby.<\/p>\n<\/p>\n

(b) This Agreement has been duly and validly authorized, executed, and
\ndelivered by such member, constitutes a valid and binding obligation and
\nagreement of such member, and is enforceable against such member in accordance
\nwith its terms, except as enforcement thereof may be limited by applicable
\nbankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
\nsimilar laws affecting the rights of creditors and subject to general equity
\nprinciples.<\/p>\n<\/p>\n

(c) The execution, delivery and performance of this Agreement by such member
\ndoes not and will not (i) violate or conflict with any law, rule, regulation,
\norder, judgment or decree applicable to such member, or (ii) result in any
\nmaterial breach or material violation of, or constitute a material default (or
\nan event which with notice or lapse of time or both could become a material
\ndefault) under or pursuant<\/p>\n<\/p>\n

2<\/p>\n

\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

to, or result in the loss of a material benefit under, or give any right of
\ntermination, amendment, acceleration or cancellation of, (A) any organizational
\ndocument, if an entity, or (B) any agreement, contract, commitment,
\nunderstanding or arrangement, in each case to which such member is a party or by
\nwhich such member is bound and which is material to such member.<\/p>\n<\/p>\n

(d) As of the date hereof, such member is the beneficial owner of the number
\nof shares of Common Stock as set forth on the applicable cover page (including
\nany cross-referenced information) relating to such member in the report of
\nbeneficial ownership of Common Stock on Amendment No. 2 to Schedule 13D filed by
\nmembers of the Shareholder Group with the SEC on January 9, 2012
\n(“Schedule 13D<\/strong>“). As of the date hereof, the members of the
\nShareholder Group and their Affiliates and Associates own in the aggregate
\n2,686,185 shares of Common Stock. Except for those Affiliates and Associates of
\nsuch member with respect to whom a cover page is included in the Schedule 13D,
\nno other Affiliate or Associate of such member beneficially owns any shares of
\nCommon Stock.<\/p>\n<\/p>\n

(e) In addition, Becker consents and agrees to serve as a director of the
\nCompany as of the date hereof in accordance with the terms of this Agreement.\n<\/p>\n<\/p>\n

3B<\/em> Representations and Warranties of Shisler<\/em>. Shisler
\nrepresents and warrants with respect to himself as follows as of the date
\nhereof:<\/p>\n<\/p>\n

(a) Shisler has the power and authority to execute, deliver and carry out the
\nterms and provisions of this Agreement and to consummate the transactions
\ncontemplated hereby.<\/p>\n<\/p>\n

(b) This Agreement has been duly and validly authorized, executed, and
\ndelivered by Shisler, constitutes a valid and binding obligation and agreement
\nof Shisler, and is enforceable against Shisler in accordance with its terms,
\nexcept as enforcement thereof may be limited by applicable bankruptcy,
\ninsolvency, reorganization, moratorium, fraudulent conveyance or similar laws
\naffecting the rights of creditors and subject to general equity principles.<\/p>\n<\/p>\n

(c) The execution, delivery and performance of this Agreement by Shisler does
\nnot and will not (i) violate or conflict with any law, rule, regulation, order,
\njudgment or decree applicable to Shisler, or (ii) result in any material breach
\nor material violation of, or constitute a material default (or an event which
\nwith notice or lapse of time or both could become a material default) under or
\npursuant to, or result in the loss of a material benefit under, or give any
\nright of termination, amendment, acceleration or cancellation of, any agreement,
\ncontract, commitment, understanding or arrangement to which Shisler is a party
\nor by which Shisler is bound and which is material to Shisler.<\/p>\n<\/p>\n

(d) As of immediately prior to the execution of this Agreement, neither
\nShisler, nor any Affiliate or Associate of Shisler, is the beneficial owner of
\nany shares of Common Stock. Upon execution of this Agreement, Shisler may be
\ndeemed to have formed a “group” (within the meaning of Section 13(d)(3) of the
\nExchange Act) with the Shareholder Group with respect to the Common Stock.<\/p>\n<\/p>\n

(e) In addition, Shisler consents and agrees to serve as a director of the
\nCompany as of the date hereof in accordance with the terms of this Agreement.\n<\/p>\n<\/p>\n

4.<\/em> Appointment of Directors; Related Matters<\/em>. (a) Provided
\nthat the Shareholder Group’s Ownership Interest and Shisler’s Ownership Interest
\nis, in the aggregate as of the Appointment Date, at least equal to 5% of the
\noutstanding Common Stock (based on the latest annual or quarterly report of the
\nCompany filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act)
\n(“Ownership Test<\/strong>“) and a Shareholder Group Breach has not
\noccurred and is continuing, as soon as reasonably practicable,<\/p>\n<\/p>\n

3<\/p>\n

\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

but in any event, no later than at the meeting of the Board scheduled for
\nFebruary 10, 2012 (the “Appointment Date<\/strong>“), the Board shall:\n<\/p>\n<\/p>\n

(i) appoint Becker to the Board as a Class II director (with a term expiring
\nat the Annual Meeting to be held in 2012) and adopt a resolution appointing him
\nto the Compensation Committee of the Board, in each case effective as of the
\nAppointment Date; and<\/p>\n<\/p>\n

(ii) appoint Shisler to the Board as a Class II director (with a term
\nexpiring at the Annual Meeting to be held in 2012) and adopt a resolution
\nappointing him to the Corporate Governance and Nominating Committee of the
\nBoard, in each case effective as of the Appointment Date; and<\/p>\n<\/p>\n

(iii) adopt a resolution in accordance with the Company’s Articles of
\nIncorporation and Bylaws increasing the size of the Board to a total of eight
\n(8) directors in order to accommodate Becker’s and Shisler’s appointment as
\ndirectors of the Company pursuant to Section 4(a)(i) and (ii) hereof, effective
\nas of the Appointment Date.<\/p>\n<\/p>\n

(b) Provided that the Ownership Test has been met, a Shareholder Group Breach
\nhas not occurred and is continuing and Becker and Shisler consent to serve, the
\nBoard and the Corporate Governance and Nominating Committee shall nominate
\nBecker and Shisler for re-election as directors in Class II (with terms expiring
\nat the Annual Meeting to be held in 2014) when their respective terms expire at
\nthe Annual Meeting to be held in 2012. In addition, the Company shall recommend
\nthat the Company’s shareholders vote, and shall solicit proxies, in favor of the
\nelection of Becker and Shisler at such Annual Meeting and otherwise support
\nBecker and Shisler for election in a manner no less rigorous and favorable than
\nthe manner in which the Company supports its other nominees. In addition, if
\nelected at such Annual Meeting, Becker and Shisler shall continue to serve on
\nthe Compensation Committee and the Corporate Governance and Nominating
\nCommittee, respectively, so long as Becker and Shisler continue to meet all the
\ncharter, legal and listing requirements for service on such committees.<\/p>\n<\/p>\n

(c) Provided that a Shareholder Group Breach has not occurred and is
\ncontinuing, the Company agrees that, during the Standstill Period, the Company
\nwill not change the Class year of Becker or Shisler as a director unless (i) the
\nShareholder Group has consented to such change or (ii) such change would extend
\nthe term of Becker’s or Shisler’s, as applicable, term as a director. Provided
\nthat the Ownership Test has been met and a Shareholder Group Breach has not
\noccurred and is continuing, the Company agrees that, during the Standstill
\nPeriod, the Company will not remove Becker from the Compensation Committee or
\nShisler from the Corporate Governance and Nominating Committee without the prior
\nconsent of the Shareholder Group, as the case may be, so long as Becker and
\nShisler continue to serve on the Board and meet all the charter, legal and
\nlisting requirements for service on such committees.<\/p>\n<\/p>\n

(d) If the Corporate Governance and Nominating Committee and the Board have
\nresolved to recommend Becker and\/or Shisler for election to the Board at an
\nAnnual Meeting, as long as a Shareholder Group Breach has not occurred and is
\ncontinuing and Becker and\/or Shisler, as applicable, consent to serve, the
\nCompany shall recommend that the Company’s shareholders vote, and shall solicit
\nproxies, in favor of the election of Becker and\/or Shisler, as applicable, at
\nsuch Annual Meeting and otherwise support Becker and\/or Shisler, as applicable,
\nfor election in a manner no less rigorous and favorable than the manner in which
\nthe Company supports its other nominees.<\/p>\n<\/p>\n

5.<\/em> Replacement Directors<\/em>. So long as a Shareholder Group
\nBreach has not occurred and is continuing and the Ownership Test has been met,
\nif at any time during the Standstill Period, Becker or Shisler is unable or
\nunwilling to serve as a director of the Company, other than as a result of
\nBecker’s or Shisler’s resignation pursuant to Section 6 or 19 hereof, the
\nShareholder Group and the Board (excluding Becker and Shisler) shall appoint a
\nmutually agreeable replacement for Becker or Shisler, as applicable<\/p>\n<\/p>\n

4<\/p>\n

\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

(in which case all references in this Agreement to “Shisler” shall also refer
\nto any such replacement, provided<\/em> that references in this Agreement to
\n“Shareholder Group” will not include such person unless they are otherwise
\nalready a member), within 90 days of Becker or Shisler validly tendering his
\nresignation from the Board. The mechanism for selection of the replacement shall
\nbe as follows: the Shareholder Group shall propose at least three candidates for
\nconsideration by the Board (excluding Becker and Shisler) and the Board
\n(excluding Becker and Shisler) shall have the option of either (a) selecting one
\nof such candidates for appointment as the replacement or (b) rejecting all three
\nand requesting the Shareholder Group to propose another three candidates for
\nconsideration by the Board (excluding Becker and Shisler), which process shall
\ncontinue until a replacement is selected by the Board (excluding Becker and
\nShisler). Prior to any such appointment, a replacement candidate shall complete
\nthe process set forth in the Company’s Corporate Governance Policy and shall
\nexecute and deliver to the Company a counterpart to this Agreement agreeing to
\nbe bound by the terms hereof, including without limitation Sections 6, 9, 10 and
\n19.<\/p>\n<\/p>\n

6.<\/em> Minimum Ownership<\/em>. (a) Becker and Shisler each hereby
\nirrevocably tenders his resignation as director effective as of the date that
\n(i) the Ownership Interest of the Shareholder Group and Shisler, in the
\naggregate, falls below 5% of the outstanding Common Stock (based on the latest
\nannual or quarterly report of the Company filed with the SEC pursuant to Section
\n13 or 15(d) of the Exchange Act) or (ii) the Shareholder Group and\/or Shisler
\nbreaches its obligation under Section 6(b) and such breach has not been cured
\nwithin five (5) days following written notice of such breach. The Board may
\naccept either or both such resignations, in its sole discretion, by a majority
\nvote (excluding Becker and Shisler). For the avoidance of doubt, in the event
\nBecker or Shisler resign from the Board and a replacement director(s) is
\nappointed pursuant to Section 5 hereof, this Section 6(a) shall apply to such
\nreplacement director(s), and the Shareholder Group, Shisler and their respective
\nAffiliates and Associates shall cause such replacement director(s) to fulfill
\nsuch obligation.<\/p>\n<\/p>\n

(b) For purposes of this Agreement, the Ownership Interest of the Shareholder
\nGroup and Shisler shall be determined based on the latest public filing made by
\nthe Shareholder Group and\/or Shisler with the SEC with respect to its Ownership
\nInterest; provided <\/em>that if at any time the Shareholder Group or Shisler
\nis no longer required to publicly disclose its Ownership Interest through public
\nfilings made with the SEC, the Shareholder Group or Shisler, as applicable,
\nshall (i) promptly (and in any event within five (5) days) inform the Company of
\nany change in its Ownership Interest, (ii) disclose its Ownership Interest to
\nthe Company on a quarterly basis, and (iii) at the Company’s request, produce
\ndocumentary evidence reasonably necessary to verify that its Ownership Interest
\nreported to the Company is accurate.<\/p>\n<\/p>\n

7.<\/em> Voting<\/em>. At all shareholder meetings where the matters
\ndescribed in this Section 7 will be voted on during the Standstill Period, each
\nmember of the Shareholder Group and Shisler shall cause all shares of Common
\nStock owned of record or beneficially owned by it or its respective Affiliates
\nor Associates to be present for quorum purposes and to be voted in favor of all
\ndirectors nominated by the Board for election, against any Sale Transaction
\n(defined below) that is not approved by a majority of the Board,
\nprovided<\/em> that neither members of the Shareholder Group nor Shisler
\nshall be required to vote in favor of a Sale Transaction that was approved by
\nthe Board.<\/p>\n<\/p>\n

8.<\/em> Standstill<\/em>. Each member of the Shareholder Group and
\nShisler agrees that, other than as may be required by applicable law, order or
\nregulation, during the Standstill Period, he or it will not, and he or it will
\ncause each of such person’s respective Affiliates, Associates and agents and any
\nother persons acting on his or its behalf not to:<\/p>\n<\/p>\n

(a) acquire, offer to acquire or agree to acquire, alone or in concert with
\nany other person, individual or entity, by purchase, tender offer, exchange
\noffer, agreement or business combination or any other manner, beneficial
\nownership of shares of the Common Stock or any other securities of the<\/p>\n<\/p>\n

5<\/p>\n

\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Company or any securities of any Affiliate of the Company (other than (i) the
\nacquisition of equity-based compensation pursuant to Section 12 hereof and the
\nexercise of any options or conversion of any convertible securities comprising
\nsuch equity-based compensation and (ii) the direct acquisition by Shisler of up
\nto an aggregate of 10,000 shares of Common Stock in addition to the acquisition
\nor exercise of any equity-based compensation he may receive pursuant to Section
\n12);<\/p>\n<\/p>\n

(b) submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by
\nthe SEC under the Exchange Act or otherwise) or any notice of nomination or
\nother business for consideration, or nominate any candidate for election to the
\nBoard or oppose the directors nominated by the Board, other than as expressly
\npermitted by this Agreement;<\/p>\n<\/p>\n

(c) form, join in or in any other way participate in a “partnership, limited
\npartnership, syndicate or other group” within the meaning of Section 13(d)(3) of
\nthe Exchange Act with respect to the Common Stock or deposit any shares of
\nCommon Stock in a voting trust or similar arrangement or subject any shares of
\nCommon Stock to any voting agreement or pooling arrangement, other than solely
\nwith other members of the Shareholder Group, Shisler or one or more of their
\nrespective Affiliates with respect to the Common Stock or to the extent such a
\ngroup may be deemed to result with the Company or any of its Affiliates as a
\nresult of this Agreement;<\/p>\n<\/p>\n

(d) engage in discussions with other shareholders of the Company, solicit
\nproxies or written consents of shareholders, or otherwise conduct any nonbinding
\nreferendum with respect to the Common Stock, or make, or in any way encourage,
\ninfluence or participate in, any “solicitation” of any “proxy” within the
\nmeaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or
\nadvise, encourage or influence any person with respect to voting or tendering,
\nany shares of Common Stock with respect to any matter, including without
\nlimitation, any Sale Transaction that is not approved by a majority of the
\nBoard, or become a “participant” in any contested “solicitation” for the
\nelection of directors with respect to the Company (as such terms are defined or
\nused under the Exchange Act and the rules promulgated by the SEC thereunder),
\nother than a “solicitation” or acting as a “participant” in support of all of
\nthe nominees of the Board at any shareholder meeting;<\/p>\n<\/p>\n

(e) call, seek to call, or to request the calling of, a special meeting of
\nthe shareholders of the Company, or seek to make, or make, a shareholder
\nproposal at any meeting of the shareholders of the Company or make a request for
\na list of the Company’s shareholders (or otherwise induce, encourage or assist
\nany other person to initiate or pursue such a proposal or request) or otherwise
\nacting alone, or in concert with others, seek to control or influence the
\ngovernance or policies of the Company;<\/p>\n<\/p>\n

(f) effect or seek to effect (including, without limitation, by entering into
\nany discussions, negotiations, agreements or understandings with any third
\nperson), offer or propose (whether publicly or otherwise) to effect, or cause or
\nparticipate in, or in any way assist, solicit, encourage or facilitate any other
\nperson to effect or seek, offer or propose (whether publicly or otherwise) to
\neffect or cause or participate in (including by tendering or selling into) (i)
\nany acquisition of any material assets or businesses of the Company or any of
\nits subsidiaries, (ii) any transfer or acquisition of shares of the Common Stock
\nor other securities of the Company or any securities of any Affiliate of the
\nCompany if, after completion of such transfer or acquisition or proposed
\ntransfer or acquisition, a person or group would beneficially own, or have the
\nright to acquire beneficial ownership of, more than 4.9% of the outstanding
\nshares of Common Stock (based on the latest annual or quarterly report of the
\nCompany filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act);
\nprovi<\/u>ded<\/em> that open market sales of securities through a broker
\nby the Shareholder Group or Shisler which are not actually known by the
\nShareholder Group or Shisler, respectively, to result in any transferee
\nacquiring beneficial ownership of more than 4.9% of the outstanding shares of
\nCommon Stock shall not be included in this clause (ii) or constitute a breach of
\nthis Section 8, (iii) any tender offer or exchange offer, merger, change of
\ncontrol,<\/p>\n<\/p>\n

6<\/p>\n

\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

acquisition or other business combination involving the Company or any of its
\nsubsidiaries, or (iv) any recapitalization, restructuring, liquidation,
\ndissolution or other extraordinary transaction with respect to the Company or
\nany of its subsidiaries (any of the transactions or events described in (i)
\nthrough (iv) above are referred to as a “Sale Transaction<\/strong>“),
\nunless such Sale Transaction is approved by a majority of the Board;
\nprovided<\/em> that this paragraph shall not require members of the
\nShareholder Group or Shisler to vote in favor of a Sale Transaction that was
\napproved by the Board;<\/p>\n<\/p>\n

(g) publicly disclose, or cause or facilitate the public disclosure
\n(including without limitation the filing of any document or report with the SEC
\nor any other governmental agency or any disclosure to any journalist, member of
\nthe media or securities analyst) of, any intent, purpose, plan or proposal to
\nobtain any waiver, or consent under, or any amendment of, any of the provisions
\nof Section 7 hereof or this Section 8, or otherwise seek (in any manner that
\nwould require public disclosure by any of the members of the Shareholder Group,
\nShisler or their respective Affiliates or Associates) to obtain any waiver,
\nconsent under, or amendment of, any provision of this Agreement;<\/p>\n<\/p>\n

(h) publicly disparage any member of the Board or management of the Company,
\nprovided <\/em>that this provision shall not apply to compelled testimony,
\neither by legal process, subpoena or otherwise, or to communications that are
\nrequired by an applicable legal obligation and are subject to contractual
\nprovisions providing for confidential disclosure;<\/p>\n<\/p>\n

(i) engage in any short sale or any purchase, sale or grant of any option,
\nwarrant, convertible security, stock appreciation right, or other similar right
\n(including, without limitation, any put or call option or “swap” transaction)
\nwith respect to any security (other than a broad-based market basket or index)
\nthat includes, relates to or derives any significant part of its value from a
\ndecline in the market price or value of the Company’s securities;<\/p>\n<\/p>\n

(j) enter into any arrangements, understandings or agreements (whether
\nwritten or oral) with, or advise, finance, assist or encourage, any other person
\nthat engages, or offers or proposes to engage, in any of the foregoing; or<\/p>\n<\/p>\n

(k) take or cause or induce or assist others to take any action inconsistent
\nwith any of the foregoing.<\/p>\n<\/p>\n

Notwithstanding the foregoing, it is understood and agreed that this
\nAgreement shall not be deemed to prohibit Becker or Shisler from engaging in any
\nlawful act in his capacity as a director of the Company that is either expressly
\napproved by the Board or required in order to comply with his fiduciary duties
\nas a director.<\/p>\n<\/p>\n

9.<\/em> Company Policies. <\/em>(a) By the Appointment Date, each of
\nBecker and Shisler will have reviewed the Company’s Code of Business Conduct and
\nEthics, Corporate Governance Guidelines, Whistleblower Policy and all other
\nCompany policies concerning confidentiality, disclosure, insider trading, window
\nperiods and material non-public information, and the charters of the
\nCompensation Committee and the Corporate Governance and Nominating Committee
\n(collectively, the “Company Policies<\/strong>“), and each of Becker and
\nShisler agree to abide by the provisions of the Company Policies, as they may be
\namended from time to time, during his service as a director of the Company and
\nfor such period of time thereafter as may be set forth in the Company Policies.\n<\/p>\n<\/p>\n

(b) Until the date Company files its next annual or quarterly report pursuant
\nto Section 13 or 15(d) of the Exchange Act following the date on which no member
\nof the Shareholder Group (nor any replacement director(s) appointed pursuant to
\nSection 5 hereof who is an Affiliate, Associate or employee of any member of the
\nShareholder Group) continues to serve as a member of the Board, the Shareholder\n<\/p>\n<\/p>\n

7<\/p>\n

\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Group will and will cause its Affiliates and Associates and all related
\npersons to abide by all Company Policies concerning confidentiality, insider
\ntrading, window periods and material non-public information.<\/p>\n<\/p>\n

(c) Until the date Company files its next annual or quarterly report pursuant
\nto Section 13 or 15(d) of the Exchange Act following the date on which Shisler
\nno longer continues to serve as a member of the Board, Shisler will and will
\ncause his Affiliates and Associates and all related persons to abide by all
\nCompany Policies concerning confidentiality, insider trading, window periods and
\nmaterial non-public information.<\/p>\n<\/p>\n

(d) The members of the Shareholder Group and Shisler acknowledge that they
\nare aware that United States securities laws prohibit any person who has
\nmaterial non-public information about a company from purchasing or selling any
\nsecurities of such company, or from communicating such information to any other
\nperson under circumstances in which it is reasonably foreseeable that such
\nperson is likely to purchase or sell such securities.<\/p>\n<\/p>\n

10.<\/em> Confidentiality<\/em>. (a) Becker and Shisler, in their
\ncapacity as directors, and Drapkin will have access to and be provided with
\nConfidential Information (as defined below). Each of Becker, Drapkin and Shisler
\nacknowledges the confidential and proprietary nature of the Confidential
\nInformation and agrees that until the first anniversary of the date on which
\nsuch person’s tenure as director of the Company ends, he will (i) keep the
\nConfidential Information strictly confidential, (ii) use the Confidential
\nInformation solely for the purpose of serving as directors, (iii) use the same
\ndegree of care to protect the Confidential Information from unauthorized use or
\ndisclosure as he would use to protect his own confidential information of a
\nsimilar nature, but in no event with less than reasonable care, and (iv) not
\ndisclose the Confidential Information in any manner whatsoever to any person,
\nexcept (A) with the specific prior written consent of the Company, (B) to
\nBecker’s or Shisler’s respective legal counsel or accountants who need to know
\nsuch information to assist Becker or Shisler in their duties as directors
\n(provided<\/em> such parties agree to keep such Confidential Information
\nconfidential and Becker, Drapkin and\/or Shisler, as the case may be, shall be
\nresponsible for any breach of the provisions of Section 10 by any person to whom
\nhe discloses Confidential Information), or (C) to the extent provided in Section
\n10(c) below. For the avoidance of doubt, Becker, Drapkin and Shisler may discuss
\nConfidential Information with one another. The duties and obligations in this
\nSection 10 shall be in addition to, and shall in no way limit, any duty or
\nobligation of a director otherwise provided under applicable law.<\/p>\n<\/p>\n

(b) As used in this Agreement, the term “Confidential
\nInformation<\/strong>” means and includes all information disclosed, furnished or
\nmade available (whether before or after the date of this Agreement) by the
\nCompany or its directors, officers, employees, agents, consultants, advisors or
\nother representatives, including legal counsel, accountants and financial
\nadvisors (collectively, “Representatives<\/strong>“) to Becker, Drapkin
\nor Shisler, including but not limited to business plans, financial reports,
\nfinancial data, employee data, customer lists, forecasts, strategies, and all
\nother business information, together with any copies, notes, abstracts,
\nanalyses, compilations, studies, interpretations, documents or records and other
\ntangible embodiments that are based on, derived from, refer or relate to or
\ncontain any of such information, whether made by the Company, Becker, Drapkin or
\nShisler or any other person. Confidential Information may be that of or concern
\nthe Company or third parties. “Confidential Information” shall not include
\ninformation that is or was (i) in the public domain or was or becomes generally
\navailable to the public other than as a result of disclosure by (x) Becker,
\nDrapkin, Shisler or any person to whom either of them disclose Confidential
\nInformation or (y) any other person prohibited from transmitting the information
\nto the public by a contractual, legal, fiduciary or other binding obligation
\nwith or to the Company, (ii) independently acquired by Becker, Drapkin or
\nShisler without use of the Confidential Information or violation of any of their
\nobligations under this Agreement or any other contractual, legal, fiduciary or
\nother binding obligation of Becker, Drapkin, Shisler or any person to whom any
\nof them discloses Confidential Information, or (iii) was available, or becomes
\navailable, to Becker, Drapkin or Shisler on a<\/p>\n<\/p>\n

8<\/p>\n

\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

non-confidential basis other than as a result of its disclosure to Becker,
\nDrapkin or Shisler by the Company or any Representative of the Company, but only
\nif the source of such information is not prohibited from transmitting the
\ninformation to Becker, Drapkin or Shisler by a contractual, legal, fiduciary or
\nother binding obligation.<\/p>\n<\/p>\n

(c) In the event either Becker, Drapkin and Shisler is requested or required
\n(by deposition, interrogatory, request for information or documents in legal
\nproceedings, subpoena, civil investigative demand or other similar process)
\npursuant to court order, law, regulation, rule, governmental, judicial,
\nlegislative, administrative, regulatory or self-regulatory body or legal process
\n(collectively, “Law<\/strong>“) to disclose any of the Confidential
\nInformation, he shall, unless otherwise expressly prohibited by Law, provide the
\nCompany with prompt written notice of any such request or requirement so that
\nthe Company may seek a protective order or other appropriate remedy and\/or waive
\ncompliance with the provisions of this Agreement. If, in the absence of a
\nprotective order or other remedy or the receipt of a waiver by the Company,
\nBecker, Drapkin or Shisler is nonetheless, in the opinion of his legal counsel,
\nrequired by Law to disclose Confidential Information, Becker, Drapkin or Shisler
\nmay, without liability hereunder, disclose to such tribunal only that portion of
\nthe Confidential Information that such counsel advises is required by Law to be
\ndisclosed, provided<\/em> that Becker, Drapkin and Shisler exercise his
\nreasonable efforts to preserve the confidentiality of the Confidential
\nInformation, including without limitation by cooperating with the Company to
\nobtain an appropriate protective order or other reliable assurance, in each case
\nat the Company’s expense, that confidential treatment will be accorded the
\nConfidential Information. In no event will Becker or Drapkin or any other member
\nof the Shareholder Group or Shisler oppose (and they will cause their respective
\nAffiliates and Associates not to oppose) any action by the Company to obtain a
\nprotective order or other relief to prevent the disclosure of such information
\nor to obtain reliable assurance that confidential treatment will be afforded
\nsuch information.<\/p>\n<\/p>\n

11.<\/em> Questionnaires<\/em>. By the Appointment Date, each of Becker
\nand Shisler will have accurately completed the form of questionnaire provided by
\nthe Company for its use in connection with their appointment to the Board and
\npreparation of the Company’s proxy statement and other reports filed with the
\nSEC.<\/p>\n<\/p>\n

12.<\/em> Compensation<\/em>. Each of Becker and Shisler shall be
\ncompensated for his service as a director and shall be reimbursed for his
\nexpenses on the same basis as all other non-employee directors of the Company
\nand shall be eligible to be granted equity-based compensation on the same basis
\nas all other non-employee directors of the Company.<\/p>\n<\/p>\n

13.<\/em> Indemnification and Insurance<\/em>. Each of Becker and
\nShisler shall be entitled to the same rights of indemnification and directors
\nand officers’ liability insurance coverage as the other non-employee directors
\nof the Company as such rights may exist from time to time.<\/p>\n<\/p>\n

14.<\/em> Non-Disparagement<\/em>. Provided that a Shareholder Group
\nBreach has not occurred and is continuing, during the Standstill Period the
\nCompany shall not publicly disparage any member of the Shareholder Group or any
\nmember of the management of the Shareholder Group or Shisler, provided
\n<\/em>that this provision shall not apply to compelled testimony, either by legal
\nprocess, subpoena or otherwise, or to communications that are required by an
\napplicable legal obligation or are subject to contractual provisions providing
\nfor confidential disclosure.<\/p>\n<\/p>\n

15.<\/em> SEC Filings<\/em>. The members of the Shareholder Group shall
\npromptly file an amendment to the Schedule 13D reporting the entry into this
\nagreement, amending applicable items to conform to their obligations hereunder
\nand appending or incorporating by reference this Agreement as an exhibit
\nthereto. Such amendment shall also reflect the withdrawal of the letter dated
\nJanuary 6, 2012 to the Secretary of the Company requesting certain information
\n(the “Demand Letter<\/strong>“) as described in Section<\/p>\n<\/p>\n

9<\/p>\n

\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

16 hereof. Such members of the Shareholder Group shall provide the Company
\nwith a reasonable opportunity to review and comment on such amendment in advance
\nof filing, and shall accept any such reasonable and timely comments of the
\nCompany.<\/p>\n<\/p>\n

16.<\/em> Withdrawal of Demand Letter; Form 8-K<\/em>. The Company
\nshall provide to Becker and Shisler a reasonable opportunity to review and
\ncomment on its Form 8-K with respect to the execution and delivery of this
\nAgreement by the parties hereto in advance of its filing, and shall consider in
\ngood faith the reasonable and timely comments of Becker and Shisler. The
\nShareholder Group hereby withdraws the Demand Letter, effective upon the
\nAppointment Date. No member of the Shareholder Group nor Shisler shall make (and
\nthey will cause their respective Affiliates and Associates not to make) any
\npublic statements with respect to the matters covered by this Agreement
\n(including in any filing with the SEC, any other regulatory or governmental
\nagency, or any stock exchange, or in any materials that would reasonably be
\nexpected to be filed with the SEC, including pursuant to Exchange Act Rules
\n14a-6 or 14a-12) that are inconsistent with, or otherwise contrary to, this
\nAgreement or the statements in any above described press release or Form 8-K
\nfiling.<\/p>\n<\/p>\n

17.<\/em> Expenses<\/em>. All costs and expenses incurred in connection
\nwith this Agreement and all matters related hereto will be paid by the party
\nincurring such cost or expense.<\/p>\n<\/p>\n

18.<\/em> Specific Performance<\/em>. Each party hereto acknowledges
\nand agrees, on behalf of itself and its Affiliates, that irreparable harm would
\noccur in the event any of the provisions of this Agreement were not performed in
\naccordance with their specific terms or were otherwise breached. It is
\naccordingly agreed that the parties will be entitled to specific relief
\nhereunder, including, without limitation, an injunction or injunctions to
\nprevent and enjoin breaches of the provisions of this Agreement and to enforce
\nspecifically the terms and provisions hereof in any state or federal court
\nlocated in the County of Santa Clara, State of California, in addition to any
\nother remedy to which they may be entitled at law or in equity. Any requirements
\nfor the securing or posting of any bond with such remedy are hereby waived.<\/p>\n<\/p>\n

19.<\/em> Resignation of Directors<\/em>. Becker and Shisler each
\nhereby irrevocably tenders his resignation as director effective as of the date,
\nif any, that any member of the Shareholder Group or Shisler breaches in any
\nmaterial respect any of their representations, warranties, commitments or
\nobligations set forth in Sections 3A, 3B, 7, 8, 9, 10, 11 and 16 hereof (which,
\nfor the avoidance of doubt, shall include the failure of any member of the
\nShareholder Group or Shisler to cause its respective Affiliates and Associates
\nto comply with and perform such representations, warranties, commitments or
\nobligations as if they were a party hereto and bound thereby), and such breach
\nhas not been cured within five (5) business days, with respect to breaches of
\nSections 7, 8, 9 and 10, or thirty (30) days, with respect to breaches of other
\nsections, following written notice of such breach so long as such breach is
\ncurable (any of the above or a breach of Section 6(b), a “Shareholder
\nGroup Breach<\/strong>“). The Board may accept either or both such resignations,
\nin its sole discretion, by a majority vote (excluding Becker and Shisler). For
\nthe avoidance of doubt, in the event Becker or Shisler resign from the Board,
\nand a replacement director(s) is appointed pursuant to Section 5 hereof, this
\nSection 19 shall apply to such replacement director(s), and the Shareholder
\nGroup, Shisler and their respective Affiliates and Associates shall cause such
\nreplacement director(s) to fulfill such obligation. A Shareholder Group Breach
\nshall be considered to be “continuing” if it is not curable or, if curable, is
\nnot cured within the applicable time frame set forth in this Section 19.<\/p>\n<\/p>\n

20.<\/em> Jurisdiction<\/em>. Each party hereto agrees, on behalf of
\nitself and its Affiliates, that any actions, suits or proceedings arising out of
\nor relating to this Agreement or the transactions contemplated hereby will be
\nbrought solely and exclusively in any state or federal court located in the
\nCounty of Santa Clara, State of California (and the parties agree on behalf of
\nthemselves and their respective Affiliates not to commence any action, suit or
\nproceeding relating thereto except in such courts), and further agrees that<\/p>\n<\/p>\n

10<\/p>\n

\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

service of any process, summons, notice or document by U.S. registered mail
\nto the respective addresses set forth in Section 24 hereof will be effective
\nservice of process for any such action, suit or proceeding brought against any
\nparty in any such court. Each party, on behalf of itself and its Affiliates,
\nagrees and consents to the personal jurisdiction of the state and federal courts
\nlocated in the County of Santa Clara, State of California, and irrevocably and
\nunconditionally waives any objection to the laying of venue of any action, suit
\nor proceeding arising out of this Agreement or the transactions contemplated
\nhereby, in the state or federal courts located in the County of Santa Clara,
\nState of California, and hereby further irrevocably and unconditionally waives
\nand agrees not to plead or claim in any such court that any such action, suit or
\nproceeding brought in any such court has been brought in an improper or
\ninconvenient forum.<\/p>\n<\/p>\n

21.<\/em> Applicable Law<\/em>. This Agreement shall be governed in all
\nrespects, including validity, interpretation and effect, by the laws of the
\nState of Oregon applicable to contracts executed and to be performed wholly
\nwithin such state, without giving effect to the choice of law principles of such
\nstate.<\/p>\n<\/p>\n

22.<\/em> Counterparts; Facsimile or Electronic Signatures<\/em>. This
\nAgreement may be executed in two or more counterparts which together shall
\nconstitute a single agreement. Facsimile or electronic (i.e., PDF) signatures
\nshall be as effective as original signatures.<\/p>\n<\/p>\n

23.<\/em> Entire Agreement; Amendment and Waiver; Successors and
\nAssigns<\/em>. This Agreement contains the entire understanding of the parties
\nhereto with respect to, and supersedes all prior agreements relating to, its
\nsubject matter. There are no restrictions, agreements, promises,
\nrepresentations, warranties, covenants or undertakings between the parties other
\nthan those expressly set forth herein. This Agreement may be amended only by a
\nwritten instrument duly executed by the parties hereto or their respective
\nsuccessors or assigns. No failure on the part of any party to exercise, and no
\ndelay in exercising, any right, power or remedy hereunder shall operate as a
\nwaiver thereof, nor shall any single or partial exercise of such right, power or
\nremedy by such party preclude any other or further exercise thereof or the
\nexercise of any other right, power or remedy. All remedies hereunder are
\ncumulative and are not exclusive of any other remedies provided by law. The
\nterms and conditions of this Agreement shall be binding upon, inure to the
\nbenefit of, and be enforceable by the parties hereto and their respective
\nsuccessors, heirs, executors, legal representatives, and assigns.<\/p>\n<\/p>\n

24.<\/em> Notices<\/em>. All notices, consents, requests, instructions,
\napprovals and other communications provided for herein and all legal process in
\nregard hereto shall be in writing and shall be deemed validly given, made or
\nserved, (a) if given by telecopy, when such telecopy is transmitted to the
\ntelecopy number set forth below, or to such other telecopy number as is provided
\nby a party to this Agreement to the other parties pursuant to notice given in
\naccordance with the provisions of this Section 24, and the appropriate
\nconfirmation is received, or (b) if given by any other means, when actually
\nreceived during normal business hours at the address specified in this Section
\n24, or at such other address as is provided by a party to this Agreement to the
\nother parties pursuant to notice given in accordance with the provisions of this
\nSection 24:<\/p>\n<\/p>\n

if to the Company:<\/p>\n<\/p>\n

Pixelworks, Inc.<\/p>\n<\/p>\n

224 Airport Parkway, Suite 400<\/p>\n<\/p>\n

San Jose, California 95110<\/p>\n<\/p>\n

Facsimile: (408) 200-9299<\/p>\n<\/p>\n

Attention: Corporate Secretary<\/p>\n<\/p>\n

11<\/p>\n

\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

with a copy to:<\/p>\n<\/p>\n

Gibson, Dunn & Crutcher LLP<\/p>\n<\/p>\n

555 Mission Street, Suite 3000<\/p>\n<\/p>\n

San Francisco, California 94105<\/p>\n<\/p>\n

Facsimile: (415) 374-8459<\/p>\n<\/p>\n

Attention: Michael L. Reed<\/p>\n<\/p>\n

if to the Shareholder Group or any member thereof:<\/p>\n<\/p>\n

Becker Drapkin Management, L.P.<\/p>\n<\/p>\n

300 Crescent Court<\/p>\n<\/p>\n

Suite 1111<\/p>\n<\/p>\n

Dallas, Texas 75201<\/p>\n<\/p>\n

Facsimile: (214) 756 6037<\/p>\n<\/p>\n

Attention: Steven R. Becker<\/p>\n<\/p>\n

Attention: Matthew A. Drapkin<\/p>\n<\/p>\n

with a copy to:<\/p>\n<\/p>\n

Boies, Schiller & Flexner LLP<\/p>\n<\/p>\n

575 Lexington Avenue, 7th Floor<\/p>\n<\/p>\n

New York, New York 10022<\/p>\n<\/p>\n

Facsimile: (212) 446-2350<\/p>\n<\/p>\n

Attention: Richard J. Birns, Esq.<\/p>\n<\/p>\n

if to Shisler:<\/p>\n<\/p>\n

2100 McKinney Ave<\/p>\n<\/p>\n

Suite 1770<\/p>\n<\/p>\n

Dallas, TX 75201<\/p>\n<\/p>\n

Attention: Bradley Shisler<\/p>\n<\/p>\n

25.<\/em> No Third-Party Beneficiaries<\/em>. Nothing in this Agreement
\nis intended to confer on any person other than the parties hereto or their
\nrespective successors and assigns, and their respective Affiliates to the extent
\nprovided herein, any rights, remedies, obligations or liabilities under or by
\nreason of this Agreement.<\/p>\n<\/p>\n

[Signature page follows]<\/em><\/p>\n

\n<\/p>\n

12<\/p>\n

\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
\nthe duly authorized signatories of the parties as of the date first written
\nabove.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

COMPANY:<\/p>\n<\/td>\n<\/tr>\n

\n

PIXELWORKS, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

By: \/s\/ Steven L. Moore<\/p>\n<\/td>\n<\/tr>\n

\n

Steven L. Moore<\/p>\n<\/td>\n<\/tr>\n

\n

VP and CFO<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n

[Signature Page to Standstill Agreement<\/em>]<\/p>\n

\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ Steven R. Becker<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Matthew A. Drapkin<\/p>\n<\/td>\n<\/tr>\n

\n

Steven R. Becker<\/p>\n<\/td>\n

<\/td>\n\n

Matthew A. Drapkin<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BC ADVISORS, LLC<\/p>\n<\/td>\n

<\/td>\n\n

BECKER DRAPKIN MANAGEMENT, L.P.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

By: BC Advisors, LLC, its general partner<\/p>\n<\/td>\n<\/tr>\n

\n

By: \/s\/ Steven R. Becker<\/p>\n<\/td>\n

<\/td>\n\n

By: \/s\/ Steven R. Becker<\/p>\n<\/td>\n<\/tr>\n

\n

Name: Steven Becker<\/p>\n<\/td>\n

<\/td>\n\n

Name: Steven Becker<\/p>\n<\/td>\n<\/tr>\n

\n

Title: Managing Partner<\/p>\n<\/td>\n

<\/td>\n\n

Title: Managing Partner<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BECKER DRAPKIN PARNTERS (QP), L.P.<\/p>\n<\/td>\n

<\/td>\n\n

BECKER DRAPKIN PARTNERS, L.P.<\/p>\n<\/td>\n<\/tr>\n

\n

By: Becker Drapkin Management, L.P., its general partner<\/p>\n<\/td>\n

<\/td>\n\n

By: Becker Drapkin Management, L.P., its general partner<\/p>\n<\/td>\n<\/tr>\n

\n

By: BC Advisors, LLC, its general partner<\/p>\n<\/td>\n

<\/td>\n\n

By: BC Advisors, LLC, its general partner<\/p>\n<\/td>\n<\/tr>\n

\n

By: \/s\/ Steven R. Becker<\/p>\n<\/td>\n

<\/td>\n\n

By: \/s\/ Steven R. Becker<\/p>\n<\/td>\n<\/tr>\n

\n

Name Steven Becker<\/p>\n<\/td>\n

<\/td>\n\n

Name: Steven Becker<\/p>\n<\/td>\n<\/tr>\n

\n

Title: Managing Partner<\/p>\n<\/td>\n

<\/td>\n\n

Title: Managing Partner<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BD PARTNERS IV, L.P.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By: Becker Drapkin Management, L.P., its general partner<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By: BC Advisors, LLC, its general partner<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By: \/s\/ Steven R. Becker<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Name Steven Becker<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Title: Managing Partner<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

[Signature Page to Standstill Agreement<\/em>]<\/p>\n

\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

\/s\/ Bradley Shisler<\/p>\n<\/td>\n<\/tr>\n

\n

BRADLEY SHISLER<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n<\/p>\n

\n

[Signature Page to Standstill Agreement<\/em>]<\/p>\n

\n<\/p>\n<\/p>\n

<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8533],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9613,9621],"class_list":["post-42839","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-pixelworks-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-operations","corporate_contracts_types-operations__standstill"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42839","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42839"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42839"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42839"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42839"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}