Common use of Standoff Agreement Clause in Contracts

Standoff Agreement. Each Purchaser, and his or her assignees, agrees in connection with the Initial Public Offering not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Company’s securities (other than those included in the registration or to affiliates) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed one hundred eighty (180) days from the effective date of such registration as may be requested by the underwriters; provided, however, that all officers, directors and holders of greater than five percent (5%) of the then outstanding capital stock of the Company (calculated on a fully diluted basis) also enter into similar agreements; provided, further, that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof applies, then the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. Each Purchaser, and his or her assignees, further agrees to enter into a separate agreement providing for the foregoing, as may be required by the underwriters. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period. Notwithstanding the foregoing, such market standoff restrictions shall not apply to the Company’s public securities acquired during or after such Initial Public Offering. In the event that any person or entity that is bound by restrictions similar to those set forth herein shall be released from such restrictions prior to the end of the period of such restrictions, then each Purchaser shall similarly be released from the obligations hereunder on a pro rata basis (based on the number of shares held by each such person or entity) to the same extent as such person or entity.

Standoff Agreement. Each PurchaserUpon the effectiveness of any registration statement for the underwritten public offering of equity securities of the Company or Pubco, if requested by the Company or Pubco and his or her assigneesthe managing underwriter, each Holder agrees in connection with the Initial Public Offering not to offer to sell or sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company’s securities Company or Pubco held by the Holder at any time during such period (other than those included in the registration unregistered shares which are sold under Rule 144, if any), directly or to affiliates) indirectly, without the prior written consent of the Company Company, Pubco or such underwriters, as the case may be, underwriters for such period of time not following the effective date of the registration statement(not to exceed one one-hundred eighty (180) days from the effective date of such registration days) as may be requested by the underwriters; providedCompany, howeverPubco and the managing underwriter, provided that the foregoing obligations shall apply only if all officers, directors and holders executive officers of the Company and all other stockholders holding securities that, on an as converted or fully exercised basis, equate to greater than five percent (5%) of the then issued and outstanding capital shares of Common Stock (or common stock of Pubco, as the Company case may be) and all other persons with registration rights (calculated on a fully diluted basis) also whether or not pursuant to this Agreement), enter into similar agreements; provided, further, that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or . This Section 8 shall not apply to a material event registration relating solely to the Company occursemployee benefit plans, or prior to a registration relating solely to a transaction pursuant to Rule 145 under the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof applies, then the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventSecurities Act. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. Each Purchaser, and his or her assignees, further agrees order to enter into a separate agreement providing for enforce the foregoing, as may be required by the underwriters. The Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the share or securities of every other person subject to the foregoing restrictions restrictions) until the end of such period. Notwithstanding From and after the foregoingdate of this Agreement, such market standoff restrictions the Company shall not apply not, without the prior written consent of at least a majority of the outstanding Registrable Securities (the “Required Vote”), grant to future investors any registration rights on parity with or more favorable than the registration rights granted to the Company’s public securities acquired during or after such Initial Public Offering. In the event that any person or entity that is bound by restrictions similar to those set forth herein shall be released from such restrictions prior to the end of the period of such restrictions, then each Purchaser shall similarly be released from the obligations hereunder on a pro rata basis (based on the number of shares held by each such person or entity) to the same extent as such person or entityHolders hereunder.

Standoff Agreement. Each Purchaser, and his Holder hereby agrees that such Holder shall not sell or her assignees, agrees in connection with the Initial Public Offering not to sellotherwise transfer, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose enter into any hedging or similar transaction with the same economic effect as a sale, of any Common Stock (or other securities) of the Company’s securities Company held by such Holder (other than those included in the registration or to affiliatesregistration) without during the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed one hundred eighty (180) days from day period following the effective date of the Company’s Initial Public Offering filed under the Securities Act (or such registration other period as may be requested by the underwriters; providedCompany or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, howeverincluding, that but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that: all officers, officers and directors of the Company and holders of greater than five at least one percent (51%) of the then outstanding capital stock of the Company (calculated on a fully diluted basis) also enter Company’s voting securities are bound by and have entered into similar agreements; provided. The obligations described in this Section 2.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, further, that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event registration relating solely to the Company occurs, a transaction on Form S-4 or prior to the expiration of the restricted period the Company announces similar forms that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof applies, then the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. Each Purchaser, and his or her assignees, further agrees to enter into a separate agreement providing for the foregoing, as may be required by promulgated in the underwritersfuture. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.10(c) hereof with respect to securities the shares of Common Stock (or other securities) subject to the foregoing restrictions restriction until the end of such one hundred eighty (180) day (or other) period. Notwithstanding the foregoing, such Each Holder agrees to execute a market standoff restrictions agreement with said underwriters in customary form consistent with the provisions of this Section 2.13, and such agreement shall not apply to the Company’s public provide that if any securities acquired during or after such Initial Public Offering. In the event that any person or entity that is bound by restrictions similar to those set forth herein shall may be released from such restrictions prior described in this Section 2.13, then the securities held by all Holders who are a party to such agreement will be subject to the end of the period of such restrictions, then each Purchaser shall similarly be released from the obligations hereunder release on a pro pro-rata basis (based on the number of shares held by each such person or entity) to the same extent as such person or entitybasis.

Standoff Agreement. Each PurchaserThe Company hereby agrees that it will, and his or her assigneesif required by the managing underwriter, agrees in connection with not permit, during the Initial Public Offering not period commencing on the date of the final prospectus relating to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Company’s securities (other than those included in IPO and ending on the registration or to affiliates) without the prior written consent of date specified by the Company or such underwriters, as and the case may be, for managing underwriter (such period of time not to exceed one hundred eighty (180) days from days), the effective date directors, officers and the stockholders of the Company to (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Equity Securities (whether such registration as may shares or any such securities are then owned by such person or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Equity Securities, whether any such transaction described in clause (i) or (ii) above is to be requested settled by the underwriters; delivery of Equity Securities or such other securities, in cash or otherwise. Each Holder hereby agrees to be subject to this standoff agreement, provided, however, that this Section 10 shall not apply to any transfer or similar act set forth in (i) or (ii) by a Holder to an Affiliate of such Holder. The foregoing provisions of this Section 10 shall apply only to the Company’s IPO and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and holders of greater than five one percent (51%) of the then outstanding capital stock shareholders of the Company (calculated on a fully diluted basis) also enter into similar substantially identical agreements; provided, further, that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if . The underwriters in connection with the Company’s securities IPO are listed intended third party beneficiaries of this Section 10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the Nasdaq Stock Market and Rule 2711 number of thereof applies, then the restrictions imposed by this Section 4 shall continue Equity Securities subject to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventsuch agreements. In no event will order to enforce the restricted period extend beyond two hundred fifteen (215) days after foregoing covenant, the effective date of the registration statement. Each Purchaser, and his or her assignees, further agrees to enter into a separate agreement providing for the foregoing, as may be required by the underwriters. The Company may impose stop-transfer instructions with respect to the Registrable Securities and each director and officer (and the shares or securities of every other person subject to the foregoing restrictions restriction) until the end of such period. Notwithstanding the foregoing, such market standoff restrictions shall not apply to the Company’s public securities acquired during or after such Initial Public Offering. In the event that any person or entity that is bound by restrictions similar to those set forth herein shall be released from such restrictions prior to the end of the period of such restrictions, then each Purchaser shall similarly be released from the obligations hereunder on a pro rata basis (based on the number of shares held by each such person or entity) to the same extent as such person or entity.

Standoff Agreement. Each Purchaser, and his or her assignees, agrees In connection with any public offering of the Company's Common Stock in connection with an effective registration statement under the Initial Public Offering Securities Act, with respect to any shares of Common Stock owned by it which are not being registered in the offering, the Purchaser agrees, upon the request of the Company or the underwriters managing any under written offering of the Company's securities, not to (1) offer, pledge, sell, contract to sell, make sell any short sale ofoption or contract to purchase, loanpurchase any option or contract to sell, grant any option for the purchase ofoption, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock of the Company (whether such shares or any such securities are now owned by the Purchaser or are hereafter acquired) in any public offering; provided that in any such transaction not involving a public offering, Parent will effect such transaction at such times and in such manner consistent with the price, market conditions and with preserving an orderly trading market for the Company's securities and such that no public short position in the Company's securities will be created thereby, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock of the Company’s securities , whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (other than those included in the registration or to affiliatesregistration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time time, not to exceed one hundred eighty ninety (18090) days from the effective date of (or such registration lesser period as may be requested by the underwriters; provided, however, that all officers, officers or directors and holders of greater than five percent (5%) of the then outstanding Company are so restricted with respect to the transfer of shares of capital stock of the Company (calculated on a fully diluted basisheld by them) also enter into similar agreements; provided, further, that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof applies, then the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statementstatement relating thereto. Each PurchaserThe Purchaser further agrees that during any Suspension Period (as defined in Section 2.4(e)), the Purchaser will not sell any Registrable Securities pursuant to the Registration Statement until (i) such Purchaser is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) the Purchaser has received copies of any additional, supplemental or amended prospectus, if applicable, and his (iii) the Purchaser has received copies of any additional or her assignees, further agrees supplemental filings which are incorporated or deemed to enter into a separate agreement providing for the foregoing, as may be required incorporated by the underwritersreference in such prospectus. The Purchaser agrees that the Company may impose instruct its transfer agent to place stop-transfer instructions with respect notations in its records to securities subject to enforce the foregoing restrictions until the end provisions of such period. Notwithstanding the foregoing, such market standoff restrictions shall not apply to the Company’s public securities acquired during or after such Initial Public Offering. In the event that any person or entity that is bound by restrictions similar to those set forth herein shall be released from such restrictions prior to the end of the period of such restrictions, then each Purchaser shall similarly be released from the obligations hereunder on a pro rata basis (based on the number of shares held by each such person or entity) to the same extent as such person or entitythis Section 3.

Standoff Agreement. Each PurchaserHolder agrees and each Other Shareholder shall agree (as a condition to such Holder or Other Shareholder's right to include securities in any registration, and his qualification or her assigneescompliance pursuant to this Agreement), agrees in connection with upon request of the Initial Public Offering Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Company’s securities Registrable Securities (other than those included in the registration or to affiliatesregistration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days days) from the date of the IPO or for such period of time (not to exceed ninety (90) days) from the effective date of such any subsequent registration statement after the IPO (other than an Excluded Registration Statement) as may be requested by the underwriters; provided, however, that all officers, directors and holders of greater than five percent (5%) of the then outstanding capital stock of the Company (calculated on a fully diluted basis) also enter into similar agreements; provided, further, that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if so requested by the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof appliesCompany or such underwriters, then the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. Each Purchaser, and his or her assignees, further agrees to enter into a separate lockup agreement providing for the foregoing, as may be required by the underwriters. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until effect and in a form satisfactory to the end of Company and such period. Notwithstanding the foregoingunderwriters provided however, such market standoff restrictions that Holders shall not be so -------- ------- obligated not to dispose of their Registrable Securities, and shall not be required to enter into such a lock-up agreement with respect thereto, unless: (A) in the case of the IPO, (i) all executive officers and 1% shareholders of the Company agree to the same lock-up and (ii) such agreement shall provide that any discretionary waiver or termination of the restrictions of any such lock-up agreements by the Company or representatives of the underwriters shall apply to the Company’s public securities acquired during or after all persons subject to such Initial Public Offering. In the event that any person or entity that is bound by restrictions similar to those set forth herein shall be released from such restrictions prior to the end of the period of such restrictions, then each Purchaser shall similarly be released from the obligations hereunder on a agreements pro rata basis (based on the number of shares held by each subject to such person or entityagreements; and (B) in the case of a registration statement subsequent to the IPO, (i) all executive officers agree to the same extent lock-up and (ii) the Holders have the ability to sell not less than 25% of the Shares registered in any such subsequent offering; and provided further that any Holder -------- ------- who together with its affiliates shall hold less than 1% of the Registrable Securities (any such Holder, a "Small Holder") shall only be locked up as such person or entityaforesaid after one offering completed subsequent to the IPO.

Standoff Agreement. Each Purchaser, and his or her assignees, Shareholder that is receiving Omneon Shares in connection with the Share Contribution agrees in connection with the Initial Public Offering first public offering of Common Stock of Omneon to the general public which is effected pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act (the "IPO") that, upon request of the underwriters managing any underwritten offering of Omneon's securities, not to sell, make any short sale of, loan, pledge or otherwise hypothecate or encumber, grant any option for the purchase of, or otherwise dispose of any shares of the Company’s securities capital stock of Omneon (other than those included in the registration or to affiliatesregistration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days from the effective date of such registration registration) as may be requested by the such managing underwriters; , provided, however, that this Section 7.15 shall apply only as long as all officers, directors and holders 1% stockholders of greater than five percent (5%) of the then outstanding capital stock of the Company (calculated on a fully diluted basis) also Omneon enter into similar agreements; provided. For purposes of this Section 7.15, furtherthe term "Omneon" shall include any wholly-owned subsidiary of Omneon into which Omneon merges or consolidates. In order to enforce the foregoing covenant, that, if during Omneon shall have the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating right to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning place restrictive legends on the last day of certificates representing the restricted period, shares subject to this section and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof applies, then the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. Each Purchaser, and his or her assignees, further agrees to enter into a separate agreement providing for the foregoing, as may be required by the underwriters. The Company may impose stop-stop transfer instructions with respect to the shares of Omneon's capital stock held by each Shareholder (and the shares or securities of every other person subject to the foregoing restrictions restriction) until the end of such period. Notwithstanding Each Shareholder further agrees to enter into any agreement reasonably required by the foregoing, such market standoff restrictions shall not apply underwriters to implement the Company’s public securities acquired during or after such Initial Public Offering. In the event that foregoing within any person or entity that is bound by restrictions similar to those set forth herein shall be released from such restrictions prior to the end of the period of such restrictions, then each Purchaser shall similarly be released from the obligations hereunder on a pro rata basis (based on the number of shares held by each such person or entity) to the same extent as such person or entityreasonable timeframe so requested.

Standoff Agreement. (a) Each PurchaserHolder agrees, and his or her assignees, agrees in connection with any underwritten offering of Company Securities pursuant to a Registration Statement (whether or not such Holder elected to include Registrable Securities in such Registration Statement), if requested (pursuant to a written notice) by the Initial Public Offering managing underwriter or underwriters in such underwritten offering, not to selleffect any public sale or distribution of any Registrable Securities (except as part of such underwritten offering), including a sale pursuant to Rule 144, or to make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company (any such sale, grant, loan or disposition of Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company’s securities (, a “Covered Sale”), other than those included in to an affiliate or other Holder that has agreed to the registration or to affiliates) same restriction, without the prior written consent of the Company or such underwritersthe managing underwriter, as the case may be, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than seven (7) days prior to the expected “pricing” of such offering) and continuing for such period of time not to exceed more than one hundred eighty (180) days from (with respect to the effective IPO) or ninety (90) days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf registration), or such registration shorter time as may shall be requested required by the underwritersmanaging underwriter, pursuant to which such public offering shall be made; providedprovided that (i) each Holder will agree to such restricted period only if the Company and all executive officers and directors of the Company enter into similar agreements, however, that and the Company has used reasonable best efforts to cause all officers, directors and other holders of greater than (A) in connection with an IPO, at least one percent (1%) of the Company’s voting securities or (B) in connection with any other offering, at least five percent (5%) of the then outstanding capital stock of Company’s voting securities, as the Company (calculated on a fully diluted basis) also case may be, to enter into similar agreements; agreements and (ii) if the Company shall, in whole or in part, release any Holder from its obligations hereunder in connection with a given offering (other than any release to a Holder to sell Registrable Securities with aggregate value of less than $1,000,000), the Company shall similarly release all other Holders on a pro rata basis, provided, further, that any restrictions requested (pursuant to a written notice) by the managing underwriter or underwriters pursuant to this Section I.11(a) shall not (x) prohibit Covered Sales to the extent that the securities sold, granted, loaned or disposed of were purchased either (1) pursuant to an IPO or (2) in open market trading transactions occurring after an IPO or (y) apply, except in the case of ‘requests in connection with the IPO, to Covered Sales made by an “investment company” (as that term is defined in Section 3 of the Investment Company Act of 1940 (the “‘40 Act”)) that is registered under the ‘40 Act that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces together with any other Person that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof applies, then the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. Each Purchaser, and his or her assignees, further agrees to enter into a separate agreement providing for the foregoing, as may be required by affiliated with such investment company, has a Consolidated Voting Stock Ownership Percentage (as that term is defined in the underwriters. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end Stockholders’ Agreement) of such period. Notwithstanding the foregoing, such market standoff restrictions shall not apply to the Company’s public securities acquired during or after such Initial Public Offering. In the event that any person or entity that is bound by restrictions similar to those set forth herein shall be released from such restrictions prior to the end of the period of such restrictions, then each Purchaser shall similarly be released from the obligations hereunder on a pro rata basis (based on the number of shares held by each such person or entity) to the same extent as such person or entityless than 5%.

Standoff Agreement. Each Purchaser, and his or her assignees, agrees in In connection with the Initial Public Offering public offering of any of the Company's debt or equity securities, each Holder and its affiliates (so long as they beneficially own at least five percent (5%) of the capital stock of the Company) agrees, that upon request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Company’s securities (other than those included in the registration or to affiliates) Securities without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180120 days) days from the effective date of such registration statement as may be requested by the underwriters; provided, however, provided that all officers, the (i) executive officers and directors of the Company who own securities of the Company and (ii) holders of greater than five percent (5%) or more of the then outstanding capital stock of the Company (calculated on a fully diluted basis) also enter into similar agreements; providedagree to such restrictions. Signature Page to Registration Rights Agreement If the foregoing is in accordance with your understanding of our agreement, further, that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating please sign and return to the Company occursa counterpart hereof, or prior whereupon this instrument, along with all counterparts, will become a binding agreement between the Purchaser and the Company in accordance with its terms. Very truly yours, CHIPPAC, INC. By:_________________________________________ Name: Xxxxxx X. XxXxxxx Title: Chairman of the Board, President and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CITICORP MEZZANINE III, L.P. By: Citicorp Capital Investors, Limited, its general partner By:_________________________________ Name: Title: ANNEX A CHIPPAC, INC. QUESTIONNAIRE FOR BENEFICIAL OWNERS REGARDING SECURITIES TO BE INCLUDED IN SHELF REGISTRATION STATEMENT The following questions (the "Questionnaire") elicit information to prepare ------------- (i) the Registration Statement on Form S-3 (the "Shelf Registration Statement") ---------------------------- registering for resale the Company's 8% Convertible Subordinated Notes due 2011 (the "Notes"), on behalf of the beneficial owners thereof, and the Class A ----- Common Stock, par value, $0.01 per share, of the Company (the "Common Stock") ------------ issuable upon conversion of the Notes (the "Notes Stock") (collectively, the ----------- "Securities"), filed by ChipPAC, Inc. (the "Company") with the Securities ----------- ------- Exchange Commission in accordance with the rights granted to you and the other holders of Notes and/or Notes Stock (collectively, "Selling Securityholders") ----------------------- pursuant to the expiration Registration Rights Agreement, dated June 22, 2001, by and between the Company and the purchaser party thereto (the "Registration Rights ------------------- Agreement") and (ii) other securities documents which may be required in --------- connection with the Shelf Registration Statement. By electing to sell the Securities pursuant to the Shelf Registration Statement you agree to be bound by the terms of the restricted period Registration Rights Agreement. Because the information provided in this Questionnaire will be used in connection with the preparation of documents to be filed with state and federal agencies, it should be accurate, complete and true, and not omit any material or important information. By execution of this Questionnaire, you agree to notify the Company's legal counsel as promptly as practicable of any inaccuracy or change in information previously furnished by you to the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof applies, then the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of any event in either case as a result of which any Prospectus included in such Shelf Registration Statement contains or would contain an untrue statement of a material fact regarding you or your intended method of distribution of such Securities necessary to make the statements therein, in light of the circumstances then existing, not misleading, and you agree promptly to furnish to the Company's legal counsel any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to you or the distribution of Securities held by you that are included in the Shelf Registration Statement, an untrue statement of a material news fact or omit to state a material eventfact necessary to make the statements therein, in light of the circumstances then existing, not misleading. In no event will Each beneficial owner of the restricted period extend beyond Notes is being furnished with two hundred fifteen (215) days after copies of this Questionnaire. Please complete and execute one copy and return it to the effective Company's legal counsel, Xxxxxxxx & Xxxxx, 000 Xxxxx Xxxxxxxx Xxxxxx, 34/th/ Floor, Los Angeles, CA 90017, Attention: Xxxxxxx Xxx and Xxxx Xxxx, on or before the date of the registration statementinitial issuance of the Notes (the "Closing Date"). Each PurchaserBy ------------ executing this Questionnaire, you hereby consent to being named in the Shelf Registration Statement and his or her assignees, further agrees to enter into a separate agreement providing for the foregoing, as may be required by the underwriters. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until presentation of all information furnished herein which is required to be disclosed in the end of such periodShelf Registration Statement. Notwithstanding the foregoingPURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT, such market standoff restrictions shall not apply to the Company’s public securities acquired during or after such Initial Public OfferingYOU ARE OBLIGATED TO INDEMNIFY THE COMPANY IF THE INFORMATION YOU PROVIDE HEREIN IS INACCURATE OR MISLEADING. In the event that any person or entity that is bound by restrictions similar to those set forth herein shall be released from such restrictions prior to the end of the period of such restrictionsSECURITIES WILL NOT BE INCLUDED IN THE SHELF REGISTRATION STATEMENT UNLESS YOU COMPLETE THIS QUESTIONNAIRE, then each Purchaser shall similarly be released from the obligations hereunder on a pro rata basis (based on the number of shares held by each such person or entity) to the same extent as such person or entitySIGN IT AND DELIVER A COPY TO THE COMPANY'S LEGAL COUNSEL IN THE MANNER DESCRIBED HEREIN AND PROMPTLY NOTIFY THE COMPANY'S LEGAL COUNSEL OF ANY CHANGES TO THE INFORMATION CONTAINED HEREIN.

Standoff Agreement. Each PurchaserShareholder and Additional Rightsholder agrees, and his upon request of the Company or her assigneesthe underwriters managing any underwritten offering of the Company's securities, agrees in connection with the Initial Public Offering not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Company’s securities Registrable Securities (other than those included in the registration or to affiliatesregistration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days days) from the date of the IPO or for such period of time (not to exceed ninety (90) days) from the effective date of such any subsequent registration statement after the IPO (other than an Excluded Registration Statement) as may be requested by the underwriters; provided, however, that all officers, directors and holders of greater than five percent (5%) of the then outstanding capital stock of the Company (calculated on a fully diluted basis) also enter into similar agreements; provided, further, that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if so requested by the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof appliesCompany or such underwriters, then the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. Each Purchaser, and his or her assignees, further agrees to enter into a separate lockup agreement providing for the foregoing, as may be required by the underwriters. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until effect and in a form satisfactory to the end Company and such underwriters; provided however, that holders of such period. Notwithstanding the foregoing, such market standoff restrictions shares of ---------------- Series A Preferred shall not be so obligated not to dispose of their Registrable Securities, and shall not be required to enter into such a lock-up agreement with respect thereto, unless: (A) in the case of the IPO, (i) all executive officers and 1% shareholders of the Company agree to the same lock-up and (ii) such agreement shall provide that any discretionary waiver or termination of the restrictions of any such lock-up agreements by the Company or representatives of the underwriters shall apply to the Company’s public securities acquired during or after all persons subject to such Initial Public Offering. In the event that any person or entity that is bound by restrictions similar to those set forth herein shall be released from such restrictions prior to the end of the period of such restrictions, then each Purchaser shall similarly be released from the obligations hereunder on a agreements pro rata basis (based on the number of shares held by each subject to such person or entityagreements; and (B) in the case of a registration statement subsequent to the IPO, (i) all executive officers agree to the same extent as lock-up and (ii) the holders have the ability to sell not less than 25% of the Shares registered in any such person or entitysubsequent offering. The obligations of the Shareholders and Additional Rightsholders set forth in this Section 15 shall expire on the date that is the second anniversary of the IPO of the Company"s securities.

Standoff Agreement. Each PurchaserUpon the effectiveness of any registration statement for the offering of equity securities of the Company, if requested by the Company and his or her assigneesthe managing underwriter, each Holder agrees in connection with the Initial Public Offering not to offer to sell or sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company’s securities Company held by the Holder at any time during such period (other than (i) those included in the registration offering or to affiliates(ii) those unregistered shares of Series E Preferred Stock which are sold under Rule 144, if any), directly or indirectly, without the prior written consent of the Company or such underwriters, as the case may be, underwriters for such period of time not following the effective date of the registration statement(not to exceed one one-hundred eighty (180) days from the effective date of such registration days) as may be requested by the underwriters; providedCompany and the managing underwriter, however, provided that the foregoing obligations shall apply only if all officers, directors and holders executive officers of the Company and all other stockholders holding greater than five one percent (51%) of the then outstanding capital stock Registrable Securities of the Company Company, and all other persons with registration rights (calculated on a fully diluted basis) also whether or not pursuant to this Agreement), enter into similar agreements; provided, further, that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or . This Section 9 shall not apply to a material event registration relating solely to the Company occursemployee benefit plans, or prior to a registration relating solely to a transaction pursuant to Rule 145 under the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof applies, then the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventSecurities Act. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. Each Purchaser, and his or her assignees, further agrees order to enter into a separate agreement providing for enforce the foregoing, as may be required by the underwriters. The Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the share or securities of every other person subject to the foregoing restrictions restrictions) until the end of such period. Notwithstanding From and after the date of this Agreement, the Company shall not, without the prior written consent of at least a majority of the outstanding Registrable Securities (the "Required Vote"), grant to future investors any registration rights on parity with or more favorable than the registration rights granted to the Holders hereunder. Without limiting the foregoing, the Company shall not, without the prior written consent of the Holders of at least the Required Vote, allow future investors to make a demand registration which could result in such market standoff restrictions shall not apply to the Company’s public securities acquired during or after such Initial Public Offering. In the event that any person or entity that is bound by restrictions similar to those set forth herein shall be released from such restrictions registration statement being declared effective prior to the end earlier of either of the period dates set forth in subsection 3.1 or within 120 days of such restrictions, then each Purchaser shall similarly be released from the obligations hereunder on a pro rata basis (based on the number effective date of shares held by each such person or entity) any registration effected pursuant to the same extent as such person or entitySection 3.

Standoff Agreement. Each Purchaser, and his or her assignees, agrees in In connection with the Initial Public Offering IPO, each Investor shall not offer, pledge, sell, contract to sell, make sell any short sale ofoption or contract to purchase, loanpurchase any option or contract to sell, grant any option for the purchase ofoption, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the Company’s securities economic consequences of ownership of any Common Stock (or other securities) of the Company held by such Investor (other than those included in the registration or to affiliatesregistration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed during the one hundred eighty (180) days from day period following the effective date of the IPO (or such registration other period, not to exceed 18 days after the expiration of the 180-day period) as may be requested by the underwriters; Company or the managing underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (the “Standoff Period”), provided, however, that all officers, officers and directors of the Company and holders of greater than five at least one percent (51%) of the then Company’s outstanding capital stock of the Company (calculated on a fully diluted basis) also voting securities enter into similar agreements; provided, further, that, if during agreements (the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock “Market and Rule 2711 of thereof applies, then the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. Each Purchaser, and his or her assignees, further agrees to enter into a separate agreement providing for the foregoing, as may be required by the underwriters. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such periodStandoff”). Notwithstanding the foregoing, if the Company or the underwriter shall release from the terms of the foregoing Market Standoff or such agreements any Common Stock (or other securities) (any such amount released, the “Released Amount”), the Company shall immediately so notify all other Holders in writing and each such Holder shall automatically be released from the Market Standoff provided for in this Section 2.14 that amount of such Holder’s Common Stock (or other securities) subject thereto equal to such Holder’s pro rata share of the Released Amount, determined according to the amount of Registrable Securities held by such Holder (the “Market Standoff Release”). The Company shall use commercially reasonable efforts to require the underwriters to provide for the foregoing Market Standoff provision in any market standoff restrictions agreement between the stockholders of the Company and the underwriters. Each Investor agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. The foregoing provisions of this Section 2.14 shall apply only to the IPO and shall not apply to the Company’s public securities acquired during or after such Initial Public Offeringsale of any shares to an underwriter pursuant to an underwriting agreement. In The underwriters in connection with the event that any person or entity that is bound by restrictions similar IPO are intended third-party beneficiaries of this Section 2.14 and shall have the right, power and authority to those set forth herein shall be released from such restrictions prior to enforce the end of the period of such restrictions, then each Purchaser shall similarly be released from the obligations hereunder on provisions hereof as though they were a pro rata basis (based on the number of shares held by each such person or entity) to the same extent as such person or entityparty hereto.

Standoff Agreement. Each PurchaserUpon the effectiveness of any registration statement for the offering of equity securities of the Company, if requested by the Company and his or her assigneesthe managing underwriter, each Holder agrees in connection with the Initial Public Offering not to offer to sell or sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company’s securities Company held by the Holder at any time during such period (other than (i) those included in the registration offering or to affiliates(ii) those unregistered shares of Series A Preferred Stock which are sold under Rule 144, if any), directly or indirectly, without the prior written consent of the Company or such underwriters, as the case may be, underwriters for such period of time following the effective date of the registration statement (not to exceed one one-hundred eighty (180) days from the effective date of such registration days) as may be requested by the underwriters; providedCompany and the managing underwriter, however, provided that the foregoing obligations shall apply only if all officers, directors and holders executive officers of the Company and all other stockholders holding greater than five one percent (51%) of the then outstanding capital stock Registrable Securities of the Company Company, and all other persons with registration rights (calculated on a fully diluted basis) also whether or not pursuant to this Agreement), enter into similar agreements; provided, further, that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or . This Section 9 shall not apply to a material event registration relating solely to the Company occursemployee benefit plans, or prior to a registration relating solely to a transaction pursuant to Rule 145 under the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof applies, then the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventSecurities Act. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. Each Purchaser, and his or her assignees, further agrees order to enter into a separate agreement providing for enforce the foregoing, as may be required by the underwriters. The Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the share or securities of every other person subject to the foregoing restrictions restrictions) until the end of such period. Notwithstanding From and after the date of this Agreement, the Company shall not, without the prior written consent of at least a majority of the outstanding Registrable Securities (the “Required Vote”), grant to future investors any registration rights on parity with or more favorable than the registration rights granted to the Holders hereunder. Without limiting the foregoing, the Company shall not, without the prior written consent of the Holders of at least the Required Vote, allow future investors to make a demand registration which could result in such market standoff restrictions shall not apply to the Company’s public securities acquired during or after such Initial Public Offering. In the event that any person or entity that is bound by restrictions similar to those set forth herein shall be released from such restrictions registration statement being declared effective prior to the end earlier of either of the period dates set forth in subsection 3.1 or within one hundred twenty (120) days of such restrictions, then each Purchaser shall similarly be released from the obligations hereunder on a pro rata basis (based on the number effective date of shares held by each such person or entity) any registration effected pursuant to the same extent as such person or entitySection 3.

Standoff Agreement. Each PurchaserUpon the effectiveness of any registration statement for the underwritten public offering of equity securities of the Company, if requested by the Company and his or her assigneesthe managing underwriter, each Holder agrees in connection with the Initial Public Offering not to offer to sell or sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company’s securities Company held by the Holder at any time during such period (other than those included in the registration unregistered shares which are sold under Rule 144, if any), directly or to affiliates) indirectly, without the prior written consent of the Company or such underwriters, as the case may be, underwriters for such period of time not following the effective date of the registration statement(not to exceed one one-hundred eighty (180) days from the effective date of such registration days) as may be requested by the underwriters; providedCompany and the managing underwriter, however, provided that the foregoing obligations shall apply only if all officers, directors and holders executive officers of the Company and all other stockholders holding securities that, on an as converted or fully exercised basis, equate to greater than five percent (5%) of the then issued and outstanding capital stock shares of the Company Common Stock and all other persons with registration rights (calculated on a fully diluted basis) also whether or not pursuant to this Agreement), enter into similar agreements; provided, further, that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or . This Section 8 shall not apply to a material event registration relating solely to the Company occursemployee benefit plans, or prior to a registration relating solely to a transaction pursuant to Rule 145 under the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof applies, then the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventSecurities Act. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. Each Purchaser, and his or her assignees, further agrees order to enter into a separate agreement providing for enforce the foregoing, as may be required by the underwriters. The Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the share or securities of every other person subject to the foregoing restrictions restrictions) until the end of such period. Notwithstanding From and after the foregoingdate of this Agreement, such market standoff restrictions the Company shall not apply not, without the prior written consent of at least a majority of the outstanding Registrable Securities (the “Required Vote”), grant to future investors any registration rights on parity with or more favorable than the registration rights granted to the Company’s public securities acquired during or after such Initial Public Offering. In the event that any person or entity that is bound by restrictions similar to those set forth herein shall be released from such restrictions prior to the end of the period of such restrictions, then each Purchaser shall similarly be released from the obligations hereunder on a pro rata basis (based on the number of shares held by each such person or entity) to the same extent as such person or entityHolders hereunder.

Standoff Agreement. Each PurchaserHolder agrees, and his or her assigneesso long as such Holder holds at least one percent (1%) of the Company's outstanding voting equity securities, agrees in connection with the Initial Public Offering Company's initial public offering of the Company's securities, upon request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Company’s securities Registrable Securities (other than those included in the registration or to affiliatesregistration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days days) from the effective date of such registration as may be requested by the underwriters; provided, however, that all officers, the officers and directors and holders of greater than five percent (5%) of the then outstanding capital Company who own stock of the Company (calculated on a fully diluted basis) also enter into similar agreements; provided, further, agree to such restrictions. The Company hereby agrees that, if during the last 17 days of the restricted period the Company issues an earnings release it shall have received a request for registration pursuant to Section 3.1 or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period3.3 hereof, and if such request for registration shall not have been withdrawn or abandoned, the Company’s Company shall not effect any public or private offer, sale or other distribution of its securities are listed or effect any registration of any of its equity securities under the Securities Act (subject to the provisions of Sections 3.1 and 3.3 hereof) (other than a registration on Form S-8 or any successor or similar form which is then in effect), whether or not for sale for its own account, until a period of ninety (90) days (or such shorter period as the Nasdaq Stock Market and Rule 2711 Holders of thereof applies, then the restrictions imposed by this Section 4 shall continue to apply until the expiration a majority of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215Registrable Securities included in such requested registration shall agree) days after shall have elapsed from the effective date of such requested registration (and the Company shall so provide in any registration statement. Each Purchaser, and his or her assignees, further agrees to enter rights agreements hereafter entered into a separate agreement providing for the foregoing, as may be required by the underwriters. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end any of such period. Notwithstanding the foregoing, such market standoff restrictions shall not apply to the Company’s public securities acquired during or after such Initial Public Offering. In the event that any person or entity that is bound by restrictions similar to those set forth herein shall be released from such restrictions prior to the end of the period of such restrictions, then each Purchaser shall similarly be released from the obligations hereunder on a pro rata basis (based on the number of shares held by each such person or entity) to the same extent as such person or entityits securities).