Common use of Standstill Agreement Clause in Contracts

Standstill Agreement. Recipient hereby represents to Disclosing Party that, as of the date hereof, Recipient does not have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any securities of Disclosing Party. Unless approved in advance or invited by the Board of Directors of GLDD in writing, the Recipient agrees that neither it, any of its Representatives that has received Confidential Information or is acting on behalf of or in concert with Recipient (or any of its Representatives) or any of its controlled Affiliates will, during the one-year period following the Effective Date, directly or indirectly: (a) make any statement or proposal to the Board of Directors of GLDD, a board of directors or similar governing body of any of its subsidiaries, any of the Disclosing Party’s Representatives, any of the stockholders of GLDD or any of the equity holders of any subsidiaries of GLDD regarding, or make any announcement, proposal, or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to, or otherwise solicit, seek, or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or by social or other media): (i) any business combination, merger, tender offer, exchange offer, or similar transaction involving GLDD or any of its subsidiaries; (ii) any restructuring, recapitalization, liquidation, or similar transaction involving GLDD or any of its subsidiaries; (iii) any acquisition of any of GLDD’s or any of its subsidiaries’ loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of such loans, debt securities, equity securities, or assets; or (iv) any proposal to seek representation on the Board of Directors of GLDD or any of its subsidiaries or otherwise seek to control, influence or advise the management, board of directors, or policies of any of them or to influence, advise or direct the vote of stockholders of GLDD or any of the equity holders of any subsidiaries of GLDD; (b) knowingly instigate, encourage, or assist any third party (including forming a “group” with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in Section 9(a) or 9(e); (c) take any action that would reasonably be expected to require the Disclosing Party to make a public announcement regarding any of the actions set forth in Section 9(a) or 9(e); (d) except pursuant to a confidential communication contemplated by this Section 9 that would not reasonably be expected to require GLDD or Recipient to make any public disclosure, request that GLDD (or the Board of Directors of GLDD or Disclosing Party’s Representatives) amend, waive, grant any consent under or otherwise not enforce any provision of this Section 9, or refer to any desire or intention, but for this Section 9, to do so; or (e) acquire (or seek, propose or agree to acquire, publicly or privately), of record or beneficially, by purchase, business combination, tender offer, exchange offer or otherwise, any loans, debt securities, equity securities, or assets of the Disclosing Party or any of its subsidiaries, or rights or options to acquire interests in any of the Disclosing Party’s loans, debt securities, equity securities, or assets, except to the extent resulting exclusively from actions taken by GLDD. The foregoing restrictions in this Section 9(e) shall not prevent any of Recipient’s actual or potential financing sources that are Representatives hereunder (but are not Affiliates of Recipient) that effect or recommend transactions in securities (i) in the ordinary course of its business as an investment advisor, broker, dealer in securities, market maker, specialist or block positioner; (ii) not at the direction or request of Recipient or any Affiliate thereof; (iii) subject to the terms of Section 10 hereof and (iv) subject to such financing source(s) establishing a customary and appropriate “tree” system or “wall” system segregating investment professionals with any involvement in Recipient’s actual or potential financing of a potential transaction with the Disclosing Party from, and from sharing Confidential Information with, investment professionals involved in effectuating or recommending any such transaction in securities; provided, in each case, (i) that such transactions in securities are not used to benefit Recipient or its Affiliates or any of their respective Affiliates, (ii) that all Confidential Information will be kept strictly confidential and kept unavailable to all individuals that are not involved in Recipient’s actual or potential financing of a potential transaction with the Disclosing Party, (iii) that such Representatives shall otherwise comply with all other terms of this Agreement to the extent applicable, and (iv) that Recipient will not cause, direct or encourage any such Representative or its Affiliates to take any action Recipient is restricted from taking hereunder. For purposes of this Section 9, the following will be deemed to be an acquisition of beneficial ownership of securities: (1) establishing or increasing a call equivalent position, or liquidating or decreasing a put equivalent position, with respect to such securities within the meaning of Section 16 of the Exchange Act; or (2) entering into any swap or other arrangement that results in the acquisition of any of the economic consequences of ownership of such securities, whether such transaction is to be settled by delivery of such securities, in cash or otherwise. Notwithstanding anything to the contrary in this Section 9, Recipient or any of its Representatives may submit to GLDD one or more offers, proposals or indications of interest to acquire GLDD in a negotiated Combination between the Recipient or its Affiliates and GLDD that would otherwise violate the provisions of Sections 9(d) or (e); provided that each submission is made solely to GLDD’s Board of Directors on a private and confidential basis and in a manner that would not reasonably be expected to require GLDD or Recipient to make public disclosure of such offer, proposal or indication of interest; provided further that Recipient and its Representatives shall not make a confidential proposal to GLDD after the commencement of a public offer to acquire securities of GLDD made in connection with a non-negotiated transaction and before the filing of GLDD’s recommendation with respect to such offer on Schedule 14D-9 under the Exchange Act. Notwithstanding the foregoing provisions of this Section 9, if at any time during the one-year period referenced above (i) GLDD enters into an agreement providing for a Combination or GLDD redeems any rights under, or modifies or agrees to modify, a shareholder rights plan for the sole purpose of facilitating any Combination or (ii) a tender or exchange offer which if consummated would constitute a Combination is made for securities of GLDD and the Board of Directors of GLDD recommends that its stockholders accept such offer(each, a “Fundamental Change Event”), then the restrictions set forth in Sections 9(a)–(e) and the preceding paragraph shall immediately terminate and be of no further force or effect. Notwithstanding anything to the contrary in this Agreement, any action, statement or disclosure by Recipient or any of its Representatives taken after expiration of the one-year period referenced above that would have been restricted by terms of this Section 9 (the “Standstill Restrictions”) if such action, statement or disclosure had been taken before expiration or termination of the Standstill Restrictions shall not be, and shall be deemed not to involve, a breach of the Standstill Restrictions.

Standstill Agreement. Recipient hereby represents 4.1 Prior to Disclosing Party that, as of the date hereof, Recipient does not have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any securities of Disclosing Party. Unless approved in advance or invited by the Board of Directors of GLDD in writing, the Recipient agrees that neither it, any of its Representatives that has received Confidential Information or is acting on behalf of or in concert with Recipient (or any of its Representatives) or any of its controlled Affiliates will, during the one-year period following anniversary of the Effective DateClosing Date (the “Standstill Period”), Zentalis and its subsidiaries will not, directly or indirectly:, except as expressly approved or invited by Immunome or otherwise expressly permitted pursuant to this Section 4; (a) make effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any statement way advise, assist or proposal encourage any other person to the Board of Directors of GLDDeffect or seek, a board of directors offer or similar governing body propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or material assets of its subsidiariesImmunome, (ii) any of the Disclosing Party’s Representativestender or exchange offer, any of the stockholders of GLDD or any of the equity holders of any subsidiaries of GLDD regardingmerger, or make other business combination involving Immunome, (iii) any announcementrecapitalization, proposalrestructuring, liquidation, dissolution or other extraordinary transaction with respect to Immunome, or offer (including iv) any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A the proxy rules of the SEC) or consents to vote any voting securities of Immunome; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to, or otherwise solicit, seek, or offer to effect (including, for the avoidance any securities of doubt, indirectly by means of communication with the press or by social or other media): (i) any business combination, merger, tender offer, exchange offer, or similar transaction involving GLDD or any of its subsidiaries; (ii) any restructuring, recapitalization, liquidation, or similar transaction involving GLDD or any of its subsidiaries; (iii) any acquisition of any of GLDD’s or any of its subsidiaries’ loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of such loans, debt securities, equity securities, or assets; or (iv) any proposal to seek representation on the Board of Directors of GLDD or any of its subsidiaries or otherwise seek to control, influence or advise the management, board of directors, or policies of any of them or to influence, advise or direct the vote of stockholders of GLDD or any of the equity holders of any subsidiaries of GLDD; (b) knowingly instigate, encourage, or assist any third party (including forming a “group” with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in Section 9(a) or 9(e)Immunome; (c) otherwise act, alone or in concert with others, to seek to control or influence the management, Board or policies of Immunome; or (d) take any action that would reasonably be expected to require the Disclosing Party Immunome to make a public announcement regarding any of the actions types of matters set forth in Section 9(aclause (a) or 9(e); (d) except pursuant to a confidential communication contemplated by this Section 9 that would not reasonably be expected to require GLDD or Recipient to make any public disclosure, request that GLDD (or the Board of Directors of GLDD or Disclosing Party’s Representatives) amend, waive, grant any consent under or otherwise not enforce any provision of this Section 9, or refer to any desire or intention, but for this Section 9, to do soabove; or (e) acquire enter into any discussions or arrangements with any person with respect to any of the foregoing. 4.2 Zentalis also agrees during the Standstill Period not to request Immunome (or seekits representatives), propose directly or agree indirectly, amend or waive any provision of this Section 4, other than by means of a confidential communication to acquireI▇▇▇▇▇▇▇’s Chairman of the Board or Chief Executive Officer. Zentalis represents and warrants that, publicly or privately)as of the date hereof, neither Zentalis nor any of its subsidiaries owns, of record or beneficially, any voting securities of Immunome, or any securities convertible into or exercisable for any voting securities of Immunome. 4.3 Notwithstanding the provisions set forth in Sections 4.1 and 4.2 (the “Standstill Provisions”), Zentalis and its subsidiaries shall immediately, and without any other action by purchaseImmunome, business combinationbe released from its obligations under the Standstill Provisions if at any time: (a) Immunome executes a definitive agreement with a third party providing for an acquisition (by way of merger, tender offer, exchange offer or otherwise), any loans, debt securities, equity securities, of more than 50% of Immunome’s outstanding Common Stock or all or substantially all of the consolidated assets of the Disclosing Party or any of Immunome and its subsidiaries, or rights or options to acquire interests then (in any of such cases), (b) a third party commences a tender offer seeking to acquire beneficial ownership of more than 50% of Immunome’s outstanding Common Stock and the Disclosing Party’s loans, debt securities, equity securitiesBoard recommends that the stockholders tender their Common Stock in such tender offer (with any acquisition described in (a) and (b) referred to as a “Change of Control Transaction”), or assets(c) Immunome waives any standstill or similar provision in any other agreement between Immunome and a third party for the explicit purpose of allowing the third party to engage in any Change of Control Transaction. None of (x) the ownership nor purchase by an employee benefit plan of Zentalis or Zentalis’s subsidiaries in any diversified index, except to the extent resulting exclusively from actions taken mutual or pension fund managed by GLDD. The foregoing restrictions in this Section 9(e) shall not prevent any of Recipient’s actual or potential financing sources that are Representatives hereunder (but are not Affiliates of Recipient) that effect or recommend transactions in securities (i) in the ordinary course of its business as an investment independent advisor, brokerwhich fund in-turn holds, dealer directly or indirectly, securities of Immunome, or (y) transfers or resales of the Shares by Zentalis to any other person in securitiescompliance with Section 5, market maker, specialist or block positioner; (ii) not at the direction or request of Recipient or any Affiliate thereof; (iii) subject to the terms of Section 10 hereof and (iv) subject to such financing source(s) establishing a customary and appropriate “tree” system or “wall” system segregating investment professionals with any involvement in Recipient’s actual or potential financing of a potential transaction with the Disclosing Party from, and from sharing Confidential Information with, investment professionals involved in effectuating or recommending any such transaction in securities; provided, in each case, (i) that such transactions in securities are not used to benefit Recipient or its Affiliates or any of their respective Affiliates, (ii) that all Confidential Information will be kept strictly confidential and kept unavailable to all individuals that are not involved in Recipient’s actual or potential financing of a potential transaction with the Disclosing Party, (iii) that such Representatives shall otherwise comply with all other terms of this Agreement to the extent applicable, and (iv) that Recipient will not cause, direct or encourage any such Representative or its Affiliates to take any action Recipient is restricted from taking hereunder. For purposes of this Section 9, the following will be deemed to be an acquisition a breach of beneficial ownership of securities: (1) establishing Zentalis or increasing a call equivalent position, or liquidating or decreasing a put equivalent position, with respect to such securities within the meaning of Section 16 its subsidiaries of the Exchange Act; or (2) entering into any swap or other arrangement that results in the acquisition of any of the economic consequences of ownership of such securities, whether such transaction is to be settled by delivery of such securities, in cash or otherwise. Notwithstanding anything to the contrary in standstill obligations under this Section 94. For the avoidance of doubt and notwithstanding any other provision of this Agreement, Recipient this Section 4 will not preclude or prohibit the transfer of Shares by Zentalis to any third party or any of its Representatives may submit to GLDD one or more offers, proposals or indications of interest to acquire GLDD in a negotiated Combination between the Recipient or its Affiliates and GLDD that would otherwise violate the provisions of Sections 9(d) or (e); provided that each submission is made solely to GLDD’s Board of Directors on a private and confidential basis and in a manner that would not reasonably be expected to require GLDD or Recipient to make public disclosure of such offer, proposal or indication of interest; provided further that Recipient and its Representatives shall not make a confidential proposal to GLDD after the commencement of a public offer to acquire securities of GLDD made discussions with any Person in connection with a non-negotiated transaction and before the filing such transfer of GLDD’s recommendation with respect to such offer on Schedule 14D-9 under the Exchange Act. Notwithstanding the foregoing provisions of this Section 9, if at any time during the one-year period referenced above (i) GLDD enters into an agreement providing for a Combination or GLDD redeems any rights under, or modifies or agrees to modify, a shareholder rights plan for the sole purpose of facilitating any Combination or (ii) a tender or exchange offer which if consummated would constitute a Combination is made for securities of GLDD and the Board of Directors of GLDD recommends that its stockholders accept such offer(each, a “Fundamental Change Event”), then the restrictions set forth in Sections 9(a)–(e) and the preceding paragraph shall immediately terminate and be of no further force or effect. Notwithstanding anything to the contrary in this Agreement, any action, statement or disclosure by Recipient or any of its Representatives taken after expiration of the one-year period referenced above that would have been restricted by terms of this Section 9 (the “Standstill Restrictions”) if such action, statement or disclosure had been taken before expiration or termination of the Standstill Restrictions shall not be, and shall be deemed not to involve, a breach of the Standstill RestrictionsShares.

Standstill Agreement. Recipient hereby represents 4.1 Prior to Disclosing Party that, as the earlier of (1) the three-year anniversary of the Closing Date, or (2) the date hereofthat Syntone beneficially owns less than 5% of the Common Stock (the “Standstill Period”), Recipient does not have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any securities of Disclosing Party. Unless approved in advance or invited by the Board of Directors of GLDD in writing, the Recipient agrees that neither it, any of Syntone and its Representatives that has received Confidential Information or is acting on behalf of or in concert with Recipient (or any of its Representatives) or any of its controlled Affiliates will, during the one-year period following the Effective Datewill not, directly or indirectly, except as expressly approved or invited by Outlook: (a) make effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any statement way advise, assist or proposal encourage any other person to the Board of Directors of GLDDeffect or seek, a board of directors offer or similar governing body propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or material assets of its subsidiariesOutlook, (ii) any of the Disclosing Party’s Representativestender or exchange offer, any of the stockholders of GLDD or any of the equity holders of any subsidiaries of GLDD regardingmerger, or make other business combination involving Outlook, (iii) any announcementrecapitalization, proposalrestructuring, liquidation, dissolution or other extraordinary transaction with respect to Outlook, or offer (including iv) any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A the proxy rules of the SEC) or consents to vote any voting securities of Outlook; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to, or otherwise solicit, seek, or offer to effect (including, for the avoidance any securities of doubt, indirectly by means of communication with the press or by social or other media): (i) any business combination, merger, tender offer, exchange offer, or similar transaction involving GLDD or any of its subsidiaries; (ii) any restructuring, recapitalization, liquidation, or similar transaction involving GLDD or any of its subsidiaries; (iii) any acquisition of any of GLDD’s or any of its subsidiaries’ loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of such loans, debt securities, equity securities, or assets; or (iv) any proposal to seek representation on the Board of Directors of GLDD or any of its subsidiaries or otherwise seek to control, influence or advise the management, board of directors, or policies of any of them or to influence, advise or direct the vote of stockholders of GLDD or any of the equity holders of any subsidiaries of GLDD; (b) knowingly instigate, encourage, or assist any third party (including forming a “group” with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in Section 9(a) or 9(e)Outlook; (c) otherwise act, alone or in concert with others, to seek to control the management, Board or policies of Outlook; (d) take any action that would reasonably be expected to require the Disclosing Party Outlook to make a public announcement regarding any of the actions types of matters set forth in Section 9(aclause (a) or 9(e); (d) except pursuant to a confidential communication contemplated by this Section 9 that would not reasonably be expected to require GLDD or Recipient to make any public disclosure, request that GLDD (or the Board of Directors of GLDD or Disclosing Party’s Representatives) amend, waive, grant any consent under or otherwise not enforce any provision of this Section 9, or refer to any desire or intention, but for this Section 9, to do soabove; or (e) acquire enter into any binding arrangements with any person with respect to any of the foregoing. 4.2 Syntone also agrees during the Standstill Period not to request Outlook (or seekits representatives), propose directly or agree indirectly, to acquireamend or waive any provision of this Section 4, publicly other than by means of a confidential communication to the Outlook Chairman of the Board or privately)Chief Executive Officer. Syntone represents and warrants that, as of the Execution Date, neither Syntone nor any of its Affiliates owns, of record or beneficially, any voting securities of Outlook, or any securities convertible into or exercisable for any voting securities of Outlook. 4.3 Notwithstanding the provisions set forth in Sections 4.1 and 4.2 (the “Standstill Provisions”), Syntone shall immediately, and without any other action by purchaseOutlook, business combinationbe released from its obligations under the Standstill Provisions if: (a) Outlook executes a definitive agreement with a third party providing for an acquisition (by way of merger, tender offer, exchange offer or otherwise), any loansof all of Outlook’s outstanding Common Stock or all or substantially all of Outlook’s assets, debt securities, equity securities, or assets of the Disclosing Party or any of its subsidiaries, or rights or options to acquire interests then (in any of such cases) or (b) a third party commences a tender offer seeking to acquire beneficial ownership of all of Outlook’s outstanding Common Stock and the Disclosing PartyBoard recommends that the stockholders tender their Common Stock in such tender offer (with any acquisition described in (a) and (b) referred to as a “Change of Control Transaction”). None of (w) the ownership nor purchase by an employee benefit plan of Syntone or Syntone’s loansAffiliates in any diversified index, debt securitiesmutual or pension fund managed by an independent advisor, equity securitieswhich fund in-turn holds, directly or indirectly, securities of Outlook, (x) transfers or resales of the Shares by Syntone to any other person in compliance with Section 6 or any acquisition or registration of Shares pursuant to Section 7, (y) the mere voting of the Shares in accordance with Section 5, or assets, except (z) acting in his or her capacity as a director of Outlook by Syntone’s director designee appointed pursuant to the extent resulting exclusively from actions taken by GLDD. The foregoing restrictions in this Section 9(e) shall not prevent any of Recipient’s actual or potential financing sources that are Representatives hereunder (but are not Affiliates of Recipient) that effect or recommend transactions in securities (i) in the ordinary course of its business as an investment advisor, broker, dealer in securities, market maker, specialist or block positioner; (ii) not at the direction or request of Recipient or any Affiliate thereof; (iii) subject to the terms of Section 10 8 hereof and (iv) subject to such financing source(s) establishing a customary and appropriate “tree” system or “wall” system segregating investment professionals with any involvement in Recipient’s actual or potential financing of a potential transaction with the Disclosing Party from, and from sharing Confidential Information with, investment professionals involved in effectuating or recommending any such transaction in securities; provided, in each case, (i) that such transactions in securities are not used to benefit Recipient or its Affiliates or any of their respective Affiliates, (ii) that all Confidential Information will be kept strictly confidential and kept unavailable to all individuals that are not involved in Recipient’s actual or potential financing of a potential transaction with the Disclosing Party, (iii) that such Representatives shall otherwise comply with all other terms of this Agreement to the extent applicable, and (iv) that Recipient will not cause, direct or encourage any such Representative or its Affiliates to take any action Recipient is restricted from taking hereunder. For purposes of this Section 9, the following will be deemed to be an acquisition a breach of beneficial ownership of securities: (1) establishing or increasing a call equivalent position, or liquidating or decreasing a put equivalent position, with respect to such securities within the meaning of Syntone’s standstill obligations under this Section 16 4. 4.4 As of the Exchange Act; or (2) entering into any swap or other arrangement that results in the acquisition of any of the economic consequences of ownership of such securitiesClosing Date, whether such transaction is to be settled by delivery of such securities, in cash or otherwise. Notwithstanding anything to the contrary in this Section 9, Recipient or any of its Representatives may submit to GLDD one or more offers, proposals or indications of interest to acquire GLDD in a negotiated Combination all prior standstill agreements between the Recipient or its Affiliates Syntone and GLDD that would otherwise violate the provisions of Sections 9(d) or (e); provided that each submission is made solely to GLDD’s Board of Directors on a private Outlook are terminated and confidential basis and in a manner that would not reasonably be expected to require GLDD or Recipient to make public disclosure of such offer, proposal or indication of interest; provided further that Recipient and its Representatives shall not make a confidential proposal to GLDD after the commencement of a public offer to acquire securities of GLDD made in connection with a non-negotiated transaction and before the filing of GLDD’s recommendation with respect to such offer on Schedule 14D-9 under the Exchange Act. Notwithstanding the foregoing provisions of this Section 9, if at any time during the one-year period referenced above (i) GLDD enters into an agreement providing for a Combination or GLDD redeems any rights under, or modifies or agrees to modify, a shareholder rights plan for the sole purpose of facilitating any Combination or (ii) a tender or exchange offer which if consummated would constitute a Combination is made for securities of GLDD and the Board of Directors of GLDD recommends that its stockholders accept such offer(each, a “Fundamental Change Event”), then the restrictions set forth in Sections 9(a)–(e) and the preceding paragraph shall immediately terminate and be of no further force or and effect. Notwithstanding anything to the contrary in this Agreement, any actionincluding but not limited to, statement or disclosure that certain exclusivity agreement dated April 17, 2020 by Recipient or any of its Representatives taken after expiration of the one-year period referenced above that would have been restricted by terms of this Section 9 (the “Standstill Restrictions”) if such action, statement or disclosure had been taken before expiration or termination of the Standstill Restrictions shall not be, and shall be deemed not to involve, a breach of the Standstill Restrictionsbetween Syntone and Outlook.

Standstill Agreement. Recipient hereby represents In order to Disclosing Party induce the Company to issue and sell the Shares to Purchasers, each Purchaser agrees that: 5.1 For so long as it (together with all investment companies and all entities that would be investment companies but for the provisions of Section 3(c) of the Investment Company Act of 1940, as of the date hereofamended, Recipient does not have beneficial ownership having a common investment adviser and/or investment adviser under common control with such Purchaser (collectively, "Affliates")) Beneficially Owns (as such term is defined in Rule 13d-3 under the Exchange Act) an aggregate of five (5) percent or more of the outstanding securities of the Company entitled to vote (including securities convertible into or exercisable or exchangeable or redeemable for such securities, collectively, "Voting Securities"), it will not, directly or indirectly (unless in any such cases specifically invited in writing to do so by the Company), do any of the following (except as required pursuant to or otherwise contemplated by this Agreement or as a result of any securities of Disclosing Party. Unless approved in advance stock split, stock dividend, stock repurchase or invited similar recapitalization by the Board Company): (a) acquire, offer to acquire, or agree to acquire by purchase or otherwise, individually or by joining a partnership, limited partnership, syndicate or other "group" (as such term is used in Section 13(d)(3) of Directors of GLDD in writingthe Exchange Act) (any such act, the Recipient agrees that neither itto "acquire"), any Voting Securities or any options, warrants or other rights to acquire Voting Securities if, after such acquisition, Purchaser and its Affiliates would Beneficially Own in the aggregate more than nine and nine-tenths (9.9) percent of its Representatives that has received Confidential Information or is acting on behalf of the outstanding Voting Securities; (b) make, or in concert with Recipient (or any of its Representatives) or any of its controlled Affiliates will, during the one-year period following the Effective Dateway participate in, directly or indirectly: (a) make any statement or proposal to the Board of Directors of GLDD, a board of directors or similar governing body of any of its subsidiaries, any "solicitation" of the Disclosing Party’s Representatives, any of the stockholders of GLDD or any of the equity holders of any subsidiaries of GLDD regarding, or make any announcement, proposal, or offer "proxies" (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect toto the Company (other than by way of Purchaser's exercising its right to vote his or her Voting Securities), or initiate, propose or otherwise solicit, seeksolicit shareholders of the Company for the approval of one or more shareholder proposals with respect to the Company, or offer induce or attempt to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or by social or induce any other media): (i) person to initiate any business combination, merger, tender offer, exchange offer, or similar transaction involving GLDD or any of its subsidiaries; (ii) any restructuring, recapitalization, liquidation, or similar transaction involving GLDD or any of its subsidiaries; (iii) any acquisition of any of GLDD’s or any of its subsidiaries’ loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of such loans, debt securities, equity securities, or assets; or (iv) any proposal to seek representation on the Board of Directors of GLDD or any of its subsidiaries or otherwise seek to control, influence or advise the management, board of directors, or policies of any of them or to influence, advise or direct the vote of stockholders of GLDD or any of the equity holders of any subsidiaries of GLDD; (b) knowingly instigate, encourage, or assist any third party (including forming a “group” with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in Section 9(a) or 9(e)shareholder proposal; (c) take deposit any action that would reasonably be expected Voting Securities into a voting trust or subject them to require any voting agreement or other agreement or arrangement with respect to the Disclosing Party to make a public announcement regarding any voting of the actions set forth in Section 9(a) or 9(e)such Voting Securities; (d) except pursuant to form, join, participate in or encourage the formation of a confidential communication contemplated by this Section 9 that would not reasonably be expected to require GLDD partnership, limited partnership, syndicate or Recipient to make any public disclosureother group for the purpose of acquiring, request that GLDD (holding or the Board disposing of Directors of GLDD or Disclosing Party’s Representatives) amendVoting Securities; provided, waivehowever, grant any consent under or otherwise not enforce any provision for purposes of this Section 95(d), Purchaser and its affiliates shall not be considered to be a syndicate or refer to any desire or intention, but for this Section 9, to do so; orother group; (e) acquire (act, directly or seekindirectly, propose alone or agree in concert with others, to acquireseek to control the management, publicly Board of Directors, policies or privately), of record or beneficially, by purchase, business combination, tender offer, exchange offer or otherwise, any loans, debt securities, equity securities, or assets affairs of the Disclosing Party Company or any of its subsidiaries, or rights solicit, propose, seek to effect or options negotiate with any other person with respect to acquire interests any form of business combination transaction involving, directly or indirectly, the Company or any of its subsidiaries, or any restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries, or announce or disclose an intent, purpose, plan or proposal with respect to the Company or any of its subsidiaries or any Voting Securities inconsistent with the provisions of this Section 5, including an intent, purpose, plan or proposal that is conditioned on or would require the Company to waive the benefit of or amend any provision of this Section 5, or assist, participate in, facilitate or encourage or solicit any effort or attempt by any person to do or seek to do any of the foregoing; (f) nominate any person for election by the holders of Common Stock as a director of the Company who is not nominated by the then-incumbent directors, or propose any matter to be voted upon by the stockholders of the Company; or (g) encourage or render advice to or make any recommendation or proposal to any person, or directly or indirectly participate, aid and abet or otherwise induce any person or engage in any of the Disclosing Party’s loansactions prohibited by this Section 5 or to engage in any actions inconsistent with the provisions of this Section 5. 5.2 For so long as it Beneficially Owns any Voting Securities, debt securitiesit will not, equity securitiesdirectly or indirectly (unless in any such cases specifically invited in writing to do so by the Company), do either of the following: (a) sell, contract to sell or grant any option or right to purchase any Common Stock or make any short sale of, or assetsestablish a "put equivalent position" (as such term is defined in Rule 16a-1(h) under the Exchange Act) with respect to, except the Common Stock, at a time when Purchaser has no equivalent offsetting long position in Common Stock; or (b) sell or contract to sell more than one (1) percent of the outstanding Voting Securities to any single person or group of related persons; provided, however, that this subsection shall not apply to any transaction effected in good faith on the NYSE. 5.3 In the event that any action is submitted to the extent resulting exclusively from actions taken holders of Voting Securities for their approval, whether at a meeting or by GLDD. The foregoing restrictions written consent, at a time when Purchaser and its Affiliates collectively have the right to vote or direct the vote with respect to more than five (5) percent of the Voting Securities entitled to vote on such action, Purchaser will, unless otherwise approved in this Section 9(e) shall not prevent any of Recipient’s actual writing in advance by the Company, cause to be voted all Voting Securities as to which it has the right to vote or potential financing sources that are Representatives hereunder direct the vote (but are not Affiliates more than the number of RecipientVoting Securities by which such collective ownership exceeds five (5) that effect or recommend transactions in securities percent of the outstanding Voting Securities entitled to be voted on such matter) (ithe "Excess Voting Securities") in the ordinary course of its business as an investment advisorsame manner (i.e. in favor of, broker, dealer in securities, market maker, specialist or block positioner; (iiagainst and abstentions with respect to) not at the direction or request of Recipient or any Affiliate thereof; (iii) subject to the terms of Section 10 hereof and (iv) subject to such financing source(s) establishing a customary and appropriate “tree” system or “wall” system segregating investment professionals with any involvement in Recipient’s actual or potential financing of a potential transaction with the Disclosing Party from, and from sharing Confidential Information with, investment professionals involved in effectuating or recommending any such transaction in securities; provided, in each case, (i) that such transactions in securities are not used to benefit Recipient or its Affiliates or any of their respective Affiliates, (ii) that all Confidential Information will be kept strictly confidential and kept unavailable proportionately to all individuals other Voting Securities that are not involved in Recipient’s actual or potential financing of a potential transaction with the Disclosing Party, (iii) that such Representatives shall otherwise comply with all other terms of this Agreement entitled to the extent applicable, and (iv) that Recipient will not cause, direct or encourage any such Representative or its Affiliates to take any action Recipient is restricted from taking hereunder. For purposes of this Section 9, the following will be deemed to be an acquisition of beneficial ownership of securities: (1) establishing or increasing a call equivalent position, or liquidating or decreasing a put equivalent position, vote with respect to such securities within matter. Purchaser hereby appoints the meaning of Section 16 Chief Executive Officer and the Chief Financial Officer of the Exchange Act; or (2) entering into any swap or other arrangement that results Company, acting severally, as its proxy, with full power of substitution, in the acquisition of any name, place and stead of the economic consequences of ownership of Purchaser, to vote all Excess Voting Securities at any such securities, whether such transaction is to be settled by delivery of such securities, in cash meeting (and at any adjournment or otherwise. Notwithstanding anything to the contrary in this Section 9, Recipient or any of its Representatives may submit to GLDD one or more offers, proposals or indications of interest to acquire GLDD in a negotiated Combination between the Recipient or its Affiliates and GLDD that would otherwise violate the provisions of Sections 9(dadjournments thereof) or (e); provided that each submission is made solely to GLDD’s Board of Directors on a private and confidential basis and in a manner that would not reasonably be expected to require GLDD or Recipient to make public disclosure of such offer, proposal or indication of interest; provided further that Recipient and its Representatives shall not make a confidential proposal to GLDD after the commencement of a public offer to acquire securities of GLDD made in connection with a non-negotiated transaction and before the filing of GLDD’s recommendation with respect to any such offer on Schedule 14D-9 under written consent in the Exchange Act. Notwithstanding the foregoing provisions of this Section 9, if at any time during the one-year period referenced above (i) GLDD enters into an agreement providing for a Combination or GLDD redeems any rights under, or modifies or agrees to modify, a shareholder rights plan for the sole purpose of facilitating any Combination or (ii) a tender or exchange offer which if consummated would constitute a Combination is made for securities of GLDD and the Board of Directors of GLDD recommends that its stockholders accept such offer(each, a “Fundamental Change Event”), then the restrictions set forth manner described in Sections 9(a)–(e) and the preceding paragraph shall immediately terminate and be of no further force or effectsentence. Notwithstanding anything to the contrary in Purchaser agrees that this Agreement, any action, statement or disclosure by Recipient or any of its Representatives taken after expiration of the one-year period referenced above that would have been restricted by terms of this Section 9 (the “Standstill Restrictions”) if such action, statement or disclosure had been taken before expiration or termination of the Standstill Restrictions shall not be, proxy is coupled with an interest and shall be deemed not to involve, a breach of the Standstill Restrictionsirrevocable.

Standstill Agreement. Recipient hereby represents to Disclosing 4.1.1 Each Seller Party agrees that, except as of provided in this Agreement or any other Transaction Document, during the date hereof, Recipient does not have beneficial ownership Standstill Period (as defined in Rule 13d-3 under the Exchange Act) of any securities of Disclosing Party. Unless approved in advance or invited by the Board of Directors of GLDD in writingbelow), the Recipient agrees that neither it, such Seller Party nor any of its Representatives that has received Confidential Information such Seller Party’s Affiliates will, unless specifically invited in writing by New Parent, directly or is acting on behalf of indirectly, alone or in concert with Recipient any other Person: (i) except for any securities of New Parent granted to ▇▇▇▇▇▇ in his capacity as a director or employee of New Parent and its Subsidiaries, acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, by purchase or otherwise, any direct or indirect beneficial interest in any voting securities or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of its Representatives) or any of its controlled Affiliates will, during the one-year period following the Effective Date, directly or indirectly: New Parent; (aii) make any statement or proposal to the Board of Directors of GLDD, otherwise become a board of directors or similar governing body of any of its subsidiaries, any of the Disclosing Party’s Representatives, any of the stockholders of GLDD or any of the equity holders of any subsidiaries of GLDD regarding, or make any announcement, proposal, or offer (including “participant” in any “solicitation” of “proxies” to vote (as such terms are defined or used in Regulation 14A under the Exchange Act) ), or seek to advise or influence any Person with respect toto the voting of any voting securities of New Parent; (iii) form, join or otherwise solicitany way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of New Parent; (iv) publicly offer, seek, or offer propose to effect acquire, outside the ordinary course of business, any of the assets of New Parent, (including, for the avoidance of doubt, indirectly by means of communication with the press v) otherwise propose or by social or other media): (i) any business combination, merger, tender offer, exchange offer, or similar transaction involving GLDD participate in a proposal to New Parent or any of its subsidiaries; (ii) Affiliates or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, liquidationextraordinary dividend, or similar other transaction involving GLDD or any of its subsidiariesNew Parent; (iiivi) any acquisition of any of GLDD’s or any of its subsidiaries’ loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of such loans, debt securities, equity securities, or assets; or (iv) any proposal to seek representation on the Board of Directors of GLDD or any of its subsidiaries or otherwise seek to control, change or influence the management or advise Board of Directors of New Parent or nominate any Person as a director who is not nominated by the management, board of then incumbent directors, or policies of propose any of them or matter to influence, advise or direct be voted upon by the vote of stockholders of GLDD New Parent or any of the equity holders of any subsidiaries of GLDD; its Affiliates; or (bvii) knowingly instigate, encourage, or assist any third party (including forming a “group” with any such third party) announce an intention to dotake, or enter into any discussions arrangement or agreements understanding with any third party with respect toothers to take, any of the actions set forth in restricted or prohibited under clauses (i) through (vi) of this Section 9(a) 4.01, or 9(e); (c) take any action that would reasonably be expected to require the Disclosing Party result in New Parent having to make a public announcement regarding any of the actions set forth matters referred to in Section 9(aclauses (i) or 9(e); through (dvi) except pursuant to a confidential communication contemplated by of this Section 9 that would not reasonably be expected to require GLDD or Recipient to 4.01. Seller may make any public disclosure, request that GLDD or proposal (but only privately to New Parent or the Board of Directors of GLDD or Disclosing Party’s RepresentativesNew Parent and not publicly) to amend, waive, grant any consent under waive or otherwise not enforce terminate any provision of this Section 9, or refer to any desire or intention, but for this Section 9, to do so; or (e) acquire (or seek, propose or agree to acquire, publicly or privately), of record or beneficially, by purchase, business combination, tender offer, exchange offer or otherwise, any loans, debt securities, equity securities, or assets of 4.01. “Standstill Period” means the Disclosing Party or any of its subsidiaries, or rights or options to acquire interests in any of the Disclosing Party’s loans, debt securities, equity securities, or assets, except to the extent resulting exclusively from actions taken by GLDD. The foregoing restrictions in this Section 9(e) shall not prevent any of Recipient’s actual or potential financing sources that are Representatives hereunder (but are not Affiliates of Recipient) that effect or recommend transactions in securities (i) in the ordinary course of its business as an investment advisor, broker, dealer in securities, market maker, specialist or block positioner; (ii) not at the direction or request of Recipient or any Affiliate thereof; (iii) subject to the terms of Section 10 hereof and (iv) subject to such financing source(s) establishing a customary and appropriate “tree” system or “wall” system segregating investment professionals with any involvement in Recipient’s actual or potential financing of a potential transaction with the Disclosing Party from, and from sharing Confidential Information with, investment professionals involved in effectuating or recommending any such transaction in securities; provided, in each case, (i) that such transactions in securities are not used to benefit Recipient or its Affiliates or any of their respective Affiliates, (ii) that all Confidential Information will be kept strictly confidential and kept unavailable to all individuals that are not involved in Recipient’s actual or potential financing of a potential transaction with the Disclosing Party, (iii) that such Representatives shall otherwise comply with all other terms of this Agreement to the extent applicable, and (iv) that Recipient will not cause, direct or encourage any such Representative or its Affiliates to take any action Recipient is restricted from taking hereunder. For purposes of this Section 9, the following will be deemed to be an acquisition of beneficial ownership of securities: (1) establishing or increasing a call equivalent position, or liquidating or decreasing a put equivalent position, with respect to such securities within the meaning of Section 16 of the Exchange Act; or two (2) entering into any swap or other arrangement that results in the acquisition of any of the economic consequences of ownership of such securities, whether such transaction is to be settled by delivery of such securities, in cash or otherwise. Notwithstanding anything to the contrary in this Section 9, Recipient or any of its Representatives may submit to GLDD one or more offers, proposals or indications of interest to acquire GLDD in a negotiated Combination between the Recipient or its Affiliates and GLDD that would otherwise violate the provisions of Sections 9(d) or (e); provided that each submission is made solely to GLDD’s Board of Directors on a private and confidential basis and in a manner that would not reasonably be expected to require GLDD or Recipient to make public disclosure of such offer, proposal or indication of interest; provided further that Recipient and its Representatives shall not make a confidential proposal to GLDD after the commencement of a public offer to acquire securities of GLDD made in connection with a non-negotiated transaction and before the filing of GLDD’s recommendation with respect to such offer on Schedule 14D-9 under the Exchange Act. Notwithstanding the foregoing provisions of this Section 9, if at any time during the one-year period referenced above (i) GLDD enters into an agreement providing for a Combination or GLDD redeems any rights under, or modifies or agrees to modify, a shareholder rights plan for beginning on the sole purpose of facilitating any Combination or (ii) a tender or exchange offer which if consummated would constitute a Combination is made for securities of GLDD and the Board of Directors of GLDD recommends that its stockholders accept such offer(each, a “Fundamental Change Event”), then the restrictions set forth in Sections 9(a)–(e) and the preceding paragraph shall immediately terminate and be of no further force or effect. Notwithstanding anything to the contrary in this Agreement, any action, statement or disclosure by Recipient or any of its Representatives taken after expiration of the one-year period referenced above that would have been restricted by terms of this Section 9 (the “Standstill Restrictions”) if such action, statement or disclosure had been taken before expiration or termination of the Standstill Restrictions shall not be, and shall be deemed not to involve, a breach of the Standstill RestrictionsClosing Date.

Standstill Agreement. Recipient hereby represents 5.1 Prior to Disclosing Party that, as of the date hereof, Recipient does not have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any securities of Disclosing Party. Unless approved in advance or invited by the Board of Directors of GLDD in writing, the Recipient agrees that neither it, any of its Representatives that has received Confidential Information or is acting on behalf of or in concert with Recipient (or any of its Representatives) or any of its controlled Affiliates will, during the one-year period following anniversary of the Effective DateDate (the “Standstill Period”), GSK and its Affiliates will not, directly or indirectly:, except as expressly approved or invited by Vir or otherwise expressly permitted pursuant to this Section 5. (a) make effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate, directly or indirectly (including through any statement or proposal to the Board of Directors of GLDDother Person), a board of directors or similar governing body in, (i) any acquisition of any securities (or beneficial ownership thereof) or material assets of its subsidiariesVir, (ii) any of the Disclosing Party’s Representativestender or exchange offer, any of the stockholders of GLDD or any of the equity holders of any subsidiaries of GLDD regardingmerger, or make other business combination involving Vir, (iii) any announcementrecapitalization, proposalrestructuring, liquidation, dissolution or other extraordinary transaction with respect to Vir, or offer (including iv) any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A the proxy rules of the SEC) or consents to vote any voting securities of Vir; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect toto any securities of Vir; (c) otherwise act, alone or otherwise solicitin concert with others, seek, or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or by social or other media): (i) any business combination, merger, tender offer, exchange offer, or similar transaction involving GLDD or any of its subsidiaries; (ii) any restructuring, recapitalization, liquidation, or similar transaction involving GLDD or any of its subsidiaries; (iii) any acquisition of any of GLDD’s or any of its subsidiaries’ loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of such loans, debt securities, equity securities, or assets; or (iv) any proposal to seek representation on the Board of Directors of GLDD to control or any of its subsidiaries or otherwise seek to control, influence or advise the management, board of directors, Board or policies of any of them or to influence, advise or direct Vir (other than such policies as may be within the vote of stockholders of GLDD or any scope of the equity holders of any subsidiaries of GLDD; (b) knowingly instigate, encourage, Preliminary Collaboration Agreement or assist any third party (including forming a “group” with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in Section 9(a) or 9(eDefinitive Collaboration Agreement); (cd) take any action that would reasonably be expected to require the Disclosing Party Vir to make a public announcement regarding any of the actions types of matters set forth in Section 9(aclause (a) or 9(e); (d) except pursuant to a confidential communication contemplated by this Section 9 that would not reasonably be expected to require GLDD or Recipient to make any public disclosure, request that GLDD (or the Board of Directors of GLDD or Disclosing Party’s Representatives) amend, waive, grant any consent under or otherwise not enforce any provision of this Section 9, or refer to any desire or intention, but for this Section 9, to do soabove; or (e) acquire enter into any discussions or arrangements with any Person with respect to any of the foregoing. 5.2 GSK also agrees during the Standstill Period not to request Vir (or seekits representatives), propose directly or agree indirectly, amend or waive any provision of this Section 5 other than by means of a confidential communication to acquirethe Vir Chairman of the Board or Chief Executive Officer. 5.3 GSK represents and warrants that, publicly or privately)as of the Execution Date, neither GSK nor any of its Affiliates owns, of record or beneficially, any voting securities of Vir, or any securities convertible into or exercisable for any voting securities of Vir. 5.4 Notwithstanding the provisions set forth in Sections 5.1 and 5.2 (the “Standstill Provisions”), GSK shall immediately, and without any other action by purchaseVir, business combinationbe released from its obligations under the Standstill Provisions if: (a) Vir executes, or publicly announces its intention to execute, a definitive agreement with a third party providing for an acquisition (by way of merger, tender offer, exchange offer or otherwise), of more than 50% of Vir’s outstanding Common Stock or all or substantially all of Vir’s assets, (b) any loansperson or “group” (as defined under the Exchange Act) commences a tender offer or makes an offer or proposal which is made public seeking to acquire beneficial ownership of more than 50% of Vir’s outstanding Common Stock (with any acquisition described in clauses (a) and (b) referred to as a “Change of Control Transaction”), debt securities, equity securities(c) Vir waives any standstill or similar provision in any other agreement between Vir and a third party for the explicit purpose of allowing the third party to pursue or engage in any Change of Control Transaction, or assets (d) Vir publicly announces the commencement of the Disclosing Party or any a formal process to solicit proposals for a potential business combination transaction. None of its subsidiaries, or rights or options to acquire interests in any of the Disclosing Party’s loans, debt securities, equity securities, or assets, except to the extent resulting exclusively from actions taken by GLDD. The foregoing restrictions in this Section 9(e) shall not prevent any of Recipient’s actual or potential financing sources that are Representatives hereunder (but are not Affiliates of Recipient) that effect or recommend transactions in securities (i) the ownership or purchase by an employee benefit plan of GSK or GSK’s Affiliates in the ordinary course of its business as any diversified index, mutual or pension fund managed by an investment independent advisor, brokerwhich fund in-turn holds, dealer in securitiesdirectly or indirectly, market maker, specialist or block positioner; (ii) not at the direction or request securities of Recipient or any Affiliate thereof; (iii) subject to the terms of Section 10 hereof and (iv) subject to such financing source(s) establishing a customary and appropriate “tree” system or “wall” system segregating investment professionals with any involvement in Recipient’s actual or potential financing of a potential transaction with the Disclosing Party from, and from sharing Confidential Information with, investment professionals involved in effectuating or recommending any such transaction in securities; provided, in each case, (i) that such transactions in securities are not used to benefit Recipient or its Affiliates or any of their respective AffiliatesVir, (ii) the acquisition of the equity securities of an entity that all Confidential Information will be kept strictly confidential and kept unavailable owns such securities prior to all individuals that are such acquisition so long as such acquisition is not involved in Recipient’s actual consummated for the purpose of circumventing this Section 5 or potential financing of a potential transaction with the Disclosing Party, (iii) that such Representatives shall otherwise comply transfers or resales of the Shares by GSK to any other person in compliance with all other terms of this Agreement to the extent applicableSection 6, and (iv) that Recipient will not cause, direct or encourage any such Representative or its Affiliates to take any action Recipient is restricted from taking hereunder. For purposes of this Section 9, the following will be deemed to be an acquisition of beneficial ownership of securities: (1) establishing or increasing a call equivalent position, or liquidating or decreasing a put equivalent position, with respect to such securities within the meaning of Section 16 of the Exchange Act; or (2) entering into any swap or other arrangement that results in the acquisition of any of the economic consequences of ownership of such securities, whether such transaction is to be settled by delivery of such securities, in cash or otherwise. Notwithstanding anything to the contrary in this Section 9, Recipient or any of its Representatives may submit to GLDD one or more offers, proposals or indications of interest to acquire GLDD in a negotiated Combination between the Recipient or its Affiliates and GLDD that would otherwise violate the provisions of Sections 9(d) or (e); provided that each submission is made solely to GLDD’s Board of Directors on a private and confidential basis and in a manner that would not reasonably be expected to require GLDD or Recipient to make public disclosure of such offer, proposal or indication of interest; provided further that Recipient and its Representatives shall not make a confidential proposal to GLDD after the commencement of a public offer to acquire securities of GLDD made in connection with a non-negotiated transaction and before the filing of GLDD’s recommendation with respect to such offer on Schedule 14D-9 under the Exchange Act. Notwithstanding the foregoing provisions of this Section 9, if at any time during the one-year period referenced above (i) GLDD enters into an agreement providing for a Combination or GLDD redeems any rights under, or modifies or agrees to modify, a shareholder rights plan for the sole purpose of facilitating any Combination or (ii) a tender or exchange offer which if consummated would constitute a Combination is made for securities of GLDD and the Board of Directors of GLDD recommends that its stockholders accept such offer(each, a “Fundamental Change Event”), then the restrictions set forth in Sections 9(a)–(e) and the preceding paragraph shall immediately terminate and be of no further force or effect. Notwithstanding anything to the contrary in this Agreement, any action, statement or disclosure by Recipient or any of its Representatives taken after expiration of the one-year period referenced above that would have been restricted by terms of this Section 9 (the “Standstill Restrictions”) if such action, statement or disclosure had been taken before expiration or termination of the Standstill Restrictions shall not be, and shall be deemed not to involve, a breach of the Standstill RestrictionsGSK’s standstill obligations under this Section 5.

Standstill Agreement. Recipient hereby represents 4.1 Prior to Disclosing Party that, as the earlier of (x) the three-year anniversary of the Effective Date and (y) the date hereofthat Biogen beneficially owns less than 5% of the Common Stock (the “Standstill Period”), Recipient does not have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any securities of Disclosing Party. Unless approved in advance or invited by the Board of Directors of GLDD in writing, the Recipient agrees that neither it, any of Biogen and its Representatives that has received Confidential Information or is acting on behalf of or in concert with Recipient (or any of its Representatives) or any of its controlled Affiliates will, during the one-year period following the Effective Datewill not, directly or indirectly:, except as expressly approved or invited by Sangamo. (a) make effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any statement way advise, assist or proposal encourage any other person to the Board of Directors of GLDDeffect or seek, a board of directors offer or similar governing body propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or material assets of its subsidiariesSangamo, (ii) any of the Disclosing Party’s Representativestender or exchange offer, any of the stockholders of GLDD or any of the equity holders of any subsidiaries of GLDD regardingmerger, or make other business combination involving Sangamo, (iii) any announcementrecapitalization, proposalrestructuring, liquidation, dissolution or other extraordinary transaction with respect to Sangamo, or offer (including iv) any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A the proxy rules of the SEC) or consents to vote any voting securities of Sangamo; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to, or otherwise solicit, seek, or offer to effect (including, for the avoidance any securities of doubt, indirectly by means of communication with the press or by social or other media): (i) any business combination, merger, tender offer, exchange offer, or similar transaction involving GLDD or any of its subsidiaries; (ii) any restructuring, recapitalization, liquidation, or similar transaction involving GLDD or any of its subsidiaries; (iii) any acquisition of any of GLDD’s or any of its subsidiaries’ loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of such loans, debt securities, equity securities, or assets; or (iv) any proposal to seek representation on the Board of Directors of GLDD or any of its subsidiaries or otherwise seek to control, influence or advise the management, board of directors, or policies of any of them or to influence, advise or direct the vote of stockholders of GLDD or any of the equity holders of any subsidiaries of GLDD; (b) knowingly instigate, encourage, or assist any third party (including forming a “group” with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in Section 9(a) or 9(e)Sangamo; (c) otherwise act, alone or in concert with others, to seek to control or influence the management, Board or policies of Sangamo; (d) take any action that would reasonably be expected to require the Disclosing Party Sangamo to make a public announcement regarding any of the actions types of matters set forth in Section 9(aclause (a) or 9(e); (d) except pursuant to a confidential communication contemplated by this Section 9 that would not reasonably be expected to require GLDD or Recipient to make any public disclosure, request that GLDD (or the Board of Directors of GLDD or Disclosing Party’s Representatives) amend, waive, grant any consent under or otherwise not enforce any provision of this Section 9, or refer to any desire or intention, but for this Section 9, to do soabove; or (e) acquire enter into any discussions or arrangements with any person with respect to any of the foregoing. 4.2 Biogen also agrees during the Standstill Period not to request Sangamo (or seekits representatives), propose directly or agree indirectly, to acquireamend or waive any provision of this Section 4, publicly other than by means of a confidential communication to the Sangamo Chairman of the Board or privately)Chief Executive Officer. Biogen represents and warrants that, as of the Execution Date, neither Biogen nor any of its Affiliates owns, of record or beneficially, any voting securities of Sangamo, or any securities convertible into or exercisable for any voting securities of Sangamo. 80254187_15 4.3 Notwithstanding the provisions set forth in Sections 4.1 and 4.2 (the “Standstill Provisions”), Biogen shall immediately, and without any other action by purchaseSangamo, business combinationbe released from its obligations under the Standstill Provisions if: (a) Sangamo executes a definitive agreement with a third party providing for an acquisition (by way of merger, tender offer, exchange offer or otherwise), any loansof more than 50% of Sangamo’s outstanding Common Stock or all or substantially all of Sangamo’s assets, debt securities, equity securities, or assets of the Disclosing Party or any of its subsidiaries, or rights or options to acquire interests then (in any of such cases), (b) a third party commences a tender offer seeking to acquire beneficial ownership of more than 50% of Sangamo’s outstanding Common Stock and the Disclosing Party’s loans, debt securities, equity securitiesBoard recommends that the stockholders tender their Common Stock in such tender offer (with any acquisition described in (a) and (b) referred to as a “Change of Control Transaction”), or assets(c) Sangamo waives any standstill or similar provision in any other agreement between Sangamo and a third party for the explicit purpose of allowing the third party to engage in any Change of Control Transaction. None of (x) the ownership nor purchase by an employee benefit plan of Biogen or Biogen’s Affiliates in any diversified index, except to the extent resulting exclusively from actions taken mutual or pension fund managed by GLDD. The foregoing restrictions in this Section 9(e) shall not prevent any of Recipient’s actual or potential financing sources that are Representatives hereunder (but are not Affiliates of Recipient) that effect or recommend transactions in securities (i) in the ordinary course of its business as an investment independent advisor, brokerwhich fund in-turn holds, dealer in securitiesdirectly or indirectly, market maker, specialist or block positioner; (ii) not at the direction or request securities of Recipient or any Affiliate thereof; (iii) subject to the terms of Section 10 hereof and (iv) subject to such financing source(s) establishing a customary and appropriate “tree” system or “wall” system segregating investment professionals with any involvement in Recipient’s actual or potential financing of a potential transaction with the Disclosing Party from, and from sharing Confidential Information with, investment professionals involved in effectuating or recommending any such transaction in securities; provided, in each caseSangamo, (iy) that such transactions transfers or resales of the Shares by Biogen to any other person in securities are not used to benefit Recipient compliance with Section 6 or its Affiliates or any (z) the mere voting of their respective Affiliatesthe Shares in accordance with Section 5, (ii) that all Confidential Information will be kept strictly confidential and kept unavailable to all individuals that are not involved in Recipient’s actual or potential financing of a potential transaction with the Disclosing Party, (iii) that such Representatives shall otherwise comply with all other terms of this Agreement to the extent applicable, and (iv) that Recipient will not cause, direct or encourage any such Representative or its Affiliates to take any action Recipient is restricted from taking hereunder. For purposes of this Section 9, the following will be deemed to be an acquisition a breach of beneficial ownership of securities: (1) establishing or increasing a call equivalent position, or liquidating or decreasing a put equivalent position, with respect to such securities within the meaning of Section 16 of the Exchange Act; or (2) entering into any swap or other arrangement that results in the acquisition of any of the economic consequences of ownership of such securities, whether such transaction is to be settled by delivery of such securities, in cash or otherwise. Notwithstanding anything to the contrary in Biogen’s standstill obligations under this Section 94. 4.4 As the Effective Date, Recipient or any of its Representatives may submit to GLDD one or more offers, proposals or indications of interest to acquire GLDD in a negotiated Combination all prior standstill agreements between the Recipient or its Affiliates Biogen and GLDD that would otherwise violate the provisions of Sections 9(d) or (e); provided that each submission is made solely to GLDD’s Board of Directors on a private Sangamo are terminated and confidential basis and in a manner that would not reasonably be expected to require GLDD or Recipient to make public disclosure of such offer, proposal or indication of interest; provided further that Recipient and its Representatives shall not make a confidential proposal to GLDD after the commencement of a public offer to acquire securities of GLDD made in connection with a non-negotiated transaction and before the filing of GLDD’s recommendation with respect to such offer on Schedule 14D-9 under the Exchange Act. Notwithstanding the foregoing provisions of this Section 9, if at any time during the one-year period referenced above (i) GLDD enters into an agreement providing for a Combination or GLDD redeems any rights under, or modifies or agrees to modify, a shareholder rights plan for the sole purpose of facilitating any Combination or (ii) a tender or exchange offer which if consummated would constitute a Combination is made for securities of GLDD and the Board of Directors of GLDD recommends that its stockholders accept such offer(each, a “Fundamental Change Event”), then the restrictions set forth in Sections 9(a)–(e) and the preceding paragraph shall immediately terminate and be of no further force or and effect. Notwithstanding anything , including but not limited to the contrary in this Agreementthat certain Standstill Agreement dated February 19, any action, statement or disclosure 2020 by Recipient or any of its Representatives taken after expiration of the one-year period referenced above that would have been restricted by terms of this Section 9 (the “Standstill Restrictions”) if such action, statement or disclosure had been taken before expiration or termination of the Standstill Restrictions shall not be, and shall be deemed not to involve, a breach of the Standstill Restrictionsbetween Biogen and Sangamo.