Common use of Standstill Agreement Clause in Contracts

Standstill Agreement. During the Standstill Period, the Cinven Shareholders shall not, directly or indirectly, and shall not authorize or permit any of their Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, Concordia (without limiting the right of the Cinven Shareholders and their Controlled Affiliates to vote in accordance with Section 3.1): (a) subject to Section 4.3, acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities or Voting Securities), or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares), if, immediately following such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-converted” basis) of the Cinven Shareholders and their respective Controlled Affiliates, as a group, would not exceed the Standstill Level; (b) acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire any assets or business of Concordia or its Subsidiaries; (c) conduct, propose or seek to effect any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) or “take-over bid” (as such term is used in the Securities Act) or exchange offer or other similar transaction involving Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, in each case that has not been approved and publicly recommended for acceptance by the shareholders of Concordia by the Board of Directors; (d) otherwise act Jointly or In Concert with others to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiaries; provided that nothing in this clause (d) shall preclude the Cinven Shareholders or their Controlled Affiliates from engaging in discussions with Concordia or any Subsidiary of Concordia or its Representatives; (e) make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any “solicitation” of “proxies” (within the meaning of Regulation 14A promulgated under the Exchange Act) or consents to vote any Voting Securities or any of the voting securities of any Subsidiaries of Concordia (including through action by written consent); (f) conduct, propose or seek to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bid, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordia, or other similar transaction involving Concordia, any Subsidiary of Concordia or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; (g) call or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholders, or seek election or appointment to or to place a representative on the Board of Directors or seek the removal or suspension of any director from the Board of Directors, other than in accordance with Section 5.1; (h) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than with any Cinven Shareholder or any of its Controlled Affiliates, but subject to the terms and conditions of this Agreement); (i) make any public proposal or publicly disclose any intention or plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any public proposal or publicly disclose any intention or plan on its or their behalf, inconsistent with the foregoing restrictions; (j) advise, assist, knowingly encourage or act as a financing source for or otherwise join or invest in any third party with respect to any of the foregoing; or (k) contest the validity of, or publicly seek an amendment, waiver, suspension or termination of, any provision of this Section 4.1 (including this subclause) or Section 3.1 (whether by legal action or otherwise).

Standstill Agreement. 3.1 During the Standstill Period, the Cinven Shareholders LBHI Parties shall not, directly or indirectly, and shall not authorize or permit any of their Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, Concordia (without limiting the right of the Cinven Shareholders and their Controlled Affiliates to vote in accordance with Section 3.1):EQR: (a) subject to Section 4.3, acquire, offer or seek to acquire3.1.1 Acquire, agree to acquire or make a any public proposal to acquire, by purchase directly or otherwise indirectly, Beneficial Ownership of common equity securities of EQR or any other securities of EQR entitled to vote generally in the election of trustees of EQR (including through collectively, “Voting Securities”), or securities of the Company that are convertible, exchangeable or exercisable into Voting Securities (other than (i) the receipt of common equity securities of EQR pursuant to the Asset Purchase Agreement, (ii) the acquisition of Beneficial Ownership), any common equity securities (including any Equity of EQR or other Voting Securities or Voting Securities), or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares), if, immediately following such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-converted” basis) of the Cinven Shareholders and their respective Controlled Affiliates, as a groupresult of any stock splits, would not exceed the Standstill Level; (b) acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire any assets or business of Concordia or its Subsidiaries; (c) conduct, propose or seek to effect any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) or “take-over bid” (as such term is used in the Securities Act) or exchange offer stock dividends or other distributions or recapitalizations, reclassifications, reorganizations or similar transaction involving Equity Securities, Voting Securities transactions or any securities convertible into, or exercisable or exchangeable for, Equity Securities or offerings made available by EQR to holders of Voting Securities, in each case that has not been approved including rights offerings, and publicly recommended for acceptance by the shareholders of Concordia by the Board of Directors; (diii) otherwise act Jointly or In Concert with others to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiaries; provided that nothing in this clause (d) shall preclude the Cinven Shareholders or their Controlled Affiliates from engaging in discussions with Concordia or any Subsidiary of Concordia or its Representatives; (e) make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any “solicitation” of “proxies” (within the meaning of Regulation 14A promulgated under the Exchange Act) or consents to vote any Voting Securities or any of the voting securities an Affiliate of any Subsidiaries of Concordia (including through action by written consentLBHI Party in a Permitted Transfer); (f) conduct, propose or seek to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bid, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordia, or other similar transaction involving Concordia, any Subsidiary of Concordia or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; (g) call or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholders, or seek election or appointment to or to place a representative on the Board of Directors or seek the removal or suspension of any director from the Board of Directors, other than in accordance with Section 5.1; (h) deposit 3.1.2 Deposit any Voting Securities in a voting trust or similar Contract arrangement or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement (other than (x) with another LBHI Party or Contractany direct or indirect subsidiary of the LBHI Parties or (y) in connection with any transaction contemplated by the Asset Purchase Agreement or this Agreement), or grant any proxy with respect to any Voting Securities (in each case, other than with (x) to EQR or a person specified by EQR, in a proxy card provided to shareholders of EQR by or on behalf of EQR, (y) to another LBHI Party or any Cinven Shareholder direct or indirect subsidiary of the LBHI Parties, or (z) as otherwise necessary to permit any LBHI Party to vote Voting Securities as expressly permitted by Section 4.2); 3.1.3 Enter, agree to enter, propose or offer to enter into or facilitate any merger, business combination, tender offer, recapitalization, restructuring, change in control transaction or other similar extraordinary transaction involving EQR or any of its Controlled Affiliatessubsidiaries (excluding voting as a shareholder with respect to such a transaction, but subject to the terms and conditions of this Agreementextent permitted by Section 4.2, or tendering shares in a tender offer); (i) make any public proposal or publicly disclose any intention or plan3.1.4 Make, or cause in any way participate or authorize engage in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or advise or knowingly influence any Person (other than a controlled Affiliate of any LBHI Party) with respect to the voting of, any voting securities of EQR or any of its and their directorssubsidiaries; 3.1.5 Call, officersor seek to call, employeesa meeting of the shareholders of EQR or initiate any shareholder proposal for action by the shareholders of EQR; 3.1.6 Form, agentsjoin or in any way participate in a Group (within the meaning of Section 13(d)(3) of the Exchange Act) (other than with another LBHI Party or an Affiliate of any LBHI Party, advisors and or any direct or indirect subsidiary, of any LBHI Party), with respect to any voting securities of EQR; 3.1.7 Otherwise act, alone or in concert with others, to seek to control or influence the board of trustees of EQR, or the management or policies of EQR (including, without limitation, the submission of nominees for election to the board of trustees of EQR); 3.1.8 Publicly disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; 3.1.9 Advise or knowingly assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other Representatives Person or Group (within the meaning of Section 13(d)(3) of the Exchange Act) in connection with the foregoing; or 3.1.10 Propose, seek or request permission to do any of the foregoing, request to amend or waive any provision of this Article 3 (including, without limitation, this clause 3.1.10), make or seek permission to make any public proposal or publicly disclose any intention or plan on its or their behalf, inconsistent with the foregoing restrictions; (j) advise, assist, knowingly encourage or act as a financing source for or otherwise join or invest in any third party announcement with respect to any of the foregoing; or (k) contest foregoing or take any action that such Person reasonably believes will require EQR to make a public announcement regarding the validity ofpossibility of a business combination, merger or publicly seek an amendment, waiver, suspension other type or termination of, any provision of this Section 4.1 (including this subclause) or Section 3.1 (whether by legal action or otherwise)transaction described above.

Standstill Agreement. During ILFC covenants and agrees that, from the Standstill Perioddate hereof through the earlier of the fifteenth anniversary of the initial issuance of the Preferred Stock and the date on which ILFC no longer is a holder of any Preferred Stock, it will not, and it will cause each of its affiliates which it controls not to, singly or as part of a partnership, limited partnership, syndicate or other group (as those terms are defined in Section 13(d)(3) of the Cinven Shareholders shall notExchange Act, directly or indirectlyindirectly (and for greater certainty, and shall not authorize including any circumstances whereby ILFC or permit any of their Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, Concordia (without limiting the right of the Cinven Shareholders and their Controlled Affiliates to vote its affiliates which it controls acts in accordance concert with Section 3.1any other person): (a) subject to Section 4.3, acquire, offer or seek to acquire, or agree to acquire or make a proposal to acquire, by purchase purchase, gift or otherwise (including through the acquisition of Beneficial Ownership)otherwise, any equity securities (including any Equity Securities of Amtran, except pursuant to a stock split, stock dividend, rights offering, recapitalization, reclassification or Voting Securities), similar transaction or rights pursuant to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares), if, immediately following such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-converted” basis) terms of the Cinven Shareholders and their respective Controlled Affiliates, as a group, would not exceed the Standstill LevelPreferred Stock; (b) acquiremake, offer or in any way participate in any "solicitation" of "proxies" to vote (as such terms are defined in Rule 14a-1 under the Exchange Act), solicit any consent or communicate with or seek to acquireadvise or influence any person or entity with respect to the voting of any equity securities of Amtran 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 to Amtran, agree except in the capacity as a director of Amtran, PROVIDED that the director does not directly or indirectly propose the matter or solicit other directors to acquire propose or make a proposal to acquire any assets or business vote in favor of Concordia or its Subsidiariesthe matter; (c) conductform, propose join, encourage or seek to effect in any “tender offer” (as such term is used way participate in Regulation 14D under the formation of, any "person" within the meaning of Section 13(d)(3) of the Exchange Act) or “take-over bid” (as such term is used in the Securities Act) or exchange offer or other similar transaction involving Equity Securities, Voting Securities or Act with respect to any equity securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, in each case that has not been approved and publicly recommended for acceptance by the shareholders of Concordia by the Board of DirectorsAmtran; (d) otherwise act Jointly deposit any equity securities of Amtran into a voting trust or In Concert subject any such equity securities of Amtran to any arrangement or agreement with others respect to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiaries; provided that nothing in this clause (d) shall preclude the Cinven Shareholders or their Controlled Affiliates from engaging in discussions with Concordia or any Subsidiary of Concordia or its Representativesvoting thereof; (e) make initiate, propose or join otherwise solicit stockholders for the approval of one or become a participant (more stockholder proposals with respect to Amtran as defined described in Instruction 3 to Item 4 of Schedule 14A Rule 14a-8 under the Exchange Act) in , or induce or attempt to induce any “solicitation” of “proxies” (within the meaning of Regulation 14A promulgated under the Exchange Act) or consents other person to vote initiate any Voting Securities or any of the voting securities of any Subsidiaries of Concordia (including through action by written consent)stockholder proposal; (f) conduct, propose seek election to or seek to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bid, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordia, or other similar transaction involving Concordia, any Subsidiary of Concordia or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; (g) call or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholders, or seek election or appointment to or to place a representative on the Board of Directors or of Amtran or, except with the approval of the management of Amtran, seek the removal or suspension of any director from member of the Board of DirectorsDirectors of Amtran, other than in accordance except as provided pursuant to the terms of the Preferred Stock; (g) except with Section 5.1the approval of management of Amtran, call or seek to have called any meeting of the stockholders of Amtran; (h) deposit any Voting Securities in a voting trust otherwise act to seek to control, disrupt or similar Contract influence the management, business, operations, policies or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than with any Cinven Shareholder or any affairs of its Controlled Affiliates, but subject to the terms and conditions of this Agreement)Amtran; (i) (A) solicit, seek to effect, negotiate with or provide any information to any other person with respect to, (B) make any statement or proposal, whether written or oral, to the Board of Directors of Amtran or any director or officer of Amtran with respect to, or (C) otherwise make any public announcement or proposal or publicly disclose whatsoever with respect to, any intention or planform of business combination transaction involving Amtran, including, without limitation, a merger, exchange offer, or cause liquidation of Amtran's assets, or authorize any of its and their directorsrestructuring, officers, employees, agents, advisors and other Representatives recapitalization or similar transaction with respect to make any public proposal or publicly disclose any intention or plan on its or their behalf, inconsistent with the foregoing restrictionsAmtran; (j) adviseseek to have Amtran waive, assist, knowingly encourage amend or act as a financing source for or otherwise join or invest in any third party with respect to modify any of the provisions contained in this Section 8; (k) disclose or announce any intention, plan or arrangement inconsistent with the foregoing; or (kl) contest advise, assist, instigate or encourage any third party to do any of the validity of, foregoing. The parties hereto hereby confirm that nothing in this Section 8 will prohibit a director from discharging any fiduciary obligation he or publicly seek an amendment, waiver, suspension she may have under Indiana law. If ILFC or termination of, any provision of its affiliates which it controls owns or acquires any equity securities of Amtran in violation of this Section 4.1 (including 8, such equity securities of Amtran shall immediately be disposed of to persons who are not affiliates of ILFC and only in compliance with the provisions of this subclause) or Section 3.1 (whether by legal action or otherwise)Agreement; PROVIDED that Amtran may also pursue any other available remedy to which it may be entitled as a result of such violation.

Standstill Agreement. During From and after the Effective Time until the Standstill PeriodTermination Date, the Cinven Shareholders shall each Stockholder will not, and will cause its Controlled Affiliates not to, directly or indirectly, and shall not authorize without the prior written approval of the Company’s Board of Directors or permit any of their Controlled Affiliatesduly constituted committee thereof: (a) Except in response to a Proxy Contest, engage in or knowingly participate in, directly or indirectly, toor publicly announce an intention to engage in or participate in, without the prior written consent of, or waiver by, Concordia (without limiting the right of the Cinven Shareholders and their Controlled Affiliates to vote in accordance with Section 3.1): (a) subject to Section 4.3, acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities or Voting Securities), or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares), if, immediately following such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-converted” basis) of the Cinven Shareholders and their respective Controlled Affiliates, as a group, would not exceed the Standstill Level; (b) acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire any assets or business of Concordia or its Subsidiaries; (c) conduct, propose or seek to effect any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) or “take-over bid” (as such term is used in the Securities Act) or exchange offer or other similar transaction involving Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, in each case that has not been approved and publicly recommended for acceptance by the shareholders of Concordia by the Board of Directors; (d) otherwise act Jointly or In Concert with others to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiaries; provided that nothing in this clause (d) shall preclude the Cinven Shareholders or their Controlled Affiliates from engaging in discussions with Concordia or any Subsidiary of Concordia or its Representatives; (e) make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any “solicitation” of “proxies” (each within the meaning of Regulation 14A promulgated Section 14(a) of the Exchange Act) from any Person other than a Stockholder with respect to any matter submitted for consideration (including the election of directors by holders of the Common Stock, voting as a separate class, in accordance with the Certificate of Incorporation) at any annual or special meeting of the stockholders of the Company; provided however, that nothing herein shall restrict or limit the ability of (i) the holders of Class A Common Stock to solicit proxies or consents solely regarding matters affecting the rights, preferences or privileges of the Class A Common Stock that are exclusive to the Class A Common Stock and not shared with the holders of Company Common Stock, (ii) the holders of the Class A Common Stock, voting as a separate class or voting with the holders of Common Stock, to elect directors in accordance with the Certificate of Incorporation, or (iii) the Stockholders to vote their respective shares; (b) Except in response to a Proxy Contest or otherwise if initiated or not opposed by the Company, initiate, knowingly participate in, or consent to the taking of any stockholder action by consent without a meeting pursuant to Section 228 of the DGCL; provided however, that nothing herein shall restrict or limit the ability of (i) the holders of Class A Common Stock to solicit consents, or to take action by written consent, solely regarding matters affecting the rights, preferences or privileges of the Class A Common Stock that are exclusive to the Class A Common Stock and not shared with the holders of Company Common Stock, or (ii) the holders of the Class A Common Stock, voting or acting as a separate class or voting or acting with the holders of Common Stock, to elect directors in accordance with the Certificate of Incorporation; (c) Submit, otherwise solicit stockholder approval for, or take any action that would result in a public announcement related to, any proposal for consideration at any annual or special meeting of the stockholders of the Company (including pursuant to Rule 14a-8 under the Exchange Act) or consents to vote any Voting Securities or any of the voting securities of any Subsidiaries of Concordia (including through action by written consent); (fd) conductMake, propose effect or seek to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bid, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordiacommence an Acquisition Transaction, or other similar transaction involving Concordia, take any Subsidiary action that would reasonably be expected to result in a public announcement of Concordia or any of their respective securities or indebtedness, or enter an Acquisition Transaction; (e) Enter into any discussionsagreements, negotiations, arrangements, arrangements or understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; (g) call or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholders, or seek election or appointment to or to place a representative on the Board of Directors or seek the removal or suspension of any director from the Board of Directors, other than in accordance with Section 5.1; (h) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any matter described in this Section 1.02, including forming, joining or knowingly participating in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Company or the Company Common Stock; provided, however, that nothing herein shall limit any Stockholder from forming, joining or participating in a “group” (i) comprised solely of the Stockholders and their respective Controlled Affiliates, (ii) created by entry into and the conduct of the Voting Securities Trust Agreement, (iii) created as a result of any transaction undertaken for bona fide estate planning purposes, and/or (iv) created as a result of a transaction expressly permitted by this Agreement; or (f) Except as provided in each casethe Voting Trust Agreement, other than with directly or indirectly sell, assign, gift, bequeath, appoint or otherwise dispose of any Cinven Shareholder shares of Class A Common Stock to a Permitted Transferee unless the transferee is a Stockholder or becomes a party to this Agreement by executing a counterpart signature page to this Agreement. The provisions of this Section 1.02 shall not impair or affect in any way the exercise by any Stockholder or any of its Controlled AffiliatesAffiliates of his or her fiduciary or other duties as a director, but subject to officer or employee of the terms and conditions Company in his or her capacity as such, nor shall any action in such capacity constitute a breach of this Agreement); (i) make any public proposal or publicly disclose any intention or plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any public proposal or publicly disclose any intention or plan on its or their behalf, inconsistent with the foregoing restrictions; (j) advise, assist, knowingly encourage or act as a financing source for or otherwise join or invest in any third party with respect to any of the foregoing; or (k) contest the validity of, or publicly seek an amendment, waiver, suspension or termination of, any provision of this Section 4.1 (including this subclause) or Section 3.1 (whether by legal action or otherwise).

Standstill Agreement. 3.1 During the Standstill Period, the Cinven Shareholders LBHI Parties shall not, directly or indirectly, and shall not authorize or permit any of their Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, Concordia (without limiting the right of the Cinven Shareholders and their Controlled Affiliates to vote in accordance with Section 3.1):AVB: (a) subject to Section 4.3, acquire, offer or seek to acquire3.1.1 Acquire, agree to acquire or make a any public proposal to acquire, by purchase directly or otherwise indirectly, Beneficial Ownership of common equity securities of AVB or any other securities of AVB entitled to vote generally in the election of directors of AVB (including through collectively, “Voting Securities”), or securities of the Company that are convertible, exchangeable or exercisable into Voting Securities (other than (i) the receipt of common equity securities of AVB pursuant to the Asset Purchase Agreement, (ii) the acquisition of Beneficial Ownership), any common equity securities (including any Equity of AVB or other Voting Securities or Voting Securities), or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares), if, immediately following such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-converted” basis) of the Cinven Shareholders and their respective Controlled Affiliates, as a groupresult of any stock splits, would not exceed the Standstill Level; (b) acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire any assets or business of Concordia or its Subsidiaries; (c) conduct, propose or seek to effect any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) or “take-over bid” (as such term is used in the Securities Act) or exchange offer stock dividends or other distributions or recapitalizations, reclassifications, reorganizations or similar transaction involving Equity Securities, Voting Securities transactions or any securities convertible into, or exercisable or exchangeable for, Equity Securities or offerings made available by AVB to holders of Voting Securities, in each case that has not been approved including rights offerings, and publicly recommended for acceptance by the shareholders of Concordia by the Board of Directors; (diii) otherwise act Jointly or In Concert with others to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiaries; provided that nothing in this clause (d) shall preclude the Cinven Shareholders or their Controlled Affiliates from engaging in discussions with Concordia or any Subsidiary of Concordia or its Representatives; (e) make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any “solicitation” of “proxies” (within the meaning of Regulation 14A promulgated under the Exchange Act) or consents to vote any Voting Securities or any of the voting securities an Affiliate of any Subsidiaries of Concordia (including through action by written consentLBHI Party in a Permitted Transfer); (f) conduct, propose or seek to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bid, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordia, or other similar transaction involving Concordia, any Subsidiary of Concordia or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; (g) call or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholders, or seek election or appointment to or to place a representative on the Board of Directors or seek the removal or suspension of any director from the Board of Directors, other than in accordance with Section 5.1; (h) deposit 3.1.2 Deposit any Voting Securities in a voting trust or similar Contract arrangement or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement (other than (x) with another LBHI Party or Contractany direct or indirect subsidiary of the LBHI Parties or (y) in connection with any transaction contemplated by the Asset Purchase Agreement or this Agreement), or grant any proxy with respect to any Voting Securities (in each case, other than with (x) to AVB or a person specified by AVB, in a proxy card provided to shareholders of AVB by or on behalf of AVB, (y) to another LBHI Party or any Cinven Shareholder direct or indirect subsidiary of the LBHI Parties, or (z) as otherwise necessary to permit any LBHI Party to vote Voting Securities as expressly permitted by Section 4.2); 3.1.3 Enter, agree to enter, propose or offer to enter into or facilitate any merger, business combination, tender offer, recapitalization, restructuring, change in control transaction or other similar extraordinary transaction involving AVB or any of its Controlled Affiliatessubsidiaries (excluding voting as a shareholder with respect to such a transaction, but subject to the terms and conditions of this Agreementextent permitted by Section 4.2, or tendering shares in a tender offer); (i) make any public proposal or publicly disclose any intention or plan3.1.4 Make, or cause in any way participate or authorize engage in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or advise or knowingly influence any Person (other than a controlled Affiliate of any LBHI Party) with respect to the voting of, any voting securities of AVB or any of its and their directorssubsidiaries; 3.1.5 Call, officersor seek to call, employeesa meeting of the shareholders of AVB or initiate any shareholder proposal for action by the shareholders of AVB; 3.1.6 Form, agentsjoin or in any way participate in a Group (within the meaning of Section 13(d)(3) of the Exchange Act) (other than with another LBHI Party or an Affiliate of any LBHI Party, advisors and or any direct or indirect subsidiary, of any LBHI Party), with respect to any voting securities of AVB; 3.1.7 Otherwise act, alone or in concert with others, to seek to control or influence the board of directors of AVB, or the management or policies of AVB (including, without limitation, the submission of nominees for election to the board of directors of AVB); 3.1.8 Publicly disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; 3.1.9 Advise or knowingly assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other Representatives Person or Group (within the meaning of Section 13(d)(3) of the Exchange Act) in connection with the foregoing; or 3.1.10 Propose, seek or request permission to do any of the foregoing, request to amend or waive any provision of this Article 3 (including, without limitation, this clause 3.1.10), make or seek permission to make any public proposal or publicly disclose any intention or plan on its or their behalf, inconsistent with the foregoing restrictions; (j) advise, assist, knowingly encourage or act as a financing source for or otherwise join or invest in any third party announcement with respect to any of the foregoing; or (k) contest foregoing or take any action that such Person reasonably believes will require AVB to make a public announcement regarding the validity ofpossibility of a business combination, merger or publicly seek an amendment, waiver, suspension other type or termination of, any provision of this Section 4.1 (including this subclause) or Section 3.1 (whether by legal action or otherwise)transaction described above.

Standstill Agreement. During IVAX agrees that for a period of ten (10) years from the Standstill PeriodEffective Date, the Cinven Shareholders shall notneither it nor any of its Affiliates will, unless specifically invited in writing by NaPro: (a) acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, directly or indirectly, alone or in concert with others, by purchase or otherwise, any direct or indirect beneficial interest in any NaPro voting securities of any type, including debt or equity securities, or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any -------- The portion of this agreement marked "*[TEXT REDACTED]" indicates that such portion has been omitted from this agreement and shall not authorize filed separately with the Commission pursuant to a Confidential Treatment Request NaPro voting securities; (b) make, or permit in any of their Controlled Affiliatesway participate in, directly or indirectly, toalone or in concert with others, without the prior written consent of, or waiver by, Concordia (without limiting the right any "solicitation" of the Cinven Shareholders and their Controlled Affiliates "proxies" to vote in accordance with Section 3.1): (a) subject to Section 4.3, acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities or Voting Securities), or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares), if, immediately following such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-converted” basis) of the Cinven Shareholders and their respective Controlled Affiliates, as a group, would not exceed the Standstill Level; (b) acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire any assets or business of Concordia or its Subsidiaries; (c) conduct, propose or seek to effect any “tender offer” (as such term is terms are used in Regulation 14D under the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the Exchange Act) or “take-over bid” (as such term is used in the Securities Act) or exchange offer or other similar transaction involving Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, in each case that has not been approved and publicly recommended for acceptance by the shareholders of Concordia by the Board of Directors; (d) otherwise act Jointly or In Concert with others to seek to control advise or influence in any manner whatsoever any person or entity with respect to the Board voting of Directorsany NaPro voting securities; (c) form, management or shareholders of Concordia or its Subsidiaries; provided that nothing in this clause (d) shall preclude the Cinven Shareholders or their Controlled Affiliates from engaging in discussions with Concordia or any Subsidiary of Concordia or its Representatives; (e) make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any “solicitation” of “proxies” way participate in a "group" (within the meaning of Regulation 14A promulgated under Section 13(d)(3) of the Exchange Act) with respect to any NaPro voting securities; (d) acquire, offer to acquire or consents agree to vote acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any Voting Securities of NaPro's assets, tangible and intangible, or (ii) direct or indirect rights, warrants or options to acquire any such assets, except for such assets as are then being offered for sale by NaPro; (e) arrange, or in any way participate, directly or indirectly, in any financing for the purchase of any NaPro voting securities or securities convertible or exchangeable into or exercisable for any NaPro voting securities or NaPro assets, except for such assets as are then being offered for sale by NaPro; (f) otherwise act, alone or in concert with others, to seek or propose to NaPro or any of the voting securities of its shareholders any Subsidiaries of Concordia (including through action by written consent); (f) conduct, propose or seek to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bidrestructuring, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase recapitalization or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordia, or other similar transaction involving Concordiato or with NaPro or otherwise seek, alone or in concert with others, to control, change or influence NaPro's management, board of directors or policies or nominate any Subsidiary person as a director of Concordia NaPro or propose any of their respective securities manner to be voted upon by NaPro's shareholders; or indebtedness(g) announce an intention to do, or enter into any discussionsagreement or understanding with others to do, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; actions restricted or prohibited under clauses (ga) call or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholders, or seek election or appointment to or to place a representative on the Board of Directors or seek the removal or suspension of any director from the Board of Directors, other than in accordance with Section 5.1; through (hf) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than with any Cinven Shareholder or any of its Controlled Affiliates, but subject to the terms and conditions of this Agreement); (i) make any public proposal or publicly disclose any intention or plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any public proposal or publicly disclose any intention or plan on its or their behalf, inconsistent with the foregoing restrictions; (j) advise, assist, knowingly encourage or act as a financing source for or otherwise join or invest in any third party with respect to any of the foregoing; or (k) contest the validity of, or publicly seek an amendment, waiver, suspension or termination of, any provision of this Section 4.1 (including this subclause) or Section 3.1 (whether by legal action or otherwise)Section.

Standstill Agreement. During (a) Unless and until the Noteholder Trustee shall receive notice in writing from the Administrative Agent that the conditions to the Standstill Termination Date have occurred, the Noteholder Trustee agrees not to take any Restricted Remedial Action or receive any Restricted Transfer that it knows is a Restricted Transfer; provided, however, that nothing in this Intercreditor Agreement shall restrict the right of the Noteholder Trustee or the Noteholders from receiving a Restricted Transfer from, or taking any Restricted Remedial Action against, the Parent or exercising other rights or remedies under the Noteholder Parent Guarantee for the purpose of establishing and maintaining rights against the Parent that are not greater than the rights of the holders of the Parent Notes against the Parent. The Administrative Agent agrees to give written notice to the Noteholder Trustee promptly upon, and, in any event, within five (5) business days after the occurrence of, any Standstill Termination Date. (1) Any payment or distribution, whether in cash or other property, or Lien to which the Noteholder Trustee or Noteholders would be entitled under the Noteholder Guarantees but for Section 4(a) above shall, instead, in the case of a payment or distribution, be paid over to the Administrative Agent for the benefit of the Lenders or, if received with knowledge of such prohibition by the Noteholder Trustee or any Noteholder, be held in trust for the Lenders and promptly be turned over to the Administrative Agent (with any necessary assignment or endorsement) for application against any Credit Facility Obligations then outstanding and, in the case of any such Lien, shall be released. (2) If, but for Section 4(a) above, the Noteholder Trustee or any Noteholder would be entitled to (i) any consensual Lien on property of the Company constituting a Restricted Transfer, (ii) any interest in Pledged Foreign Subsidiary Shares owned by the Company constituting a Restricted Transfer, (iii) any Other Lien on property of the Company constituting a Restricted Remedial Action or (iv) take any Restricted Remedial Action in respect of the Noteholder Pledge Agreement or in respect of any Pledged Foreign Subsidiary Shares owned by the Company, any payment or distribution in respect thereof shall, instead be paid over to the Administrative Agent for the benefit of the Lenders or, if received with knowledge of such prohibition by the Noteholder Trustee or any Noteholder, shall be held in trust for the Lenders and promptly be turned over to the Administrative Agent (with any necessary assignment or endorsement) for application against any Credit Facility Obligations then outstanding and, in the case of any Lien, shall be released. (c) If, after the Standstill Termination Date, any payment (in whole or in part) of any of the Credit Facility Obligations is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon any Insolvency Proceeding of any Person, the Noteholder Trustee and the Noteholders agree that (1) the Standstill Period shall immediately be reinstated upon such rescission or restoration and shall remain in effect until the next Standstill Termination Date, (2) any payments or distributions on account of the Noteholder Obligations received on account of Noteholder Subsidiary Guarantees prior to the reinstatement of the Standstill Period that would have been subject to turn over to the Administrative Agent under this Section 4 during the Standstill Period, shall promptly be turned over to the Cinven Shareholders shall not, directly Administrative Agent (with any necessary assignment or indirectly, and shall not authorize or permit any of their Controlled Affiliates, directly or indirectly, to, without endorsement) for application against the prior written consent of, or waiver by, Concordia (without limiting the right of the Cinven Shareholders and their Controlled Affiliates to vote Credit Facility Obligations in accordance with this Section 3.1): 4 and (a4) subject to Section 4.3thereafter, acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise (including through until the acquisition of Beneficial Ownership)next Standstill Termination Date, any securities (including any Equity Securities payments or Voting Securities), or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares), if, immediately following such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated distributions on an “as-converted” basis) account of the Cinven Shareholders Noteholder Subsidiary Guarantees received or receivable shall, to the extent otherwise provided in this Section 4, be held in trust and their respective Controlled Affiliates, turned over to the Administrative Agent (with any necessary assignment or endorsement) in accordance with this Section 4 as a group, would though the earlier Standstill Termination Date had not exceed the Standstill Level; (b) acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire any assets or business of Concordia or its Subsidiaries; (c) conduct, propose or seek to effect any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) or “take-over bid” (as such term is used in the Securities Act) or exchange offer or other similar transaction involving Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, in each case that has not been approved and publicly recommended for acceptance by the shareholders of Concordia by the Board of Directors;occurred. (d) otherwise act Jointly or In Concert with others to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiaries; provided that nothing Notwithstanding anything in this clause (d) Intercreditor Agreement to the contrary, during any Standstill Period, the Noteholder Trustee and the Noteholders shall preclude the Cinven Shareholders or their Controlled Affiliates not be prohibited from engaging in discussions with Concordia or any Subsidiary filing a proof of Concordia or its Representatives; (e) make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any “solicitation” of “proxies” (within the meaning of Regulation 14A promulgated under the Exchange Act) or consents to vote any Voting Securities or any of the voting securities of any Subsidiaries of Concordia (including through action by written consent); (f) conduct, propose or seek to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bid, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordia, or other similar transaction involving Concordia, any Subsidiary of Concordia or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; (g) call or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholders, or seek election or appointment to or to place a representative on the Board of Directors or seek the removal or suspension of any director from the Board of Directors, other than in accordance with Section 5.1; (h) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy claim with respect to any Voting Securities (in each casethe Noteholder Obligations, other than with any Cinven Shareholder from casting their vote or any abstaining from voting for or against a plan of its Controlled Affiliates, but subject to the terms and conditions of this Agreement); (ireorganization as permitted by Section 6(d) make any public proposal or publicly disclose any intention or planbelow, or cause or authorize taking any of its other actions to protect and preserve their directors, officers, employees, agents, advisors and other Representatives to make any public proposal or publicly disclose any intention or plan on its or their behalf, unsecured claims not inconsistent with the foregoing restrictions; (j) advise, assist, knowingly encourage or act as a financing source for or otherwise join or invest in any third party with respect to any of the foregoing; or (k) contest the validity of, or publicly seek an amendment, waiver, suspension or termination of, any provision terms of this Section 4.1 (including this subclause) or Section 3.1 (whether by legal action or otherwise)Intercreditor Agreement.

Standstill Agreement. During Except as otherwise expressly contemplated by this Agreement or the Standstill PeriodWarrants, or the Cinven Shareholders shall terms of any other security or instrument issued by the Company to any Buyer, or as may be otherwise necessary to enforce any such Buyer's rights or remedies under this Agreement or the Warrants, or any other security or instrument issued by the Company to any Buyer, each Buyer agrees that, for a period beginning on the date hereof and ending twelve (12) months following the date on which it no longer owns any Securities, it will not, directly or indirectlyindirectly (unless in any such cases specifically invited in writing to do so by the Board of Directors of the Company), and shall not authorize or permit do any of their Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, Concordia (without limiting the right of the Cinven Shareholders and their Controlled Affiliates to vote in accordance with Section 3.1):following: (a) subject except as acquired pursuant to Section 4.3or otherwise contemplated by this Agreement and the Warrants or as a result of any stock split, stock dividend or similar recapitalization by the Company, acquire, offer or seek to acquire, or agree to acquire or make a proposal to acquire, by purchase or otherwise otherwise, individually or by joining a partnership, limited partnership, syndicate or other "group" (including through as such term is used in Section 13(d)(3) of the acquisition Securities Exchange Act of Beneficial Ownership1934, as amended (the "EXCHANGE ACT" )) (any such act, to "acquire"), any securities (including any Equity Securities or Voting Securities)of the Company entitled to vote, or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire(collectively, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities"VOTING SECURITIES") convertible into or exercisable or exchangeable for Common Shares), if, immediately following after such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-converted” basis) Buyer would beneficially own 10% or more of the Cinven Shareholders and their respective Controlled Affiliates, as a group, would not exceed total combined voting power of the Standstill LevelCompany's Voting Securities then outstanding; (b) acquireform, offer join, participate in or seek to acquireencourage the formation of a partnership, agree to acquire limited partnership, syndicate or make a proposal to acquire any assets other group for the purpose of acquiring, holding or business disposing of Concordia or its SubsidiariesVoting Securities; (c) conductmake, propose or seek to effect in any “tender offer” way participate in, directly or indirectly, any "solicitation" of "proxies " (as such term is terms are defined or used in Regulation 14D 14A under the Exchange Act) or “take-over bid” become a "participant" in any "election contest" (as such term is terms are defined or used in Rule 14a-11 under the Securities Exchange Act) or exchange offer or other similar transaction involving Equity Securities, Voting Securities or any securities convertible intowith respect to the Company, or exercisable initiate, propose or exchangeable for, Equity Securities otherwise solicit stockholders of the Company for the approval of one or Voting Securities, in each case that has not been approved and publicly recommended for acceptance by more stockholder proposals with respect to the shareholders of Concordia by the Board of DirectorsCompany or induce or attempt to induce any other person to initiate any stockholder proposal; (d) otherwise act Jointly deposit any Voting Securities into a voting trust or In Concert subject them to any voting agreement or other agreement or arrangement with others respect to seek to control or influence the Board voting of Directors, management or shareholders of Concordia or its Subsidiaries; provided that nothing in this clause (d) shall preclude the Cinven Shareholders or their Controlled Affiliates from engaging in discussions with Concordia or any Subsidiary of Concordia or its Representativessuch Voting Securities; (e) make otherwise act, directly or join indirectly, alone or become a participant (as defined in Instruction 3 concert with others, to Item 4 seek to control the management, Board of Schedule 14A under Directors, policies or affairs of the Exchange Act) in Company, or solicit, propose, seek to effect or negotiate with any “solicitation” other person with respect to any form of “proxies” (within business combination transaction with the meaning of Regulation 14A promulgated under the Exchange Act) or consents to vote any Voting Securities Company or any of affiliate thereof, or any restructuring, recapitalization or similar transaction with respect to the Company or any affiliate thereof, or announce or disclose an intent, purpose, plan or proposal with respect to the Company or any voting securities inconsistent with the provisions of this Agreement, including an intent, purpose, plan or proposal that is conditioned on or would require the Company to waive the benefit of or amend any Subsidiaries provision of Concordia (including through action this Agreement, or assist, participate in, facilitate or encourage or solicit any effort or attempt by written consent); (f) conduct, propose any person to do or seek to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bid, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordia, or other similar transaction involving Concordia, any Subsidiary of Concordia or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding do any of the foregoing; (gf) call encourage or seek render advice to call a meeting of shareholders of Concordia or initiate make any shareholder recommendation or proposal for action of Concordia’s shareholdersto any person, or seek election directly or appointment to or to place a representative on the Board of Directors or seek the removal or suspension of any director from the Board of Directorsindirectly participate, other than in accordance with Section 5.1; (h) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than with any Cinven Shareholder or any of its Controlled Affiliates, but subject to the terms aid and conditions of this Agreement); (i) make any public proposal or publicly disclose any intention or plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any public proposal or publicly disclose any intention or plan on its or their behalf, inconsistent with the foregoing restrictions; (j) advise, assist, knowingly encourage or act as a financing source for abet or otherwise join or invest induce any person to engage in any third party with respect to any of the foregoingactions prohibited by this Section 8 or to engage in any actions inconsistent with such prohibitions; orand (kg) contest take any actions which would require that a filing be made under the validity of, or publicly seek an amendment, waiver, suspension or termination of, any provision Hart-Xxxxx-Xxxxxx Xxxi-trust Improvements Act of this Section 4.1 1976 without providing the Company with fifteen (including this subclause15) or Section 3.1 (whether by legal action or otherwise)days advance notice.

Standstill Agreement. During [**] neither AstraZeneca nor any of its controlled Affiliates or its Affiliates under common control (collectively the Standstill Period“AstraZeneca Related Parties”) will, the Cinven Shareholders shall notin any manner, directly or indirectly, and shall not authorize or permit any of their Controlled Affiliatesdo the following unless requested by Ironwood, directly or indirectly, to, without except in connection with the prior written consent of, or waiver by, Concordia (without limiting the right of the Cinven Shareholders and their Controlled Affiliates to vote in accordance with Section 3.1):transactions contemplated by this Agreement: (a) subject to Section 4.3make, acquireeffect, offer initiate, directly participate in or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise cause (including through the i) any acquisition of Beneficial Ownership), beneficial ownership of any voting securities (including any Equity Securities or Voting Securities), or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares)Ironwood, if, immediately following after such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-converted” basis) AstraZeneca Related Parties would beneficially own more than ten percent of the Cinven Shareholders and their respective Controlled outstanding common stock of Ironwood provided that the AstraZeneca Related Parties may own an amount in excess of such percentage to the extent resulting exclusively from actions taken by Ironwood or its Affiliates, as a group, would not exceed the Standstill Level; (bii) acquire, offer any acquisition of all or seek substantially all of the assets of Ironwood; provided this subsection (ii) will not apply to acquire, agree the acquisition by the AstraZeneca Related Parties of a license or other rights to acquire or make a proposal to acquire any Ironwood assets or business of Concordia or its Subsidiariestechnology under terms negotiated by the Parties; (ciii) conduct, propose or seek to effect any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) , exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or “take-over bid” (as such term is used in the Securities Act) or exchange offer or other similar extraordinary transaction involving Equity Securities, Voting Securities or any securities convertible intoIronwood, or exercisable involving any voting securities or exchangeable for, Equity Securities or Voting Securities, in each case that has not been approved and publicly recommended for acceptance by material portion of the shareholders assets of Concordia by the Board of Directors; Ironwood (d) except as otherwise act Jointly or In Concert with others to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiariespermitted hereunder); provided that nothing in this clause subsection (diii) shall preclude will not apply to such a transaction by the Cinven Shareholders AstraZeneca Related Parties involving a license or their Controlled Affiliates from engaging in discussions with Concordia other rights to Ironwood assets or any Subsidiary of Concordia or its Representatives;technology under terms negotiated by the Parties; or (eiv) make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any “solicitation” of “proxies” (within as those terms are used in the meaning proxy rules of Regulation 14A promulgated under the Securities and Exchange ActCommission) or consents with respect to vote any Voting Securities voting securities of Ironwood; [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (b) form, join or participate in a Group with respect to the beneficial ownership of any voting securities of Ironwood; (c) act, alone or in concert with others, to seek to control the management, board of directors or policies (except as they related to the activities under this Agreement) of Ironwood; (d) take any action that might require Ironwood to make a public announcement regarding any of the voting securities types of any Subsidiaries of Concordia (including through action by written consentmatters set forth in Section 5.6(a)(i); (fe) conduct, propose or seek to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bid, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordia, or other similar transaction involving Concordia, any Subsidiary of Concordia or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) agreement with any other Person regarding any of the foregoing; (g) call or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholders, or seek election or appointment to or to place a representative on the Board of Directors or seek the removal or suspension of any director from the Board of Directors, other than in accordance with Section 5.1; (h) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than with any Cinven Shareholder or any of its Controlled Affiliates, but subject to the terms and conditions of this Agreement); (i) make any public proposal or publicly disclose any intention or plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any public proposal or publicly disclose any intention or plan on its or their behalf, inconsistent with the foregoing restrictions; (j) advise, assist, knowingly encourage or act as a financing source for or otherwise join or invest in any third party with respect person relating to any of the foregoing; or (kf) contest publicly request or propose that Ironwood amend, waive or consider the validity amendment or waiver of any provision set forth in this Section 5.6. Notwithstanding the foregoing, the provisions of this Section 5.6 will not apply to (i) the exercise by any of the AstraZeneca Related Parties of any rights available to shareholders generally pursuant to any transaction described in Section 5.6(a) above, provided that such AstraZeneca Related Party has not then either directly or as a member of a Group made, effected, initiated or caused such transaction to occur, (ii) the acquisition of, or publicly seek an amendmentoffering to acquire, waiverdirectly or indirectly, suspension any, company or termination ofbusiness unit (other than Ironwood) that beneficially owns Ironwood voting securities so long as such company or business unit’s acquisition of Ironwood’s securities was not made on AstraZeneca’s behalf, provided that although the AstraZeneca Related Parties shall not be required to divest the holdings of Ironwood’s securities by such company or business unit upon acquisition thereof, such holdings when aggregated with the then-existing holdings of Ironwood securities of the AstraZeneca Related Parties may prevent the AstraZeneca Related Parties, pursuant to the terms of Section 5.6(a)(i), from acquiring additional Ironwood securities, (iii) the making of any non-public proposal, or entering into any commercial transaction with respect to, or otherwise consummating, any provision commercial transaction in the ordinary course of the business or the Parties’ ongoing business relationships or (iv) any activity by any of the AstraZeneca Related Parties after (1) Ironwood has made any public announcement of its intent to solicit or engage in any transaction of the type which if consummated would constitute a Combination, (2) Ironwood enters into an agreement or an agreement in principle providing for a Combination or Ironwood redeems any rights under or modifies or agrees to modify a shareholder rights plan to facilitate any specific Combination, or (3) a tender or exchange offer which if consummated would constitute a Combination is made and the Board of Directors of Ironwood either accepts such offer or fails to recommend that its stockholders reject such offer within ten business days from the date of commencement of such offer, provided, however, that, the provisions of this Section 4.1 5.6 will again be applicable, in each case, (including y) if Ironwood terminates such [**] = Portions of this subclauseexhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. transaction (if entered into previously) or announces its intent to terminate such transaction (if only an announcement has then been made), withdraws such recommendation or rejects such offer, each as applicable, and (z) (A) such AstraZeneca Related Party has not previously made any public announcement of its intent to solicit or engaged in any transaction of the type referred to in Section 3.1 5.6(a) above, or (whether B) in the event that such public announcement has been made by legal action any of the AstraZeneca Related Parties, such AstraZeneca Related Party has terminated or otherwise)announced its intent to terminate such transaction.

Standstill Agreement. During [**], neither AstraZeneca nor any of its controlled Affiliates or its Affiliates under common control (collectively the Standstill Period“AstraZeneca Related Parties”) will, the Cinven Shareholders shall notin any manner, directly or indirectly, and shall not authorize or permit any of their Controlled Affiliatesdo the following unless requested by Ironwood, directly or indirectly, to, without except in connection with the prior written consent of, or waiver by, Concordia (without limiting the right of the Cinven Shareholders and their Controlled Affiliates to vote in accordance with Section 3.1):transactions contemplated by this Agreement: (a) subject to Section 4.3make, acquireeffect, offer initiate, directly participate in or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise cause (including through the i) any acquisition of Beneficial Ownership), beneficial ownership of any voting securities (including any Equity Securities or Voting Securities), or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares)Ironwood, if, immediately following after such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-converted” basis) AstraZeneca Related Parties would beneficially own more than ten percent of the Cinven Shareholders and their respective Controlled outstanding common stock of Ironwood provided that the AstraZeneca Related Parties may own an amount in excess of such percentage to the extent resulting exclusively from actions taken by Ironwood or its Affiliates, as a group, would not exceed the Standstill Level; (bii) acquire, offer any acquisition of all or seek substantially all of the assets of Ironwood; provided this subsection (ii) will not apply to acquire, agree the acquisition by the AstraZeneca Related Parties of a license or other rights to acquire or make a proposal to acquire any Ironwood assets or business of Concordia or its Subsidiariestechnology under terms negotiated by the Parties; (ciii) conduct, propose or seek to effect any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) , exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or “take-over bid” (as such term is used in the Securities Act) or exchange offer or other similar extraordinary transaction involving Equity Securities, Voting Securities or any securities convertible intoIronwood, or exercisable involving any voting securities or exchangeable for, Equity Securities or Voting Securities, in each case that has not been approved and publicly recommended for acceptance by material portion of the shareholders assets of Concordia by the Board of Directors; Ironwood (d) except as otherwise act Jointly or In Concert with others to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiariespermitted hereunder); provided that nothing in this clause subsection (diii) shall preclude will not apply to such a transaction by the Cinven Shareholders AstraZeneca Related Parties involving a license or their Controlled Affiliates from engaging in discussions with Concordia other rights to Ironwood assets or any Subsidiary of Concordia or its Representatives;technology under terms negotiated by the Parties; or (eiv) make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any “solicitation” of “proxies” (within as those terms are used in the meaning proxy rules of Regulation 14A promulgated under the Securities and Exchange ActCommission) or consents with respect to vote any Voting Securities voting securities of Ironwood; (b) form, join or participate in a Group with respect to the beneficial ownership of any voting securities of Ironwood; (c) act, alone or in concert with others, to seek to control the management, board of directors or policies (except as they related to the activities under this Agreement) of Ironwood; (d) take any action that might require Ironwood to make a public announcement regarding any of the voting securities types of any Subsidiaries of Concordia (including through action by written consentmatters set forth in Section 7.6(a)(i); (fe) conduct, propose or seek to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bid, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordia, or other similar transaction involving Concordia, any Subsidiary of Concordia or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) agreement with any other Person regarding any of the foregoing; (g) call or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholders, or seek election or appointment to or to place a representative on the Board of Directors or seek the removal or suspension of any director from the Board of Directors, other than in accordance with Section 5.1; (h) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than with any Cinven Shareholder or any of its Controlled Affiliates, but subject to the terms and conditions of this Agreement); (i) make any public proposal or publicly disclose any intention or plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any public proposal or publicly disclose any intention or plan on its or their behalf, inconsistent with the foregoing restrictions; (j) advise, assist, knowingly encourage or act as a financing source for or otherwise join or invest in any third party with respect person relating to any of the foregoing; or (kf) contest publicly request or propose that Ironwood amend, waive or consider the validity amendment or waiver of any provision set forth in this Section 7.6. Notwithstanding the foregoing, the provisions of this Section 7.6 will not apply to (i) the exercise by any of the AstraZeneca Related Parties of any rights available to shareholders generally pursuant to any transaction described in Section 7.6(a) above, provided that such AstraZeneca Related Party has not then either directly or as a member of a Group made, effected, initiated or caused such transaction to occur, (ii) the acquisition of, or publicly seek an amendmentoffering to acquire, waiverdirectly or indirectly, suspension any, company or termination ofbusiness unit (other than Ironwood) that beneficially owns Ironwood voting securities so long as such company or business unit’s acquisition of Ironwood’s securities was not made on AstraZeneca’s behalf, provided that although the AstraZeneca Related Parties shall not be required to divest the holdings of Ironwood’s securities by such company or business unit upon acquisition thereof, such holdings when aggregated with the then-existing holdings of Ironwood securities of the AstraZeneca Related Parties may prevent the AstraZeneca Related Parties, pursuant to the terms of Section 7.6(a)(i), from acquiring additional Ironwood securities, (iii) the making of any non-public proposal, or entering into any commercial transaction with respect to, or otherwise consummating, any provision commercial transaction in the ordinary course of the business or the Parties’ ongoing business relationships or (iv) any activity by any of the AstraZeneca Related Parties after (1) Ironwood has made any public announcement of its intent to solicit or engage in any transaction of the type which if consummated would constitute a Combination, (2) Ironwood enters into an agreement or an agreement in principle providing for a Combination or Ironwood redeems any rights under or modifies or agrees to modify a shareholder rights plan to facilitate any specific Combination, or (3) a tender or exchange offer which if consummated would constitute a Combination is made and the Board of Directors of Ironwood either accepts such offer or fails to recommend that its stockholders reject such offer within ten business days from the date of commencement of such offer, provided, however, that, the provisions of this Section 4.1 7.6 will again be applicable, in each case, (including this subclausey) if Ironwood terminates such transaction (if entered into previously) or announces its intent to terminate such transaction (if only an announcement has then been made), withdraws such recommendation or rejects such offer, each as applicable, and (z) (A) such AstraZeneca Related Party has not previously made any public announcement of its intent to solicit or engaged in any transaction of the type referred to in Section 3.1 7.6(a) above, or (whether B) in the event that such public announcement has been made by legal action any of the AstraZeneca Related Parties, such AstraZeneca Related Party has terminated or otherwise)announced its intent to terminate such transaction.

Standstill Agreement. During 1. The Investors agree that the “Standstill Period” shall commence on the date of this Agreement and shall terminate concurrently with the termination of the Standstill Period set forth in the Settlement Agreement of even date herewith among the Company, Xxxx, Xxxxxx Xxxx, Xxxxxx Xxxx, Xxxx Brothers and the Trust. 2. The Investors agree that, during the Standstill Period, the Cinven Shareholders shall not, directly or indirectly, and shall not authorize or permit any of their Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, Concordia (without limiting the right of the Cinven Shareholders Board specifically expressed in a resolution adopted by a majority of the directors of the Company who are not Investors or affiliates or associates of any Investor or members of a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and their Controlled Affiliates the rules and regulations promulgated thereunder (the “Exchange Act”)) in which any Investor or any of its affiliates or associates is a member, no Investor shall, directly or indirectly: a. acquire, announce an intention to vote in accordance with Section 3.1): (a) subject to Section 4.3, acquire, offer or seek propose to acquire, or agree to acquire acquire, directly or make a proposal to acquireindirectly, by purchase or otherwise (including through the acquisition otherwise, beneficial ownership of Beneficial Ownership), any securities (including any Equity Securities Common Stock or other Voting Securities, or direct or indirect rights to options to acquire (through purchase, exchange, conversion or otherwise) any Common Stock or other Voting Securities other than Common Stock or other Voting Securities (i) received as a result of a stock dividend, stock distribution or stock split or (ii) issued by the Company in connection with any reorganization or recapitalization of the Company; b. solicit proxies (or written consents) or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents), or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make otherwise become a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares), if, immediately following such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-convertedparticipant” basis) of the Cinven Shareholders and their respective Controlled Affiliates, as in a group, would not exceed the Standstill Level; (b) acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire any assets or business of Concordia or its Subsidiaries; (c) conduct, propose or seek to effect any “tender offersolicitation” (as such term is used in Regulation 14D under the Exchange Act) or “take-over bid” (as such term is used in the Securities Act) or exchange offer or other similar transaction involving Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, in each case that has not been approved and publicly recommended for acceptance by the shareholders of Concordia by the Board of Directors; (d) otherwise act Jointly or In Concert with others to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiaries; provided that nothing in this clause (d) shall preclude the Cinven Shareholders or their Controlled Affiliates from engaging in discussions with Concordia or any Subsidiary of Concordia or its Representatives; (e) make or join or become a participant (as terms are defined in Instruction 3 to of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act) in opposition to the recommendation or proposal of the Board, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of (or the execution of a written consent in respect of) the Common Stock or other Voting Securities, or execute any written consent in lieu of a meeting of the holders of the Common Stock or other Voting Securities or grant a proxy with respect to the voting of the Common Stock or other Voting Securities to any person other than to the Board or persons appointed as proxies by the Board; c. initiate, propose or submit one or more stockholder proposals or induce or attempt to induce any other person to initiate any stockholder proposal; d. seek to call, or to request the call of, a special meeting of the Company’s stockholders, or make a request for a list of the Company’s stockholders; e. form, join or in any way participate in a “solicitation” of “proxiesgroup” (within the meaning of Regulation 14A promulgated under Section 13(d)(3) of the Exchange Act) for the purpose of acquiring holding, voting or consents to vote disposing of any Voting Securities or any securities of the voting securities of any Subsidiaries of Concordia (including through action by written consent)Company; (f) conductf. vote for any nominee or nominees for election to the Board, propose other than those nominated or seek supported by the Board, and no Investor other than as provided herein shall consent to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bid, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase or license of become a material portion nominee for election as a member of the assets, properties, securities Board unless such Investor is nominated or indebtedness of Concordia or any Subsidiary of Concordia, or other similar transaction involving Concordia, any Subsidiary of Concordia or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of supported by the foregoingBoard; (g) call g. seek, alone or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholdersin concert with others, or seek election or appointment to or to place a representative or other affiliate or nominee on the Board of Directors or seek the removal or suspension of any director from member of the Board or a change in the size or composition of Directors, other than in accordance with Section 5.1the Board; (h) h. deposit any Common Stock or other Voting Securities in a voting trust or similar Contract or subject enter into any Voting Securities to any voting agreement, pooling other arrangement or similar arrangement or Contract, or grant any proxy agreement with respect to the voting thereof; i. acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including beneficial ownership) of any Voting Securities (of the assets or business of the Company or any rights or options to acquire any such assets or business from any person; j. seek, propose, or make any statement with respect to, or solicit, negotiate with, or provide any information to any person with respect to, a merger, consolidation, acquisition of control or other business combination, tender or exchange offer, purchase, sale or transfer of assets or securities, dissolution, liquidation, reorganization, recapitalization, dividend, share repurchase or similar transaction involving the Company, its subsidiaries or its business, whether or not any such transaction involves a change of control of the Company; k. take any action, alone or in each case, other than concert with any Cinven Shareholder other person, advise, finance, assist or participate in or encourage any person to take any action which is prohibited to be taken by any Investor or any of its Controlled Affiliates, but subject affiliates or associates pursuant to the terms and conditions of this Agreement), or make any investment in or enter into any arrangement with, any other person that engages, or offers or proposes to engage in any of the foregoing; (i) make any public proposal or publicly l. disclose any intention or planpublicly, or cause privately in a manner that could reasonably be expected to become public, any intention, plan or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any public proposal or publicly disclose any intention or plan on its or their behalf, arrangement inconsistent with the foregoing restrictions; (j) advise, assist, knowingly encourage or act as a financing source for or otherwise join or invest in any third party with respect to any of the foregoing; or (k) contest m. take any action challenging the validity of, or publicly seek an amendment, waiver, suspension or termination of, enforceability of any provision provisions of this Section 4.1 (including II; provided that nothing in this subclause) Section II or Section 3.1 (whether by legal action elsewhere in this Agreement shall prohibit any Investor from making any statement or otherwise)disclosure required under the federal securities laws or other applicable laws.

Standstill Agreement. During (a) Prior to the Standstill Period, seven (7) year anniversary of the Cinven Shareholders shall not, directly or indirectly, and shall not authorize or permit any of their Controlled Affiliates, directly or indirectly, toClosing, without the prior written consent of, or waiver by, Concordia (without limiting the right of the Cinven Shareholders and their Controlled Affiliates Company, except (i) by way of stock dividend, stock split, reorganization, recapitalization, merger, consolidation or other like distributions made to vote in accordance with Section 3.1): holders of Equity Securities generally or (aii) subject pursuant to Section 4.3the terms of any stock option, acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire, by stock purchase or otherwise other similar plans for Directors, if any, each Significant Stockholder (including through the acquisition so long as it is a Significant Stockholder) covenants and agrees that such Significant Stockholder shall not, and shall not permit any other member of Beneficial Ownership)its Restricted Group to, any securities (including any Equity Securities directly or Voting Securities)indirectly, or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including or publicly announce or otherwise disclose an intention to propose to acquire) or offer to acquire, by purchase or otherwise, beneficial ownership of any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares), if, not beneficially owned by them immediately following such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-converted” basis) of the Cinven Shareholders and their respective Controlled Affiliates, as a group, would not exceed the Standstill Level;Closing. (b) acquireNotwithstanding anything in Section 3.2(a) to the contrary, offer the Crestview Stockholder will be permitted to (i) exercise the Crestview Class A Warrants and (ii) subject to the last sentence in this Section 3.2(b), directly or seek to indirectly, acquire, agree to acquire or make a proposal to acquire (or publicly announce or otherwise disclose an intention to propose to acquire) beneficial ownership of a number of shares that would not cause the Crestview Stockholder to beneficially own more than 64,804,148 shares of Common Stock, as such number may be proportionately adjusted for stock splits, reverse stock splits and the like after the date of this Agreement. With respect to any assets or business shares of Concordia Common Stock beneficially owned by the Crestview Stockholder or its Subsidiaries;Affiliates in excess of 51,843,318 shares of Common Stock, such shares, in any matters submitted for the vote or consent of holders of the Company’s Common Stock, shall be voted (or consents executed in respect thereof) by the Crestview Stockholder and its Affiliates, as applicable, in accordance with the recommendation of, or at the direction of, the Board (with each Director who was nominated for election to the Board as a designee of the Crestview Stockholder recusing himself from such direction). (c) conductNotwithstanding anything in this Section 3.2 to the contrary, propose or seek to effect any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) or “take-over bid” (as such term is used in the Securities Act) or exchange offer or other similar transaction involving Equity Securities, Voting Securities a Significant Stockholder or any securities convertible into, or exercisable or exchangeable for, member of its Restricted Group shall not be prohibited from making a confidential proposal to the Board to acquire additional Equity Securities or Voting Securities, in each case that has not been approved and publicly recommended for acceptance by the shareholders of Concordia by if the Board of Directors; (d) otherwise act Jointly or In Concert with others to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiaries; provided that nothing in this clause (d) shall preclude the Cinven Shareholders or their Controlled Affiliates from engaging in discussions with Concordia or any Subsidiary of Concordia or its Representatives; (e) make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any “solicitation” of “proxies” (within the meaning of Regulation 14A promulgated under the Exchange Act) or consents to vote any Voting Securities or any of the voting securities of any Subsidiaries of Concordia (including through action by written consent); (f) conduct, propose or seek to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bid, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordia, or other similar transaction involving Concordia, any Subsidiary of Concordia or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; (g) call or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholders, or seek election or appointment to or to place a representative on the Board of Directors or seek the removal or suspension of any director from the Board of Directors, other than in accordance with Section 5.1; (h) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than with any Cinven Shareholder or any of its Controlled Affiliates, but subject to the terms and conditions of this Agreement); (i) make any public proposal or publicly disclose any intention or plandetermines to effect, or cause or authorize any of its and their directorsto solicit proposals to effect, officers, employees, agents, advisors and other Representatives to make any public proposal or publicly disclose any intention or plan on its or their behalf, inconsistent with the foregoing restrictions; (j) advise, assist, knowingly encourage or act as a financing source for or otherwise join or invest in any third party with respect to any Sale of the foregoing; or (k) contest the validity ofCompany, or publicly seek an amendment, waiver, suspension or termination of, any provision (ii) causes the Company to enter into a definitive agreement providing for the Sale of this Section 4.1 (including this subclause) or Section 3.1 (whether by legal action or otherwise)the Company.

Standstill Agreement. (a) During the Standstill Period, period commencing on the Cinven Shareholders shall not, directly or indirectly, date hereof and shall not authorize or permit any ending on the tenth anniversary of their Controlled Affiliates, directly or indirectly, tothis Agreement (the "STANDSTILL PERIOD"), without the prior written consent ofof CommScope, Furukawa shall not, and Furukawa shall cause Furukawa's Affiliates not to, directly or waiver byindirectly, Concordia (without limiting the right of the Cinven Shareholders and their Controlled Affiliates to vote alone or in accordance concert with Section 3.1):others: (a) subject to Section 4.3, acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities or Voting Securities), or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares), if, immediately following such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-converted” basis) of the Cinven Shareholders and their respective Controlled Affiliates, as a group, would not exceed the Standstill Level; (bi) acquire, offer or seek propose to acquire or agree to acquire, agree whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of CommScope or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or make a proposal any combination of the foregoing) any Voting Securities, other than (a) the purchase of Voting Securities expressly permitted by the Purchase Agreement or (b) the acquisition of Voting Securities, Derivative Securities or any other securities of CommScope or any rights to acquire any assets Voting Securities as a result of any stock split, stock dividends or business other distributions, recapitalizations or offerings made available by CommScope to holders of Concordia or its SubsidiariesVoting Securities generally; (cii) conduct, propose or seek to effect any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) merger, business combination, restructuring, recapitalization or “take-over bid” (as such term is used in the Securities Act) or exchange offer or other similar transaction involving Equity Securities, Voting Securities CommScope or any securities convertible into, of its Subsidiaries or exercisable the sale or exchangeable for, Equity Securities or Voting Securities, in each case that has not been approved and publicly recommended for acceptance by other disposition outside the shareholders ordinary course of Concordia by business of any portion of the Board assets of Directors; (d) otherwise act Jointly or In Concert with others to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiaries; provided that nothing in this clause (d) shall preclude the Cinven Shareholders or their Controlled Affiliates from engaging in discussions with Concordia CommScope or any Subsidiary of Concordia or its Representatives; (e) make or join or become a participant Subsidiaries other than CommScope's Membership Interest in OFS BrightWave, LLC (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any “solicitation” of “proxies” (within the meaning of Regulation 14A promulgated under the Exchange Act) or consents to vote any Voting Securities or any of the voting securities of any Subsidiaries of Concordia (including through action by written consentOFS BrightWave, LLC Agreement); (f) conduct, propose or seek to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bid, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordia, or other similar transaction involving Concordia, any Subsidiary of Concordia or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; (g) call or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholders, or seek election or appointment to or to place a representative on the Board of Directors or seek the removal or suspension of any director from the Board of Directors, other than in accordance with Section 5.1; (hiii) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contractagreement with respect to the voting of such Voting Securities; (iv) seek election to, seek to place a representative on, or grant seek the removal of any proxy member of, the Board; (v) engage in any "solicitation" (within the meaning of Rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to CommScope, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by Furukawa or its Affiliates is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of CommScope; (vi) call or seek to have called any meeting of the stockholders of CommScope; (vii) initiate, propose or otherwise solicit stockholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to CommScope; (viii) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities (in each case, other than a 13D Group consisting solely of Furukawa and its respective Subsidiaries; (ix) otherwise act, alone or in concert with any Cinven Shareholder others, to seek control or any influence the management, the Board or the policies of its Controlled Affiliates, but subject to CommScope in a manner designed or having the terms and conditions deliberate effect of circumventing the restrictions otherwise imposed under this AgreementSection 3.1(a); (ix) make any public proposal disclose or publicly disclose announce any intention intention, plan or plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any public proposal or publicly disclose any intention or plan on its or their behalf, arrangement inconsistent with the foregoing restrictions; (j) advise, assist, knowingly encourage or act as a financing source for or otherwise join or invest in any third party with respect to any of the foregoing; or (kxi) contest advise, assist or encourage or finance any other persons in connection with any of the validity offoregoing types of activities. (b) Notwithstanding the foregoing, or publicly seek an amendment, waiver, suspension or termination of, any provision the provisions of paragraph (a) of this Section 4.1 3.1 shall cease to apply if: (including this subclausei) CommScope enters into a definitive agreement contemplating a Change in Control Transaction or consummates a Change in Control Transaction; (ii) the Board publicly announces its intention to solicit or publicly solicits any proposal or publicly approves, accepts, authorizes or recommends to stockholders of CommScope their approval of or the conveyance of shares pursuant to a Change in Control Transaction; or (iii) in connection with a bona fide tender or exchange offer made by any Person or 13D Group, other than a 13D Group consisting solely of Furukawa and its respective Subsidiaries, the Board determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem or modify (to render inapplicable thereto) the Rights or the Amended Rights Agreement (or a substantially similar agreement) or the Rights or the Amended Rights Agreement (or a substantially similar agreement) does not, for any other reason, apply to such tender or exchange offer or (iv) Furukawa and Furukawa's Affiliates Beneficially Own in the aggregate less than 2.5% of the outstanding Common Stock; PROVIDED, HOWEVER that if Furukawa and Furukawa's Affiliates at any time during the Standstill Period Beneficially Own in the aggregate 2.5% or more of the outstanding Common Stock, the provision of paragraph (a) of this Section 3.1 will apply for the balance of the Standstill Period or, if earlier, until such time that Furukawa and Furukawa's Affiliates again Beneficially Own in the aggregate less than 2.5% of the outstanding Common Stock. (whether c) Furukawa agrees that from the date hereof until the earliest of: (i) March 16, 2006; (ii) the date on which CommScope delivers written notice of exercise of the OFS BrightWave Put pursuant to Section 5.6 of the MOU; (iii) the date on which CommScope enters into a definitive agreement contemplating a Change in Control Transaction or consummates a Change in Control Transaction or (iv) in connection with a bona fide tender or exchange offer made by legal action any Person or otherwise13D Group, other than a 13D Group consisting solely of Furukawa and its respective Subsidiaries, the Board determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem or modify (to render inapplicable thereto) the Rights or the Amended Rights Agreement (or a substantially similar agreement) or the Rights or the Amended Rights Agreement (or a substantially similar agreement) does not, for any other reason, apply to such tender or exchange offer (such period from the date thereof to the earliest of the events described in clauses (i)-(iv) being referred to as the "Holding Period"), Furukawa shall not, and Furukawa shall cause Furukawa's Affiliates not to, Sell (or enter into any agreement or arrangement to Sell) any Shares to any Person other than the Company without the prior written consent of the Board except Sales (A) to Subsidiaries of Furukawa or (B) pursuant to a Change in Control Transaction, tender offer or exchange offer approved by the Board. At any time, after the end of the Holding Period, Furukawa or its Affiliates may Sell all or any part of the Shares Beneficially Owned by it, subject to compliance with applicable federal and state securities laws. (d) Notwithstanding the foregoing, if CommScope or its Subsidiaries effect a Direct Transfer (as defined in the OFS BrightWave, LLC Agreement) of all or any part of its Membership Interests (as defined in the OFS BrightWave, LLC Agreement) then, on or after the date such Direct Transfer is completed, Furukawa or its Affiliates shall have the right, but not the obligation, to Sell, subject to compliance with applicable federal and state securities laws, all or any part of the Shares Beneficially Owned by it to any Person upon ten calendar days written notice to CommScope of such Sale.

Standstill Agreement. During 1.1 Shareholder agrees that, except to the extent provided in Section 1.2, during the period beginning on the date of this Agreement and ending on the date five years after the date of this Agreement ("Standstill PeriodTerm"), the Cinven Shareholders shall notit will not acquire or agree to acquire, directly or indirectly, and shall not authorize cause or permit any "Affiliate" (as hereinafter defined) or any Group (as hereinafter defined) of their Controlled Affiliateswhich Shareholder is a member to acquire or agree to acquire, directly or indirectly, to, without the prior written consent of, or waiver by, Concordia (without limiting the right of the Cinven Shareholders and their Controlled Affiliates to vote in accordance with Section 3.1): (a) subject to Section 4.3, acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities or Voting Securities), or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of ConcordiaCommon Stock, or any other securities (including any Equity Securities or "Other Voting Securities") of Team that entitle the holder thereof to vote or indebtedness convertible into may entitle the holder thereof to vote under certain circumstances (including but not limited to the right to vote on matters as to which the Texas Business Corporation Act ("TBCA") and/or the articles of incorporation or exercisable bylaws of Team require or exchangeable for permit voting by a class of securities that ordinarily does not have the right to vote on matters submitted to a vote of Shareholder), (b) any such securities option, warrant or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal other right to acquire Common Shares (and any securities (including any Equity Securities Stock or Other Voting Securities, (c) any option, warrant or other right to acquire securities or other rights convertible into or exercisable or exchangeable for Common SharesStock or Other Voting Securities, or (d) any right or power ("Voting Right") to vote, or to control, direct or influence the manner of voting of, Common Stock or Other Voting Securities, or any option or other right to acquire a Voting Right. The ownership or possession of, or right to acquire ownership or possession of, Common Stock, 2 Other Voting Securities or Voting Rights (collectively, "Team Voting Securities") as covered in items (a), if(b), immediately following such acquisition, (c) and (d) above are sometimes collectively referred to hereinafter as "Voting Power." 1.2 The restrictions set forth in Section 1.1 shall not apply to Shareholder or its Affiliate or Group if (a) at the aggregate Beneficial Ownership time of Common Shares (for greater certainty, all Equity Securities held by a proposed transaction otherwise subject to Section 1.1 the Cinven Shareholders Shareholder and their Controlled its Affiliates shall be aggregated on an “as-converted” basis) and any Group of which it is a member collectively have Voting Power with respect to no more than 30% of the Cinven Shareholders issued and their respective Controlled Affiliatesoutstanding shares of Team Voting Securities, as a group, would not exceed the Standstill Level; and (b) acquire, offer or seek upon consummation of the proposed transaction the Shareholder and Affiliates and any Group of which it is a member will continue to acquire, agree have Voting Power with respect to acquire or make a proposal to acquire any assets or business no more than 30% of Concordia or its Subsidiaries; (c) conduct, propose or seek to effect any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) or “take-over bid” (as such term is used in the Securities Act) or exchange offer or other similar transaction involving Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or issued and outstanding shares of Team Voting Securities, in each case that has not been approved and publicly recommended for acceptance by the shareholders of Concordia by the Board of Directors; (d) otherwise act Jointly or In Concert determined on a Fully Diluted Basis. "Fully Diluted Basis" means, with others respect to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiaries; provided that nothing in this clause (d) shall preclude the Cinven Shareholders or their Controlled Affiliates from engaging in discussions with Concordia or any Subsidiary of Concordia or its Representatives; (e) make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any “solicitation” of “proxies” (within the meaning of Regulation 14A promulgated under the Exchange Act) or consents to vote any Voting Securities or any calculating percentage ownership of the voting securities Common Stock, treating as currently issued and outstanding all shares of any Subsidiaries of Concordia (including through action by written consent); (f) conductCommon Stock that Team may be required to issue in the future in connection with currently valid, propose or seek to effect (whether publicly or otherwise) any mergerbinding and enforceable options, plan of arrangementwarrants, amalgamationpurchase rights, consolidationsubscription rights, business combination, take-over bid, insider bid, tender offerconversion rights, exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordiarights, or other similar transaction involving Concordiacontracts or commitments that could require Team to issue, any Subsidiary of Concordia or any of their respective securities or indebtednesssell, or enter into any discussionscause to become outstanding, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; (g) call or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholders, or seek election or appointment to or to place a representative on the Board of Directors or seek the removal or suspension of any director from the Board of Directors, other than in accordance with Section 5.1; (h) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than with any Cinven Shareholder or any of its Controlled Affiliates, but subject to the terms and conditions of this Agreement); (i) make any public proposal or publicly disclose any intention or plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any public proposal or publicly disclose any intention or plan on its or their behalf, inconsistent with the foregoing restrictions; (j) advise, assist, knowingly encourage or act as a financing source for or otherwise join or invest in any third party with respect to any of the foregoing; or (k) contest the validity of, or publicly seek an amendment, waiver, suspension or termination of, any provision of this Section 4.1 (including this subclause) or Section 3.1 (whether by legal action or otherwise)Common Stock.

Standstill Agreement. (a) During the Standstill Period, the Cinven Shareholders shall notno Restricted Party will, directly or indirectly, nor will it authorize or permit any of its Representatives to, in each case unless specifically requested to do so in writing in advance by the Board of Directors: (i) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership of any assets or businesses of CNET or any of its Subsidiaries having a fair market value in excess of 10% of the fair market value of all of CNET's and shall its Subsidiaries' assets, or any rights or options to acquire any such ownership (including from a third party); (ii) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, Beneficial Ownership of any Voting Stock of CNET or any of its Subsidiaries, or any options, warrants or other rights (including, without limitation, any convertible or exchangeable securities) to acquire any such Voting Stock (other than through any stock dividend, combination, split or other similar changes to CNET's capital structure); provided, however, that the Restricted Parties may acquire or agree, offer, seek or propose to acquire, or cause to be acquired, shares of Voting Stock of CNET or options, warrants or other rights (or any convertible or exchangeable securities) to acquire any such Voting Stock if such acquisition would not increase the Restricted Parties aggregate Beneficial Ownership of shares of Voting Stock to more than the Standstill Limit; (iii) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) with respect to the voting of any securities of CNET or any of its Subsidiaries; (iv) form, join, or in any way become a member of a 13D Group with respect to any voting securities of CNET or any of its Subsidiaries (other than a "group" consisting solely of Restricted Parties); (v) arrange any financing for, or provide any financing commitment for, the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities of CNET or any of its Subsidiaries; (vi) seek to propose or propose, whether alone or in concert with others, any tender offer, exchange offer, merger, business combination, restructuring, liquidation, recapitalization or similar transaction involving CNET or any of its Subsidiaries; (vii) nominate any person as a director of CNET who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the shareholders of CNET; provided that the Restricted Entities may nominate directors in accordance with Section 2.1; (viii) solicit, initiate, encourage or knowingly or intentionally facilitate the taking of any action by any Affiliate of a Restricted Party (that is not itself a Restricted Party) that would be prohibited by this Section 3.1 if that Affiliate were a Restricted Party; or (ix) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing. (b) During the Standstill Period, no Restricted Party will, nor will they authorize or permit any of their Controlled Affiliates, directly or indirectly, respective Representatives to, without the prior written consent of, or waiver by, Concordia (without limiting the right take any action that could require CNET to make a public announcement regarding any of the Cinven Shareholders and their Controlled Affiliates to vote matters set forth in accordance with Section 3.1): (a) subject to Section 4.3, acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership3.1(a), any securities (including any Equity Securities or Voting Securities), or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares), if, immediately following such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-converted” basis) of the Cinven Shareholders and their respective Controlled Affiliates, as a group, would not exceed the Standstill Level; (b) acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire any assets or business of Concordia or its Subsidiaries;. (c) conductAnything in this Section 3.1 to the contrary notwithstanding, propose or seek to effect if at any “tender offer” time during the Standstill Period, (as such term is used in Regulation 14D under the Exchange Acti) or “take-over bid” (as such term is used in the Securities Act) or exchange offer or other similar transaction involving Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, in each case that has not been approved and publicly recommended for acceptance by the shareholders of Concordia by the Board of Directors;Directors has determined to pursue a Change of Control of CNET and the Board of Directors has not determined to stop pursuing such Change of Control of CNET or (ii) the Board of Directors or CNET has engaged in any material negotiations with any Person (other than a Restricted Party or any Affiliate thereof or any 13D Group of which any Restricted Party or any Affiliate thereof is a member) with respect to a potential Change of Control of CNET and the Board of Directors has not determined to terminate all such negotiations, then, for so long as such condition continues to apply, the Restricted Parties may make a non-public proposal offer to effect a Change of Control of CNET to the Board of Directors that the Restricted Parties do not publicly disclose (but the Restricted Parties will remain subject to all other provisions of this Agreement). (d) otherwise act Jointly or In Concert with others to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiaries; provided that nothing Anything in this clause (d) Section 3.1 to the contrary notwithstanding, this Section 3.1 shall preclude the Cinven Shareholders not prohibit or their Controlled Affiliates from engaging in discussions with Concordia or any Subsidiary of Concordia or its Representatives; (e) make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any “solicitation” of “proxies” (within the meaning of Regulation 14A promulgated under the Exchange Act) or consents to vote any Voting Securities or restrict any of the voting securities of any Subsidiaries of Concordia following: (including through action x) actions taken by written consent); (f) conduct, propose or seek to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bid, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordia, or other similar transaction involving Concordia, any Subsidiary of Concordia or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; (g) call or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholders, or seek election or appointment to or to place a representative Softbank's Designees on the Board of Directors in such capacity or seek (y) any disclosure pursuant to the removal Securities Act or suspension the Exchange Act which a Restricted Party reasonably believes, based on the advice of any director from the Board of Directorsoutside counsel, other than is required in accordance with Section 5.1; (h) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than connection with any Cinven Shareholder or any of its Controlled Affiliates, but subject to the terms and conditions of this Agreement); (i) make any public proposal or publicly disclose any intention or plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any public proposal or publicly disclose any intention or plan on its or their behalf, inconsistent with the foregoing restrictions; (j) advise, assist, knowingly encourage or act as action taken by a financing source for or otherwise join or invest in any third party with respect to any of the foregoing; or (k) contest the validity of, or publicly seek an amendment, waiver, suspension or termination of, any provision of this Section 4.1 (including this subclause) or Section 3.1 (whether by legal action or otherwise)Restricted Party.

Standstill Agreement. (a) During the Standstill Period (and during the Standstill Period only), no Restricted Party will, directly or indirectly, nor will it authorize or direct any of its Representatives to (and will take appropriate action against such Representatives to discourage), in each case unless specifically requested to do so in writing in advance by the Board of Directors: (i) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership of any assets or businesses of the Company or any of its Subsidiaries having a fair market value in excess of 10% of the fair market value of all of the Company's and its Subsidiaries' assets, or any rights or options to acquire any such ownership (including from a third party); (ii) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, Beneficial Ownership of any Common Stock of the Company or any of its Subsidiaries, or any options, warrants or other rights (including, without limitation, any convertible or exchangeable securities) to acquire any such Voting Stock, in any case other than the Preferred Stock, the Warrants and any Voting Stock issuable upon conversion or exercise of the Preferred Stock or Warrants; provided, however, that after the Shareholder Meeting (or if earlier August 31, 1999) the Restricted Parties may acquire or agree, offer, seek or propose to acquire, or cause to be acquired, shares of Voting Stock of the Company (or any convertible or exchangeable securities) to acquire any such Voting Stock if such acquisition would not increase the Restricted Parties' aggregate Beneficial Ownership of shares of Common Stock to more than the Standstill Limit (other than due to the issuance of additional Bonus Distributor Warrants; provided that if the issuance of additional Bonus Distributor Warrants results in the Restricted Parties' aggregate Beneficial Ownership of shares of Common Stock exceeding the Standstill Limit, then at any time during the Standstill Period (and only during the Standstill Period) when the Standstill Limit is so exceeded, the Restricted Parties shall not exercise any Bonus Distributor Warrants unless (A) such exercise occurs during the six months prior to the expiration or termination of such Bonus Distributor Warrants or (B) immediately upon such exercise, the Restricted Parties' aggregate actual ownership of outstanding shares of Common Stock would not exceed 39.9% of the total outstanding shares of Common Stock, treating as outstanding and actually owned for such purpose shares of Common Stock issuable upon conversion of the Preferred Stock or upon the exercise of the Initial Distributor Warrants, but no shares of Common Stock issuable upon exchange or conversion of any other rights, warrants, options or other securities). Notwithstanding the foregoing, during the Standstill Period, the Cinven Shareholders shall notholder of a Warrant will not disclaim Beneficial Ownership of such Warrant and for as long as the Purchase Warrant is outstanding and exercisable, directly no Restricted Party will acquire actual ownership of any shares of Common Stock other than (x) through exercise of the Warrants or indirectlyconversion of the Preferred Stock and (y) other acquisitions of shares of Common Stock at a price per share equal to or greater than the applicable price set forth in Section 8(a)(ii) of the Purchase Warrant (during the period prior to the second anniversary of the Issue Date under the Warrant) or Section 8(b)(ii) of the Purchase Warrant (during the period on and after the second anniversary of such Issue Date and prior to the fifth anniversary of such Issue Date). (iii) make, and or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) with respect to the voting of any securities of the Company or any of its Subsidiaries, provided that the limitation contained in this clause (iii) shall not authorize apply to any Takeover Transaction to be voted on by the Company's shareholders that is not instituted or permit proposed by any Restricted Party or any Affiliate of a Restricted Party or any 13D Group of which any Restricted Party or any Affiliate of a Restricted Party is a member; (iv) deposit any securities of the Company or any of their Controlled Affiliatesits Subsidiaries in a voting trust or subject any such securities to any arrangement or agreement with any Person (other than one or more Restricted Parties); (v) form, directly or indirectly, to, without the prior written consent ofjoin, or waiver by, Concordia (without limiting the right in any way become a member of a 13D Group with respect to any voting securities of the Cinven Shareholders and their Controlled Affiliates Company or any of its Subsidiaries (other than a "group" consisting solely of Restricted Parties); (vi) arrange any financing for, or provide any financing commitment specifically for, the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the Company or any of its Subsidiaries, except for such assets as are then being offered for sale by the Company or such Subsidiary; (vii) otherwise act, whether alone or in concert with others, to vote seek to propose to the Company any tender or exchange offer, merger, business combination, restructuring, liquidation, recapitalization or similar transaction involving the Company or any of its Subsidiaries, or nominate any person 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 shareholders of the Company; provided that the Restricted Entities may nominate directors in accordance with Section 3.1):2.1 and, provided further, the provisions of this clause (vii) will not prohibit or restrict any Restricted Party from entering into any agreement, arrangement or understanding relating to the Transfer of any securities in accordance with Section 4.2 or engaging in an discussion or negotiations relating to any potential Transfer of any securities in accordance with Section 4.2; (aviii) subject to solicit, initiate, encourage or knowingly or intentionally facilitate the taking of any action by any Affiliate of a Restricted Party (that is not itself a Restricted Party) that would be prohibited by this Section 4.34.1 if that Affiliate were a Restricted Party; or (ix) publicly announce or disclose any intention, acquire, offer plan or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise (including through arrangement inconsistent with the acquisition of Beneficial Ownership), any securities (including any Equity Securities or Voting Securities), or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares), if, immediately following such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-converted” basis) of the Cinven Shareholders and their respective Controlled Affiliates, as a group, would not exceed the Standstill Level;foregoing. (b) acquireIn addition, offer during the Standstill Period (and only during the Standstill Period), no Restricted Party will, nor will they authorize or seek direct any of their respective Representatives to, take any action that they reasonably believe based on the advice of outside counsel would require the Company to acquire, agree to acquire or make a proposal to acquire public announcement regarding any assets or business of Concordia or its Subsidiaries;the matters set forth in Section 4.1(a) (other than in connection with the transactions contemplated by the Investment Agreement). (c) conductIf, propose or seek to effect at any “tender offer” time during the Standstill Period, (as such term is used in Regulation 14D under the Exchange Acti) or “take-over bid” (as such term is used in the Securities Act) or exchange offer or any Person other similar transaction involving Equity Securities, Voting Securities than a Restricted Party or any securities convertible intoAffiliate thereof or any 13D Group of which any Restricted Party is a member has made any inquiry, proposal or exercisable offer relating to a Takeover Transaction or exchangeable for, Equity Securities or Voting Securities, Change in each case that Control of the Company which has not been approved and publicly recommended for acceptance by the shareholders of Concordia rejected by the Board of Directors;, (ii) the Board of Directors has determined to pursue a Takeover Transaction or other Change in Control of the Company and the Board of Directors has not resolved to stop pursuing such Takeover Transaction or other Change in Control of the Company or (iii) the Board of Directors or the Company has engaged in any discussions or negotiations with, or provided any information to, any Person other than a Restricted Party or any Affiliate thereof or any 13D Group of which any Restricted Party is a member with respect to a potential Takeover Transaction or other Change in Control of the Company or any potential inquiry, proposal or offer relating thereto and the Board of Directors has not resolved to terminate all such discussions, negotiations and provision of information, then, for so long as such condition continues to apply, the limitation on the actions described in clause (a)(vii) above shall not be applicable to the Restricted Parties (but all other provisions of this Agreement will, subject to Section 4.1(d), continue to apply). (d) otherwise act Jointly or In Concert with others to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiaries; provided that nothing Anything in this clause (d) Section 4.1 to the contrary notwithstanding, this Section 4.1 shall preclude the Cinven Shareholders not prohibit or their Controlled Affiliates from engaging in discussions with Concordia or any Subsidiary of Concordia or its Representatives; (e) make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any “solicitation” of “proxies” (within the meaning of Regulation 14A promulgated under the Exchange Act) or consents to vote any Voting Securities or restrict any of the voting securities of any Subsidiaries of Concordia following: (including through action x) actions taken by written consent); (f) conduct, propose or seek to effect (whether publicly or otherwise) any merger, plan of arrangement, amalgamation, consolidation, business combination, take-over bid, insider bid, tender offer, exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Concordia or any Subsidiary of Concordia, or other similar transaction involving Concordia, any Subsidiary of Concordia or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; (g) call or seek to call a meeting of shareholders of Concordia or initiate any shareholder proposal for action of Concordia’s shareholders, or seek election or appointment to or to place a representative Investor's nominees on the Board of Directors or seek in such capacity, (y) the removal or suspension exercise by the Restricted Parties of any director from their voting rights (i.e., their right to vote their shares but not their right to make nominations, to the Board of Directors, other than in accordance with Section 5.1; (h) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contractextent prohibited by this Agreement, or grant any proxy take other related actions otherwise prohibited by this Section 4.1) with respect to any shares of Voting Securities Stock they Beneficially Own and (z) any disclosure pursuant to Section 13(d) of the Exchange Act which a Restricted Party reasonably believes, based on the advice of outside counsel, is required in each case, other than connection with any Cinven Shareholder or any action taken by a Restricted Party pursuant to Section 4.1(c). (e) Following the expiration of its Controlled Affiliates, but subject the Standstill Period pursuant to the terms and conditions of this Agreement); clause (i) make of the definition of Standstill Termination Event and for two years following the expiration of the Standstill Period pursuant to clause (v) of the definition of Standstill Termination Event, no Restricted Party will purchase or otherwise acquire any public proposal shares of Common Stock if such acquisition would increase the Restricted Parties' aggregate Beneficial Ownership of shares of Common Stock to more than 39.9% of the Adjusted Outstanding Common Stock except (x) increases in Beneficial Ownership resulting from issuance of the Warrants or publicly disclose any intention the exercise of the Warrants or plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives (y) pursuant to make any public proposal or publicly disclose any intention or plan on its or their behalf, inconsistent with the foregoing restrictions;a Purchaser Tender Offer. (jf) adviseIf the Standstill Period terminates pursuant to clause (iii) of the definition of "Standstill Termination Event" and the subject Third Party Tender Offer is terminated at any time during which an Investor Tender Offer is then pending, assistunless otherwise agreed by the Company, knowingly encourage the Restricted Party that commenced such Investor Tender Offer (the "Tendering Restricted Party") will not complete such Investor Tender Offer until at least the sixth business day after the termination of such Third Party Tender Offer. If, within two business days after termination of the subject Third Party Tender Offer, the Company requests in writing that the Tendering Restricted Party terminate its Investor Tender Offer and by the end of the second business day after the receipt of such request the Tendering Restricted Party has not terminated its Investor Tender Offer, then the provisions of Section 3.4(a)(i) shall no longer prohibit the Company from amending its then existing shareholders rights plan or act adopting a shareholders rights plan that could be triggered by the Restricted Parties if (and, only if) they subsequently acquired Beneficial Ownership of additional Voting Securities that would increase the Restricted Parties' aggregate Beneficial Ownership of shares of Common Stock to more than the Standstill Limit (determined for these purposes as if a Standstill Reinstatement Event had occurred on such date) other than as a financing source for or otherwise join or invest in any third party with respect to any result of the foregoing; or (k) contest acquisition of Beneficial Ownership of additional shares of Common Stock upon the validity of, issuance or publicly seek an amendment, waiver, suspension or termination of, any provision exercise of this Section 4.1 (including this subclause) or Section 3.1 (whether by legal action or otherwise)additional Bonus Distributer Warrants.