Common use of Standstill Provision Clause in Contracts

Standstill Provision. Recipient agrees that, for a period of twelve (12) months from the date of this Agreement, neither Recipient, its affiliates, nor any of Recipient’s Representatives will, directly or indirectly do the following unless requested by GVIC in connection with the Transaction: (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any securities of the Target Company or any subsidiary thereof or all or substantially all the assets of the Target Company and its subsidiaries, (ii) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Target Company, (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender, or exchange offer, restructuring, recapitalization, or other extraordinary transaction of or involving the Target Company or any of its subsidiaries or their securities or assets, (iv) form, join, or in any way participate in a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any voting securities of the Target Company, (v) seek election to, seek to place a representative on, or seek the removal of any director of the Target Company, (vi) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors, or policies of the Target Company, or (vii) encourage or assist others to undertake any of the acts specified in clauses (i) through (vi) above.

Standstill Provision. Recipient (a) Intrexon hereby agrees that, for a period of twelve (12) months three years from the date of this Agreementhereof, unless specifically invited in writing by the Company to do so, neither Recipient, its affiliates, Intrexon nor any of Recipient’s Representatives its Affiliates will, directly or indirectly do the following unless requested by GVIC will cause or knowingly permit any of its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives to, in connection with the Transaction: (i) acquire, offer to acquire, or agree to acquireany manner, directly or indirectly: (i) effect or seek, by purchase initiate, offer or propose (whether publicly or otherwise) to effect, any voting securities or direct cause or indirect rights to acquire any securities of the Target Company or any subsidiary thereof or all or substantially all the assets of the Target Company and its subsidiaries, (ii) make, participate in or in any way advise or, assist any other person to effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect or cause or participate in, directly any acquisition of any securities (or indirectlybeneficial ownership thereof) or assets of the Company; any tender or exchange offer, merger, consolidation or other business combination involving the Company; any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company; or any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person or entity with respect to the voting of, vote any voting securities of the Target Company, ; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender, or exchange offer, restructuring, recapitalization, or other extraordinary transaction of or involving the Target Company or any of its subsidiaries or their securities or assets, (ivii) form, join, join or in any way participate in a “group” (as defined in Section 13(d)(3under the Exchange Act, hereafter a “Group”) of the Securities Exchange Act of 1934, as amended) in connection with respect to any voting securities of the Target Company, ; (v) seek election to, seek to place a representative on, or seek the removal of any director of the Target Company, (viiii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company (except as contemplated by Section 6.6 of this Agreement); (iv) take any action which could reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in this Section 6.9; or (v) enter into any agreements, discussions or arrangements with any third party with respect to any of the foregoing. (b) Notwithstanding the foregoing, the Company hereby agrees that the provisions of this Section 6.9 shall not apply to the following: (i) the purchase by Intrexon and/or its Affiliates after the date hereof (and not pursuant to this Agreement) of up to an aggregate number of shares of Common Stock that does not exceed 10% of the number of shares of Common Stock then issued and outstanding; (ii) the exercise by Intrexon and/or its Affiliates, if applicable, of any voting rights available to Company stockholders generally pursuant to any transaction described Section 6.9(a)(i) above, provided that Intrexon has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such transaction to occur or otherwise violated this Section 6.9; (iii) the exercise by Intrexon and/or its Affiliates, if applicable, of any voting rights generally available to it or them as non-Affiliate security holders of a third party that is a participant in an action or transaction described in Section 6.9(a)(i) above, provided that Intrexon has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such action or transaction to occur or otherwise violated this Section 6.9; (iv) any activity by Intrexon after the Company has made any public announcement of its intent to solicit or engage in any transaction which would result in a Company Sale; and (v) making any communication to Company executive management on a confidential basis solely that Intrexon would be interested in engaging in discussions with the Company that could result in a negotiated transaction described in Section 6.9(a)(i) so long as Intrexon does not propose any such transaction or discuss or refer to potential terms thereof without the Company’s prior consent. Notwithstanding any of the foregoing provisions of this Section 6.9, the Company further agrees that nothing herein shall limit the ability of the Observer or Xxxxxx X. Xxxx to confidentially propose to the executive management of the Company and its board of directors, and/or advocate for, any transaction between the Company and any third party unaffiliated with Intrexon or policies of the Target Company, or (vii) encourage or assist others to undertake any of the acts specified in clauses (i) through (vi) aboveits Affiliates.

Standstill Provision. Recipient (a) The Investor agrees that, that for a period of twelve (12) months **** from the date Closing Date, it shall not, and shall cause each of this Agreementits Affiliates not to, neither Recipient, its affiliates, nor any without the prior written consent of Recipient’s Representatives willthe Board of Directors specifically expressed in a resolution approved by a majority of the directors of the Company, directly or indirectly do the following unless requested by GVIC in connection with the Transaction: indirectly, through one or more intermediaries or otherwise, (i) acquire, offer to acquire, or agree to acquire, directly acquire or indirectly, by purchase or otherwise, make any voting securities or direct or indirect rights proposal to acquire any securities of the Target Company or any subsidiary thereof of its Subsidiaries, any warrant or all option to acquire any such securities, any security convertible into or substantially all exchangeable for any such securities or any other right to acquire any such securities if the assets effect of such acquisition would be to increase the beneficial ownership (as defined in Rule 13d-3 promulgated under the 34 Act) of the Target Company Investor to a percentage greater than **** (the "Standstill Percentage") of the then issued and its subsidiaries, outstanding shares of Common Stock; (ii) seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company or any of its Subsidiaries; (iii) make, or in any way participate in, directly any "solicitation" of proxies or indirectly, any “solicitation” consents (whether or not relating to the election or removal of “proxies” (as such terms are used in directors) within the rules meaning of Rule 14a-1 under the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity 34 Act with respect to the voting of, any voting securities of the Target Company, (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender, or exchange offer, restructuring, recapitalization, or other extraordinary transaction of or involving the Target Company or any of its subsidiaries Subsidiaries, or their securities demand a copy of the stock ledger, list of stockholders, or assets, any other books and records of the Company or any of its Subsidiaries; (iv) form, join, join or in any way participate in a “"group” " (as defined in within the meaning of Section 13(d)(3) of the Securities Exchange Act of 193434 Act), as amended) in connection with respect to any voting securities of the Target Company, Company or any of its Subsidiaries; (v) seek election to, seek to place a representative on, or seek the removal of any director of the Target Company, (vi) otherwise act, alone or in concert with others, to seek to control or influence the management, board Board of directors, Directors or policies of the Target Company or any of its Subsidiaries; (vi) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of such shares; (vii) call, seek to have called or execute any written consent calling for any meeting of the stockholders of the Company; (viii) seek, alone or in concert with others, representation on the Board of Directors or seek the removal of any member of such Board or a change in the composition or size of such Board; (ix) enter into any agreements (whether written or oral) with, or finance or assist, any other persons in connection with any of the foregoing, or (viix) encourage or assist others to undertake make any publicly disclosed proposal regarding any of the acts specified foregoing. The provisions in clauses this Article XII shall not apply in the event of a Potential Change in Control Event, unless the activities defined in (ia) through or (vib) aboveof the definition of "Potential Change in Control Event" which gave rise to the Potential Change in Control Event are discontinued and remain so for one year without the occurrence of a Potential Change in Control Event. In such event, the provisions of this Article XII shall be reinstated and remain in full force and effect thereafter. (b) The Investor will not be obliged to dispose of any Common Stock to the extent that the aggregate percentage of the Common Stock represented by the Common Stock

Standstill Provision. Recipient (a) The Investor agrees that, that for a period of twelve five (125) months years from the date Closing Date, it shall not, and shall cause each of this Agreementits Affiliates not to, neither Recipient, its affiliates, nor any without the prior written consent of Recipient’s Representatives willthe Board of Directors specifically expressed in a resolution approved by a majority of the directors of the Company, directly or indirectly do the following unless requested by GVIC in connection with the Transaction: indirectly, through one or more intermediaries or otherwise, (i) acquire, offer to acquire, or agree to acquire, directly acquire or indirectly, by purchase or otherwise, make any voting securities or direct or indirect rights proposal to acquire any securities of the Target Company or any subsidiary thereof of its Subsidiaries, any warrant or all option to acquire any such securities, any security convertible into or substantially all exchangeable for any such securities or any other right to acquire any such securities if the assets effect of such acquisition would be to increase the beneficial ownership (as defined in Rule 13d-3 promulgated under the 34 Act) of the Target Company Investor to a percentage greater than five percent (5%) (the "Standstill Percentage") of the then issued and its subsidiaries, outstanding shares of Common Stock; (ii) seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company or any of its Subsidiaries; (iii) make, or in any way participate in, directly any "solicitation" of proxies or indirectly, any “solicitation” consents (whether or not relating to the election or removal of “proxies” (as such terms are used in directors) within the rules meaning of Rule 14a-1 under the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity 34 Act with respect to the voting of, any voting securities of the Target Company, (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender, or exchange offer, restructuring, recapitalization, or other extraordinary transaction of or involving the Target Company or any of its subsidiaries Subsidiaries, or their securities demand a copy of the stock ledger, list of stockholders, or assets, any other books and records of the Company or any of its Subsidiaries; (iv) form, join, join or in any way participate in a “"group” " (as defined in within the meaning of Section 13(d)(3) of the Securities Exchange Act of 193434 Act), as amended) in connection with respect to any voting securities of the Target Company, Company or any of its Subsidiaries; (v) seek election to, seek to place a representative on, or seek the removal of any director of the Target Company, (vi) otherwise act, alone or in concert with others, to seek to control or influence the management, board Board of directors, Directors or policies of the Target Company or any of its Subsidiaries; (vi) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of such shares; (vii) call, seek to have called or execute any written consent calling for any meeting of the stockholders of the Company; (viii) seek, alone or in concert with others, representation on the Board of Directors or seek the removal of any member of such Board or a change in the composition or size of such Board; (ix) enter into any agreements (whether written or oral) with, or finance or assist, any other persons in connection with any of the foregoing, or (viix) encourage or assist others to undertake make any publicly disclosed proposal regarding any of the acts specified foregoing. The provisions in clauses this Article XII shall not apply in the event of a Potential Change in Control Event, unless the activities defined in (ia) through or (vib) aboveof the definition of "Potential Change in Control Event" which gave rise to the Potential Change in Control Event are discontinued and remain so for one year without the occurrence of a Potential Change in Control Event. In such event, the provisions of this Article XII shall be reinstated and remain in full force and effect thereafter. (b) The Investor will not be obliged to dispose of any Common Stock to the extent that the aggregate percentage of the Common Stock represented by the Common Stock

Standstill Provision. Recipient agrees that, for a During the 12 month period of twelve (12) months from commencing on the date of this AgreementAgreement (the “Standstill Period”), neither Recipient, its affiliates, Counterparty nor any of RecipientCounterparty’s Representatives on behalf of Counterparty will, directly or indirectly do the following unless requested by GVIC in connection with the Transaction: (i) acquire, offer to acquire, or agree to acquireany manner, directly or indirectly: (a) make, by purchase effect, initiate, cause or otherwise, participate in (i) any voting securities or direct or indirect rights to acquire acquisition of beneficial ownership of any securities of the Target Company or any securities (including derivatives thereof) of any subsidiary or other affiliate of the Company, (ii) any acquisition of any assets of the Company or any assets of any subsidiary, division or other affiliate of the Company, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any subsidiary thereof or all other affiliate of the Company or substantially all the involving any securities or assets of the Target Company and its subsidiariesor any securities or assets of any subsidiary, (ii) makedivision or other affiliate of the Company, or in any way participate in, directly or indirectly, (iv) any “solicitation” of “proxies” (as such those terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity consents with respect to the voting of, any voting securities of the Target Company, ; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender, or exchange offer, restructuring, recapitalization, or other extraordinary transaction of or involving the Target Company or any of its subsidiaries or their securities or assets, (ivb) form, join, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) in connection with respect to the beneficial ownership of any voting securities of the Target Company, (v) seek election to, seek to place a representative on, Company or seek the removal of any director subsidiary or division of the Target Company, ; (vic) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors, directors or policies of the Target Company, or ; (viid) encourage or assist others take any action that might require the Company to undertake make a public announcement regarding any of the acts specified types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “(e)” of this sentence; or (g) enter into any discussions, negotiations, arrangement or agreement with any other Person instigating, encouraging, acting in concert with respect to, or actively assisting as to, any of the foregoing. Nothing in this Agreement will prevent Counterparty or its Representatives from communicating with the Company to make a proposal for or to negotiate with the Company in respect of a tender or exchange offer, merger or other business combination, or any other of the transactions described in Section 6(a) involving the Company and Counterparty so long as such communication is made confidentially and does not require public disclosure. Following the end of the Standstill Period, nothing in this Agreement (including the prohibitions on use and disclosure set forth in Sections 1 and 3 hereof) shall, directly or indirectly, prevent or otherwise limit Counterparty and its Representatives from taking any actions referred to in clauses (ia)-(h) through (vi) aboveof this Section 6 or related thereto, and in each case without notice to or consultation with the Company. The standstill provision in this Section 6 will terminate upon the public announcement by the Company that it has entered into a definitive agreement for the Transaction. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.

Standstill Provision. Recipient agrees that, for a During the two (2) year period of twelve (12) months from commencing on the date of this AgreementAgreement (the “Standstill Period”), neither Recipient, its affiliates, Counterparty nor any of Recipientthe Counterparty’s Representatives on behalf of Counterparty will, directly or indirectly do the following unless requested by GVIC in connection with the Transaction: (i) acquire, offer to acquire, or agree to acquireany manner, directly or indirectly: (a) make, by purchase effect, initiate, cause or otherwise, participate in (i) any voting securities or direct or indirect rights to acquire acquisition of beneficial ownership of any securities of the Target Company or any securities (including derivatives thereof) of any subsidiary or other controlled affiliate of the Company, (ii) any acquisition of any assets of the Company or any assets of any subsidiary, division or other controlled affiliate of the Company, except in the ordinary course of business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any subsidiary thereof or all other controlled affiliate of the Company or substantially all the involving any securities or assets of the Target Company and its subsidiariesor any securities or assets of any subsidiary, (ii) makedivision or other affiliate of the Company, or in any way participate in, directly or indirectly, (iv) any “solicitation” of “proxies” (as such those terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity consents with respect to the voting of, any voting securities of the Target Company, ; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender, or exchange offer, restructuring, recapitalization, or other extraordinary transaction of or involving the Target Company or any of its subsidiaries or their securities or assets, (ivb) form, join, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended, and the rules promulgated thereunder) in connection with respect to the beneficial ownership of any voting securities of the Target Company, (v) seek election to, seek to place a representative on, Company or seek the removal of any director subsidiary or division of the Target Company, ; (vic) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors, directors or policies of the Target Company, or ; (viid) encourage or assist others take any action that might require the Company to undertake make a public announcement regarding any of the acts specified types of matters set forth in clauses clause “(ia)” of this sentence; (e) through agree of offer to take, or encourage or propose (vipublicly or otherwise) above.the taking of, any action referred to in clause “(a)'', “(b)'', “(c)'', or “

Standstill Provision. Recipient (a) Intrexon hereby agrees that, for a period of twelve (12) months three years from the date of this Agreementhereof, unless specifically invited in writing by the Company to do so, neither Recipient, its affiliates, Intrexon nor any of Recipient’s Representatives its Affiliates will, directly or indirectly do the following unless requested by GVIC will cause or knowingly permit any of its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives to, in connection with the Transaction: (i) acquire, offer to acquire, or agree to acquireany manner, directly or indirectly: (i) effect or seek, by purchase initiate, offer or propose (whether publicly or otherwise) to effect, any voting securities or direct cause or indirect rights to acquire any securities of the Target Company or any subsidiary thereof or all or substantially all the assets of the Target Company and its subsidiaries, (ii) make, participate in or in any way advise or, assist any other person to effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect or cause or participate in, directly any acquisition of any securities (or indirectlybeneficial ownership thereof) or assets of the Company; any tender or exchange offer, merger, consolidation or other business combination involving the Company; any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company; or any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person or entity with respect to the voting of, vote any voting securities of the Target Company, ; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender, or exchange offer, restructuring, recapitalization, or other extraordinary transaction of or involving the Target Company or any of its subsidiaries or their securities or assets, (ivii) form, join, join or in any way participate in a “group” (as defined in Section 13(d)(3under the Exchange Act, hereafter a “Group”) of the Securities Exchange Act of 1934, as amended) in connection with respect to any voting securities of the Target Company, ; (v) seek election to, seek to place a representative on, or seek the removal of any director of the Target Company, (viiii) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors, or policies of the Target Company, or Company (viiexcept as contemplated by Section 7.4 of this Agreement); (iv) encourage or assist others take any action which could reasonably be expected to undertake force the Company to make a public announcement regarding any of the acts specified types of matters set forth in clauses this Section 7.2; or (v) enter into any agreements, discussions or arrangements with any third party with respect to any of the foregoing. (b) Notwithstanding the foregoing, the Company hereby agrees that the provisions of this Section 7.2 shall not apply to the following: (i) through the purchase by Intrexon and/or its Affiliates after the date hereof (and not pursuant to this Agreement) of up to an aggregate number of shares of Common Stock that does not exceed 10% of the number of shares of Common Stock then issued and outstanding; (ii) the exercise by Intrexon and/or its Affiliates, if applicable, of any voting rights available to Company stockholders generally pursuant to any transaction described Section 7.2(a)(i) above, provided that Intrexon has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such transaction to occur or otherwise violated this Section 7.2; (iii) the exercise by Intrexon and/or its Affiliates, if applicable, of any voting rights generally available to it or them as non-Affiliate security holders of a third party that is a participant in an action or transaction described in Section 7.2(a)(i) above, provided that Intrexon has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such action or transaction to occur or otherwise violated this Section 7.2; (iv) any activity by Intrexon after the Company has made any public announcement of its intent to solicit or engage in any transaction which would result in a Company Sale; (v) making any communication to Company executive management on a confidential basis solely that Intrexon would be interested in engaging in discussions with the Company that could result in a negotiated transaction described in Section 7.2(a)(i) so long as Intrexon does not propose any such transaction or discuss or refer to potential terms thereof without the Company’s prior consent; and (vi) aboveIntrexon exercising its Equity Purchase Participation Right in accord with Section 8. (c) Subject to Section 11.13, Intrexon’s rights and the Company’s obligations under this Section 7.2 shall terminate upon the termination of the Channel Agreement.

Standstill Provision. Recipient agrees that, for a During the period commencing on the date of this Agreement and ending on the date that is twelve (12) months from following the date of this AgreementAgreement (the “Standstill Period”), neither Recipient, its affiliates, QHP nor any of Recipientits Representatives or subsidiaries, nor its Affiliates who have received Confidential Information or are otherwise acting at QHP’s Representatives willdirection or on its behalf shall, directly or indirectly do the following unless requested by GVIC in connection with the Transaction: (i) acquire, offer to acquire, or agree to acquireany manner, directly or indirectly: (i) make, by purchase effect, initiate, cause or otherwise, participate in: (A) any voting securities or direct or indirect rights to acquire acquisition of beneficial ownership of any of the securities of the Target Company or any subsidiary thereof or all or substantially all other affiliate of the Company without the Company’s prior written consent; (B) any acquisition of any of the assets of the Target Company and its subsidiariesor any subsidiary or other affiliate of the Company; (C) any tender offer, (ii) makeexchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any subsidiary or other affiliate of the Company, or in involving any way participate in, directly securities or indirectly, assets of the Company or any securities or assets of any subsidiary or other affiliate of the Company; or (D) any “solicitation” of “proxies” (as such those terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity consents with respect to the voting of, any voting securities of the Target Company, ; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender, or exchange offer, restructuring, recapitalization, or other extraordinary transaction of or involving the Target Company or any of its subsidiaries or their securities or assets, (ivii) form, join, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended1934 and the rules promulgated thereunder) in connection with respect to the beneficial ownership of any voting securities of the Target Company, ; (viii) seek election to, seek to place a representative on, or seek the removal of any director of the Target Company, (vi) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors, directors or policies of the Target Company; (iv) take any action that might require the Company to make a public announcement regarding any of the types of matters set forth in clause “(i)” of this sentence; (v) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(i)”, “(ii)”, “(iii)” or “(iv)” of this sentence; (vi) assist, induce or encourage any other Person to take any action of the type referred to in clause “(i)”, “(ii)”, “(iii)”, “(iv)” or “(v)” of this sentence; (vii) encourage enter into any discussions, negotiations, arrangement or assist others agreement with any other person relating to undertake any of the acts specified foregoing; or (viii) request or propose that the Company or any of the Company’s Representatives amend, waive or consider the amendment or waiver of any provision set forth in clauses (i) through (vi) abovethis Section 5(a). The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.

Standstill Provision. Recipient agrees that, for a period Willxxxx xxxees that from and after the date of twelve this Agreement until ten (1210) months years from the date of this Agreement, neither Recipientit shall not, and shall cause each of its affiliatesdirectors, nor officers, employees, agents, Affiliates or representatives (any of Recipient’s Representatives willthe foregoing, a "Representative") not to, without the prior written consent of the Board of Directors specifically expressed in a resolution approved by a majority of the directors of the Company, directly or indirectly do the following unless requested by GVIC in connection with the Transaction: indirectly, through one or more intermediaries or otherwise, (i) acquire, offer to acquire, or agree to acquire, directly acquire or indirectly, by purchase or otherwise, make any voting securities or direct or indirect rights proposal to acquire any securities of the Target Company or any subsidiary thereof of its Subsidiaries, any warrant or all option to acquire any such securities, any security convertible into or substantially all the assets exchangeable for any such securities or any other right to acquire any such securities in excess of the Target Company and its subsidiaries, 10% Limit; (ii) seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company or any of its Subsidiaries; (iii) make, or in any way participate in, directly any "solicitation" of proxies or indirectly, consents (whether or not relating to the election or removal of directors) within the meaning of Rule 14a-1 under the 34 Act with respect to any “solicitation” of “proxies” (as such terms are used in the rules securities of the Securities and Exchange Commission) to voteCompany or any of its Subsidiaries, or seek to advise or influence any person or entity with respect to the voting of, of any voting securities of the Target Company, (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender, or exchange offer, restructuring, recapitalization, or other extraordinary transaction of or involving the Target Company or any of its subsidiaries Subsidiaries or their securities demand a copy of the stock ledger, list of stockholders, or assets, any other books and records of the Company or any of its Subsidiaries; (iv) form, join, join or in any way participate in a “"group” " (as defined in within the meaning of Section 13(d)(3) of the Securities Exchange Act of 193434 Act), as amended) in connection with respect to any voting securities of the Target Company, Company or any of its Subsidiaries; (v) seek election to, seek to place a representative on, or seek the removal of any director of the Target Company, (vi) otherwise act, alone or in concert with others, to seek to control or influence influence, in any manner, the management, board Board of directors, Directors or policies of the Target Company, Company or any of its Subsidiaries; (vi) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of such shares; (vii) encourage call or seek to have called any meeting of the stockholders of the Company or execute any written consent with respect to the Company or the Common Stock; (viii) seek, alone or in concert with others, representation on the Board of Directors or seek the removal of any member of such Board or a change in the composition or size of such Board; (ix) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist others to undertake or encourage, any other persons in connection with any of the acts specified foregoing, or make any investment in clauses any other person that engages, or offers or proposes to engage, in any of the foregoing; or (ix) through make any publicly disclosed proposal regarding any of the foregoing. Willxxxx xxxo agrees during such period not to make any proposal, statement or inquiry, or disclose any intention, plan or arrangement to the public or a Third Party (viwhether written or oral) aboveinconsistent with the foregoing.

Standstill Provision. Recipient agrees that, for a During the 18 month period of twelve (12) months from commencing on the date of this AgreementAgreement (the “Standstill Period”), neither Recipient, its affiliates, LabCorp nor any of RecipientLabCorp’s Representatives on behalf of LabCorp will, directly or indirectly do the following unless requested by GVIC in connection with the Transaction: (i) acquire, offer to acquire, or agree to acquireany manner, directly or indirectly: (a) make, by purchase effect, initiate, cause or otherwise, participate in (i) any voting securities or direct or indirect rights to acquire acquisition of beneficial ownership of any securities of the Target Company or any securities (including derivatives thereof) of any subsidiary or other affiliate of the Company, (ii) any acquisition of any assets of the Company or any assets of any subsidiary, division or other affiliate of the Company, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any subsidiary thereof or all other affiliate of the Company or substantially all the involving any securities or assets of the Target Company and its subsidiariesor any securities or assets of any subsidiary, (ii) makedivision or other affiliate of the Company, or in any way participate in, directly or indirectly, (iv) any “solicitation” of “proxies” (as such those terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity consents with respect to the voting of, any voting securities of the Target Company, ; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender, or exchange offer, restructuring, recapitalization, or other extraordinary transaction of or involving the Target Company or any of its subsidiaries or their securities or assets, (ivb) form, join, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) in connection with respect to the beneficial ownership of any voting securities of the Target Company, (v) seek election to, seek to place a representative on, Company or seek the removal of any director subsidiary or division of the Target Company, ; (vic) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors, directors or policies of the Target Company, or ; (viid) encourage or assist others take any action that might require the Company to undertake make a public announcement regarding any of the acts specified types of matters set forth in clauses clause “(ia)” of this sentence; (e) through agree or offer to take, or encourage or propose (vipublicly or otherwise) above.the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “