Common use of Standstill Clause in Contracts

Standstill. (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly (i) acquire, agree to acquire, make any public proposal to acquire, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoing.

Standstill. (a) During You hereby represent and warrant that you and your affiliates do not beneficially own any shares of the Initial Term (as such term is defined in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent common stock of the Company’s . In consideration of the Evaluation Material being furnished or made available to you, you hereby agree that, for a period of one (1) year from the date hereof, unless invited in advance by the Company Board to do so (which invitation will be expressly set forth in writing from the Company Board), you will not, and you will cause your Representatives (other than third party advisors taking action on behalf of Directors excluding an unrelated person without breach of any of the Investor Directorother terms of this Agreement) not to, directly or indirectly indirectly, acting alone or as part of a group: (i) acquire, offer to acquire, or agree to acquire, make directly or indirectly, by purchase or otherwise, (a) any public proposal securities (whether equity, debt or otherwise) of the Company or any of its subsidiaries (or beneficial ownership thereof, as such term is used pursuant to acquireRule 13d-3 under the Exchange Act), (b) any right to vote or to direct the voting of any voting or equity securities of the Company or any of its subsidiaries, or cause (c) any third-party direct or indirect rights to acquire any securities of the Company, Company or any option to acquire of its subsidiaries or any derivative securities with economic equivalents of ownership of any of such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, ; (ii) publicly enter into or agree, offer, propose or seek to enter into, or otherwise be involved in or any portion of, directly or indirectly, any acquisition transaction or other business combination relating to all or any portion of the Company or any of its subsidiaries (whether by way of merger, consolidation, business combinationpurchase, tender exchange, recapitalization, restructuring or exchange offer, sale otherwise) or purchase any acquisition transaction for all or part of the assets of the Company or securities, dissolution, liquidation, restructuring, recapitalization any of its businesses or similar transaction of or involving the Company, subsidiaries; (iii) make, or in any way participate in, directly or indirectly, any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities rules of the CompanyUnited States Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of of, any voting securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, Company or any other books and records of the Company, its subsidiaries; (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, Company or any of its subsidiaries; (v) knowingly assistseek or propose, induce alone or encourage in concert with others, to influence or control the management or policies of the Company or any other Person of its subsidiaries or agree to become, designate, replace or offer to take, remove a member of the board of directors of the Company or knowingly encourage any of its subsidiaries; (vi) directly or propose (publicly or otherwise) or indirectly enter into any arrangementsdiscussions, negotiations, agreements, arrangements or understandings with any other person with respect to any of the foregoing activities or agreements propose any of such activities to any other person; (whether written or oralvii) with, or advise, finance, or assist, encourage, act as a financing source for or otherwise invest in any other persons person in connection with any of the foregoingforegoing activities; (viii) disclose (other than, to the extent otherwise permitted hereby, to the Company or its Representatives) any intention, plan or arrangement which if effected would violate this Paragraph 4.1; (ix) request that the Company, the Company Board or any of their Representatives, directly or indirectly, amend or waive any provision of this Paragraph 4.1 (including this clause (ix)); (x) knowingly take any action that would reasonably be expected to require the Company or any of its Representatives to make a public announcement regarding any of the activities referred to in clauses (i) through (ix) of this Paragraph 4.1 (other than disclosures otherwise expressly permitted by this Agreement); or (xi) agree with any third party to take any of the foregoing actions. The provisions of this Paragraph 4.1 will terminate upon the earlier of: (a) the date that is two (2) years from the date hereof; and (b) the date on which (1) the Company sells or enters into a definitive agreement that would result in the sale of, (2) the Company Board approves any transaction that would result in any third party or “group” acquiring beneficial ownership of, or (vi3) make the Company Board recommends in favor of any publicly disclosed proposal regarding tender or exchange offer that would, if consummated, result in any third party or “group” acquiring, 50% or more of the foregoingoutstanding voting securities of the Company or the assets of the Company representing 50% or more of the consolidated earning power of the Company and its subsidiaries.

Standstill. (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shall, unless and until it shall have received Except with the prior written consent of the Company’s Board of Directors excluding , at all times during the Standstill Period (as defined below in Section 19), the Investor Directoragrees not to, directly or indirectly indirectly, and will cause each of its Affiliates (ias defined in Section 19) acquirenot to, agree directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to acquire, make any public proposal to acquireeffect, or announce any intention to effect or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock participate in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, or in any way assist, facilitate or encourage any other individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure (collectively, a “Person”) to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the Exchange Act, with respect proxy rules of SEC) to vote any Voting Securities of the Company or consent to any securities action from any holder of any Voting Securities of the Company, Company or conduct or suggest any binding or nonbinding referendum or resolution or seek to advise advise, encourage or influence any person Person with respect to the voting of or the granting of any securities consent with respect to any Voting Securities of the Company; (b) propose or nominate, or demand in connection with cause or encourage any Person to propose or nominate, any candidates to stand for election to the foregoingBoard, a copy or seek the removal of any member of the stock ledger list of stockholders, or any other books and records of the Company, Board; (ivc) form, join or otherwise participate in any way participate in a “partnership, limited partnership, syndicate or other group” (other than any group among some or all of the Affiliates of the Investor) within the meaning of Section 13(d)(3) of the Exchange Act) Act with respect to the Common Stock, or deposit any shares of Common Stock in a voting trust or similar arrangement, or subject any shares of Common Stock to any voting agreement or pooling arrangement, or grant any proxy with respect to any voting shares of Common Stock (other than to a designated representative of the Company pursuant to a proxy statement of the Company) or otherwise act in concert with any Person with respect to the Common Stock (other than Affiliates of the Investor); (d) seek to call, or to request the call of, or call a special meeting of the stockholders of the Company, or make a request for a list of the Company’s stockholders or other Company records; (e) otherwise act, alone or in concert with others, to control or seek to control, to seek representation on, or to influence or seek to influence, whether through litigation or otherwise, the management, the Board or the policies of the Company; provided, however, that nothing herein shall prohibit the Investor from complying with legal or regulatory requirements, including, without limitation, the filing of any report or schedule required to be filed with the SEC, and provided, further that the Investor and its Affiliates may privately communicate their views to the management or the Board; (f) effect, seek to effect or in any way assist or facilitate any other Person in effecting or seeking to effect any: (i) tender offer or exchange offer to acquire securities of the Company; (ii) acquisition of any interest in any material asset or business of the Company or any of its subsidiaries; (iii) merger, acquisition, share exchange or other business combination involving the Company or any of its subsidiaries; or (viv) recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or material portion of its or their businesses; (g) other than through open market broker sale transactions where the identity of the purchaser is unknown, sell, offer or agree to sell directly or indirectly, through any swap or hedging transaction or otherwise, any security of the Company or any right decoupled from such underlying security held by the Investor to any Person that would knowingly assistresult in such Person, induce together with its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 10% or more of the shares of Common Stock outstanding at such time or would increase the beneficial or other ownership interest of any Person who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 10% or more of the shares of the Common Stock outstanding at such time, except in each case in a transaction approved by the Board; (h) request that the Company or any of its Representatives amend or waive any provision of this Section 3; or (i) otherwise take, or solicit, cause or encourage any other Person or agree or offer others to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection action inconsistent with any of the foregoing. Notwithstanding anything to the contrary, nothing in this Agreement shall prohibit or (vi) make restrict any publicly disclosed proposal regarding director of the foregoingCompany, including the New Nominee, from exercising his or her rights and fiduciary duties as a director of the Company.

Standstill. (a) During the Initial Term (For so long as such term is defined in the Collaboration and License Agreement), neither the Investor nor any Group Parties beneficially own the Nominee Right Threshold, the Investor shall not and shall cause each of its Affiliates shallthe Investor Group Parties and their respective officers, unless directors and until it shall have received agents, not to, without the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly : (i) in any manner acquire, agree to acquire, acquire or make to securityholders of the Company any public proposal offer to acquire, directly or cause any third-party to acquire indirectly, any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, ; (ii) publicly propose or offer to enter into, directly or indirectly, any mergeramalgamation, consolidationplan of arrangement, merger or business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or combination involving the CompanyCompany or its Subsidiaries or to purchase, directly or indirectly, a material portion of the property or assets of the Company or its Subsidiaries; (iii) make, directly or indirectly “solicit” or participate or join with any person in the “solicitation” of any way participate in, any solicitation of proxies or consents, “proxies” (as such terms are used defined in Regulation 14A under the Exchange Act, with respect Securities Act (Ontario)) to any securities of the Companyvote, or seek to advise or influence any person with respect to the voting of of, any Common Shares or other securities of the Company; (iv) other than with respect to the Investor Nominee, seek (i) representation on the Board, (ii) the removal of any directors on the Board, or demand (iii) a change in connection with the foregoing, a copy size or composition of the stock ledger list of stockholdersBoard; (v) otherwise act alone or Act Jointly or In Concert with others, subject to the Investor Nominee performing his or any other books and records her duties as a director of the Company, (iv) formto seek to control or to influence the management, join the Board or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities policies of the Company; (vi) make any public or private disclosure of any consideration, intention, plan or arrangement inconsistent with any of the foregoing; or (vvii) knowingly advise, assist, induce encourage or encourage Act Jointly or In Concert with any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, provided, however, that if the Investor Group Parties cease to beneficially own at least 14.9% of the Outstanding Common Shares, the Investor will be entitled to acquire in open market transactions on or (vi) make any publicly disclosed proposal regarding through the foregoingfacilities of the TSX or NASDAQ such number of Common Shares representing 5% of the Outstanding Common Shares, provided further that at no time while and for so long as the Investor Group Parties beneficially own the Nominee Right Threshold shall the number of Common Shares beneficially owned by the Investor Group Parties exceed 19.9% of the Outstanding Common Shares.

Standstill. (a) During the Initial Term Restricted Period, unless (as such term i) the Investor receives approval of a majority of the Independent Directors, or (ii) a bona-fide third party not directly or indirectly Affiliated or Associated with or acting at the direction or suggestion of the Investor (or is defined in not otherwise a member of a Group with the Collaboration and License AgreementInvestor) has publicly announced an intention (individually or with another Person other than the Investor or an Affiliate or Associate of the Investor or any Group member) to commence an offer to acquire control of a majority of the outstanding voting shares of the Company (a “Third Party Announcement”), neither the Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent none of the CompanyInvestor, the Investor’s Board of Directors excluding the Investor DirectorAffiliates or its or their directors, officers, employees, agents or advisors will, directly or indirectly indirectly: (i) except pursuant to the Investor’s rights under Section 3.1, acquire, offer to acquire or agree to acquire, make any public proposal to acquiredirectly or indirectly, by purchase or cause any third-party otherwise, (a) that number of securities or direct or indirect rights to acquire any that number of securities of the Company, Company or any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except Subsidiary that this restriction shall not apply to (x) acquisitions would result in a Beneficial Ownership Percentage of not more than one percent (149.99%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (zb) acquisitions all or substantially all of any Additional Shares, the assets of the Company; (ii) publicly propose any mergerexcept as otherwise permitted under this Agreement, 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, (iii) make, make or in any way participate inparticipate, directly or indirectly, in any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the Exchange Act, with respect rules of the Commission) to vote any voting securities of the CompanyCompany or any Subsidiary, or seek to advise or influence any person Person with respect to the voting of any voting securities of the CompanyCompany or any Subsidiary, except with respect to securities Beneficially Owned by the Investor or its Affiliates; (iii) make any public announcement with respect to, or demand in connection submit a proposal for or offer of (with or without conditions), any merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any Subsidiary or any of its or their securities or assets, except for an offer or proposal that complies with Section 3.7(c); (iv) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, (iv) otherwise form, join or in any way engage in discussions relating to the formation of, or participate in in, a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons Act in connection with any of the foregoing, except with respect to an offer or proposal that complies with Section 3.7(c); (v) request the Company, its Affiliates or any of its or their directors, officers, employees, agents or advisors, directly or indirectly, to amend or waive any provision of this Section 3.7(a) (including this sentence); or (vi) make take or cause to be taken any publicly disclosed proposal regarding action in furtherance of any of the foregoing. (b) The Investor will promptly advise the Company of any inquiry or proposal made to the Investor with respect to any of the matters set forth under Section 3.7(a) during the Restricted Period. (c) After the Restricted Period, the Investor will not acquire, directly or indirectly, by purchase or otherwise, that number of securities of the Company that would result in a Beneficial Ownership Percentage of sixty-five percent (65%) or greater unless either (i) a Third Party Announcement has occurred, or (ii) the Investor acquires such securities pursuant to either, in the Investor’s sole discretion, (y) a tender or exchange offer to acquire all of the outstanding voting securities of the Company not Beneficially Owned by the Investor or its Affiliates; provided that such offer is approved by the holders of a majority of the outstanding voting securities of the Company that are not Beneficially Owned by the Investor or its Affiliates, or (z) a merger or other negotiated transaction with the Company; provided that such merger or other negotiated transaction with the Company is approved by a majority of the Independent Directors and the holders of a majority of the outstanding voting securities of the Company that are not Beneficially Owned by the Investor or its Affiliates. (d) Notwithstanding Sections 3.7(a) or (c), in the event any of the Notes are outstanding, unless the Beneficial Ownership Percentage is at least sixty-five percent (65%), the Investor agrees (and will cause its Affiliates) not to take any action that would reasonably be expected to trigger a Make-Whole Change in Control.

Standstill. (a) During Except as otherwise expressly provided in this Agreement, or as specifically approved by a majority of the Initial Term (as such term is defined in members of the Collaboration and License Agreement)Board, neither including at least a majority of the Sellers who are members of the Board, no Investor nor or any of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly indirectly, (i) by purchase or otherwise, Beneficially Own, acquire, agree to acquire, make any public proposal to acquire, acquire or cause any third-party offer to acquire any securities of the Company, any option Voting Securities or direct or indirect rights or options to acquire Voting Securities (including any voting trust certificates representing such securities, any security convertible into or exchangeable for any such securities or ) other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Class A Shares, (ii) publicly enter, propose to enter into, solicit or support any merger, consolidation, merger or business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization combination or similar transaction involving Fortress or any of its Subsidiaries, or involving purchase, acquire, propose to purchase or acquire or solicit or support the Companypurchase or acquisition of any portion of the business or assets of Fortress or any of its Subsidiaries (except for proposals to purchase or acquire a non-material portion of the assets of Fortress or any of its Subsidiaries that are not required to be publicly disclosed), (iii) initiate or propose any securityholder proposal without the approval of the Board granted in accordance with this Agreement or make, or in any way participate in, any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A the proxy rules promulgated by the SEC under the Exchange Act, with respect ) to any securities of the Companyvote, or seek to advise or influence any person Person with respect to the voting of, any Voting Securities or request or take any action to obtain any list of securityholders for such purposes with respect to any securities matter (or, as to such matters, solicit any Person in a manner that would require the filing of a proxy statement under Regulation 14A of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the CompanyExchange Act), (iv) form, join or in any way participate in a “group” Group (within other than a Group consisting solely of Investor and its respective Affiliates) formed for the meaning purpose of Section 13(d)(3) acquiring, holding, voting or disposing of the Exchange Act) or taking any other action with respect to any voting securities of the CompanyVoting Securities, (v) knowingly assist, induce or encourage deposit any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) Voting Securities in a voting trust or enter into any arrangements, understandings voting agreement or arrangement with respect thereto (other than this Agreement and such voting trusts or agreements which are solely between an Investor and its Affiliates or made between an Investor and its Affiliates and Fortress pursuant to this Agreement), (whether written vi) seek representation on the Board, the removal of any directors from the Board or orala change in the size or composition of the Board (in each case, other than as provided in this Agreement), (vii) withmake any request to amend or waive any provision of this Section 6.1, which request would require public disclosure under applicable Law, (viii) disclose any intent, purpose, plan, arrangement or adviseproposal inconsistent with the foregoing (including any such intent, financepurpose, plan, arrangement or assistproposal that is conditioned on or would require the waiver, any other persons in connection with amendment, nullification or invalidation of any of the foregoing) or take any action that would require public disclosure of any such intent, purpose, plan, arrangement or proposal, (ix) take any action challenging the validity or enforceability of the foregoing or (x) assist, advise, encourage or negotiate with any Person with respect to, or (vi) make seek to do, any publicly disclosed proposal regarding of the foregoing; provided that (a) it shall not be a violation of this Section 6.1(a)(x) to sell Initial Class A Shares and (b) it shall not be a violation of this Section 6.1(a) by an Investor to (1) trade securities of Fortress and its Subsidiaries for the accounts of its customers in the ordinary course of trading, investment management, financing and brokerage activities subject to appropriate information barriers being in place or (2) participate in any coinvestment opportunities offered to it by Fortress or any Fortress Subsidiary. (b) Nothing in this Section 6.1 shall (i) prohibit or restrict an Investor from responding to any inquiries from any shareholder of Fortress as to such Investor’s intention with respect to the voting of any Voting Securities Beneficially Owned by Investor so long as such response is consistent with the terms of this Agreement; (ii) restrict the right of each director on the Board or any committee thereof to vote on any matter as such individual believes appropriate in light of his or her duties as a director or committee member or the manner in which a director may participate in his or her capacity as a director in deliberations or discussions at meetings of the Board or as a member of any committee thereof; (iii) prohibit such Investor from Beneficially Owning Voting Securities issued as dividends or distributions in respect of, or issued upon conversion, exchange or exercise of, securities which such Investor is permitted to Beneficially Own under this Agreement; or (iv) prohibit any officer, director, employee or agent of Investor from purchasing or otherwise acquiring Voting Securities so long as he or she is not a member of a Group that includes such Investor or is not otherwise acting on behalf of Investor.

Standstill. (a) During the Initial Term Covered Period (as such term is defined unless specifically otherwise requested in writing by the Collaboration and License Agreement)Company, neither the Investor nor any acting through a resolution of its Affiliates shall, unless and until it shall have received the prior written consent a majority of the Company’s Board directors), each Member of Directors excluding the Investor DirectorNokomis Group shall not, and shall cause each Nokomis Affiliate not to (except as expressly set forth in this Agreement), directly or indirectly indirectly, in any manner, alone or in concert with others: (i) acquiremake, agree to acquire, make any public proposal to acquire, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) makeengage in, or in any way participate in, directly or indirectly, any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are defined in or used in Regulation 14A under the Exchange Act, with respect Act and Regulation 14A thereunder) or consents to any securities of the Companyvote, or seek to advise advise, encourage or influence (including, for the avoidance of doubt, by encouraging or participating in any “withhold” or similar campaign) any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) with respect to the election or removal of directors or stockholder proposals, or become a “participant” (as such term is defined in or used under the Exchange Act and Regulation 14A thereunder) in any contested solicitation for the election of directors with respect to the Company (other than a solicitation or acting as a participant in support of all of the nominees of the Board at any stockholder meeting) or make, be the proponent of or cause any person to initiate any stockholder proposal pursuant to Rule 14a-8 under the Exchange Act, the Company’s Bylaws or otherwise; (ii) form, join, encourage, influence, advise or in any way participate in any group (within the meaning of Section 13(d)(3) under the Exchange Act) with any person who is not identified on Schedule A as a Member of the Nokomis Group or a Nokomis Affiliate (any such person, a “Third Party”) with respect to any securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities of the Company in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof; (iii) consciously work in parallel, or otherwise participate in a joint activity or course of action, with any Third Party (other than the Company) toward acquiring control or otherwise exercising a controlling influence over the management and policies of the Company, whether or demand not pursuant to an express agreement; (iv) effect or seek to effect, offer or propose to effect, cause or participate in, or in connection with any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of assets, liquidation, dissolution or other extraordinary transaction involving the foregoingCompany or any of its subsidiaries or any of their respective securities (each, an “Extraordinary Transaction”), provided, however, that this clause shall not preclude the tender by the Nokomis Group or a copy Nokomis Affiliate of any securities of the stock ledger list Company into any tender or exchange offer, or vote with respect to any Extraordinary Transaction in accordance with Section 1(c); (v) (A) call, seek to call or request the call of any meeting of stockholders, including by written consent, (B) seek representation on, or nominate any candidate to, the Board, except as specifically set forth in Section 1, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders or otherwise act or seek to act by written consent, (E) conduct a referendum of stockholders, or (F) make a request for any stockholder list or other books and records of the Company, whether pursuant to applicable law, the Company’s Bylaws or otherwise, except by any Nokomis Designee in his or her capacity as a director; (ivvi) form, join except in connection with the enforcement of this Agreement or passive participation as a class member in any way participate in class action (which, for the avoidance of doubt, shall not include participation as a “group” (within the meaning of Section 13(d)(3) of the Exchange Actname or lead plaintiff) with respect to any voting securities event or circumstance occurring prior to the date of this Agreement, initiate, encourage or participate in any litigation against the Company or any of its subsidiaries or their respective directors or officers, or in any derivative litigation on behalf of the Company, except for testimony in any legal proceeding that may be required by law; (vii) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors, the removal of any directors, or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices or dividend of the Company, (vC) knowingly assist, induce or encourage any other Person material change in the Company’s management, business or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoing.corporate structure,

Standstill. Buyer agrees that, for a period of eighteen (18) months from the date hereof (the “Standstill Period”), neither it nor its affiliates will, unless invited by the Board of Directors of the Company in writing: (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly (i) acquire, agree to acquire, make any public proposal offer or propose to acquire, or cause agree or seek to acquire, directly or indirectly, by purchase or otherwise, any third-party securities or direct or indirect rights or options to acquire any securities of the Company or any businesses or assets of the Company; provided, however that the foregoing shall not restrict Buyer and its affiliates, collectively, from acquiring, in the ordinary course of their business, up to 1% of the outstanding publicly-traded common stock of the Company; (b) enter into or agree, offer, propose or seek to enter into, or otherwise be involved in or part of, directly or indirectly, any option to acquire any such securities, any security convertible into or exchangeable for any such securities acquisition transaction or other right business combination relating to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) all or part of the then-outstanding shares Company or any acquisition transaction for all or part of the Common Stock in assets of the aggregate during the Initial Term, Company or any of its businesses; (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iiic) make, or in any way participate in, directly or indirectly, any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities rules of the CompanySecurities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of of, any voting securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, ; (ivd) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to any voting securities of the Company; (e) seek or propose, alone or in concert with others, to influence or control the Company’s management or policies; (vf) knowingly assist, induce directly or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or indirectly enter into any arrangementsdiscussions, negotiations, arrangements or understandings with any other person with respect to any of the foregoing activities or agreements propose any of such activities to any other person; (whether written or oralg) with, or advise, finance, or assist, encourage, act as a financing source for or otherwise invest in any other persons person in connection with any of the foregoing activities; or (h) disclose any intention, plan or arrangement inconsistent with any of the foregoing. Buyer also agrees that, during the Standstill Period, neither Buyer nor its affiliates will: (i) request that the Company or its advisors, directly or indirectly, (A) amend or waive any provision of this Section 11 (including this sentence) or (B) otherwise consent to any action inconsistent with any provision of this Section 11 (including this sentence); or (ii) take any initiative with respect to the Company which could require the Company to make a public announcement regarding (A) such initiative, (B) any of the activities referred to this Section 11, (C) the possibility of a Transaction or any similar transaction or (D) the possibility of Buyer or any other person acquiring control of the Company, whether by means of a business combination or otherwise. Notwithstanding the foregoing, the limitations and prohibitions on Buyer set forth in this paragraph shall no longer apply from the earliest of (x) the date the Company enters into a definitive written agreement with any person or group other than Buyer which provides for any transaction where such person or group (or such person’s or group’s stockholders) would be acquiring at least 40% or more of the outstanding capital stock of the Company or all or substantially all of the assets of the Company (each, a “Third Party Acquisition”), (y) the date any person or group other than Buyer enters into a definitive written agreement to acquire, or acquires, “beneficial ownership” (as such term is defined under the Exchange Act) of 40% or more of the outstanding capital stock of the Company or (viz) make the date any person or group other than Buyer publicly disclosed proposal regarding the foregoingproposes a Third Party Acquisition pursuant to a tender or exchange offer and/or a proxy solicitation.

Standstill. ILDE agrees that, from and after the date of this Agreement until the Closing, ILDE shall not, and shall cause its Affiliates not to, directly or indirectly: (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shall, unless and until it shall have except for Company Equity Interests received the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly (i) acquireby way of stock splits, agree to acquirestock dividends, make any public proposal to acquirereclassifications, recapitalizations or cause any third-party to acquire any securities other distributions by the Company in respect of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Company Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Sharesissued pursuant to this Agreement, (ii) publicly propose pursuant to the exercise of the Warrants, or (iii) pursuant to Section 4.9, (x) acquire (directly or indirectly, by purchase or otherwise) any mergerCompany Equity Interests or (y) authorize, consolidation, business combination, make or commence a tender or exchange offer, sale exchange offer or other offer or proposal (whether written or oral) to acquire (directly or indirectly, by purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, otherwise) Company Equity Interests; (iiib) make, or in any way participate inparticipate, directly or indirectly, in any solicitation “solicitation” of proxies or consents, “proxies” to vote (as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities rules of the CompanySEC), or seek to advise or influence any person Person (other than (x) ILDE or its Affiliates, (y) in accordance with and consistent with the recommendation of the Company Board, or (z) solely in favor of the Transaction) with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, Company Equity Interests; (ivc) form, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act) for the purpose of voting, acquiring, holding or disposing of any Company Equity Interests; (d) submit to the Company Board a written proposal for or offer of (with or without conditions), any merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any of its Subsidiaries or any of their securities or assets, or make any public announcement with respect to such proposal or offer; (e) request the Company to amend or waive any voting securities provision of the Company, this Section 4.8; or (vf) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, arrangement with any other persons in connection with third party concerning any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoing.

Standstill. Each of Intel, TPG and TB agrees that, notwithstanding Section 4.6 hereof, until the later of (a) During the Initial Term date two (as such term is defined 2) years following the Closing and (b) the date that TPG loses its right to designate a director pursuant to Section 3.1(b), in the Collaboration case of TPG and License AgreementTB, or the date that Intel loses its right to designate a director pursuant to Section 3.1(c), in the case of Intel (the “Standstill Period”), neither such Stockholder nor its Affiliates (in the Investor nor case of TPG or TB) or the Intel Group (in the case of Intel) or Representatives (acting on its behalf or on behalf of such Stockholder or any of its Affiliates shall(in the case of TPG or TB) or the Intel Group (in the case of Intel) or at its direction or the direction of such Stockholder or any of its Affiliates (in the case of TPG or TB) or the Intel Group (in the case of Intel)) will, unless and until it shall have received directly or indirectly, without the prior written consent of the Company’s Board of Directors excluding the Investor Directoror as expressly permitted herein, directly or indirectly (i) acquire, agree to acquire, make any public proposal propose, seek or offer to acquire, or cause any third-party to acquire knowingly facilitate the acquisition or ownership of, any securities or indebtedness of the Company, any warrant or option to acquire any purchase such securitiessecurities or indebtedness, any security convertible into or exchangeable for any such securities or indebtedness (other than, for the avoidance of doubt, the issuance of shares of Class A Common Stock upon an exchange of shares of Class B Common Stock together with LLC Units), or any other right to acquire any such securities (except or indebtedness that this restriction shall not apply to (x) acquisitions of not would result in such Stockholder owning more than one forty-nine percent (149%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records power of the Company, (ivii) formenter, join agree to enter, propose, seek or in offer to enter into or knowingly facilitate any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company, or (viii) advise or knowingly assist, induce assist or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangementsdiscussions, understandings negotiations, agreements or agreements (whether written or oral) with, or advise, finance, or assist, arrangements with any other persons Persons in connection with any of the foregoing. Notwithstanding the foregoing, each of Intel, TPG and TB shall be entitled to have discussions with the Chief Executive Officer of the Company and the Chairperson of the Board of the Company, or the full Board (vior any committee thereof), regarding any of the matters set forth in this Section 4.5, but only so long as such request or proposal does not require public disclosure by the Company or any such Person. This Section 4.5 shall be of no further force and effect upon the occurrence of any of the following events: (i) make the Company enters into a definitive agreement with a person or “group” of persons involving the direct or indirect acquisition of all or a majority of the Company’s equity securities or all or substantially all of the Company’s assets or (ii) any publicly disclosed proposal regarding person (other than the foregoingCompany and its Subsidiaries) commences a tender offer or exchange offer with respect to securities representing a majority of the voting power of the Company and the Board fails to recommend against such tender offer or exchange offer within 10 Business Days of the commencement thereof. Nothing in this Section 4.5 shall restrict any Stockholder’s ability to monetize its equity investment in the Company in compliance with applicable securities laws.

Standstill. (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shallThe Executive hereby agrees that, unless and until it shall have received specifically requested in writing in advance by the prior written consent Board, the Executive will not at any time during the period of the Executive’s employment with the Company’s Board , the period, if any, during which the Executive is receiving payments from the Company pursuant to Section 4, and for a period of Directors excluding three years thereafter (and the Investor DirectorExecutive will not at any time during such period assist or encourage others to) participate, directly or indirectly (i) acquirein any activity that, agree to acquireif consummated, make any public proposal to acquire, or cause any third-party to acquire any securities would result in a Change in Control of the CompanyParent. For purposes of this Section 9, a Change in Control of the Parent shall mean (a) any option to acquire any such securities, any security convertible into or exchangeable for any such securities sale or other right to acquire disposition of all or substantially all of the assets of the Parent, (b) any such securities (except that this restriction shall not apply to (x) acquisitions acquisition of not more than one percent (1%) 40% of the then-then outstanding shares of common stock of the Common Stock Parent, (c) any merger in which the existing stockholders of the Parent fail to own 50% or more of the corporation resulting from such merger or (d) any change in the aggregate during membership of the Initial TermBoard such that the individuals who, as of the date of this Agreement, constitute the Board (ythe “Incumbent Board”) acquisitions cease for any reason to constitute at least a majority of such Board; provided, however, that any individual who becomes a director of the Investor’s qualified employee benefit plansParent subsequent to the date of this Agreement whose election, or (z) acquisitions nomination for election by the Parent’s stockholders, was approved by the vote of any Additional Sharesat least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, (ii) publicly propose any merger, consolidation, business combination, tender that no individual who was initially elected as a director of the Parent as a result of an actual or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, (iii) make, or in any way participate in, any solicitation of proxies or consentsthreatened election contest, as such terms are used in Rule 14a-l 1 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act, with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders”), or any other books and records actual or threatened solicitation of the Companyproxies or consents by or on behalf of any individual, (iv) formentity or group, join or in including any way participate in a “groupperson” (within the meaning of Section 13(d)(313(d) of the Exchange Act) with respect to any voting securities , other than the Board shall be deemed a member of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoingIncumbent Board.

Standstill. (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shallThe Executive hereby agrees that, unless and until it shall have received specifically requested in writing in advance by the prior written consent Board, the Executive will not at any time during the period of the Executive's employment with the Company’s Board , the period, if any, during which the Executive is receiving payments from the Company pursuant to Section 4, and for a period of Directors excluding three years thereafter (and the Investor DirectorExecutive will not at any time during such period assist or encourage others to) participate, directly or indirectly (i) acquirein any activity that, agree to acquireif consummated, make any public proposal to acquire, or cause any third-party to acquire any securities would result in a Change in Control of the CompanyParent. For purposes of this Section 9, a Change in Control of the Parent shall mean (a) any option to acquire any such securities, any security convertible into or exchangeable for any such securities sale or other right to acquire disposition of all or substantially all of the assets of the Parent, (b) any such securities (except that this restriction shall not apply to (x) acquisitions acquisition of not more than one percent (1%) 40% of the then-then outstanding shares of common stock of the Common Stock Parent, (c) any merger in which the existing stockholders of the Parent fail to own 50% or more of the corporation resulting from such merger or (d) any change in the aggregate during membership of the Initial TermBoard such that the individuals who, as of the date of this Agreement, constitute the Board (ythe "Incumbent Board") acquisitions cease for any reason to constitute at least a majority of such Board; provided, however, that any individual who becomes a director of the Investor’s qualified employee benefit plansParent subsequent to the date of this Agreement whose election, or (z) acquisitions nomination for election by the Parent's stockholders, was approved by the vote of any Additional Sharesat least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, (ii) publicly propose any merger, consolidation, business combination, tender that no individual who was initially elected as a director of the Parent as a result of an actual or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, (iii) make, or in any way participate in, any solicitation of proxies or consentsthreatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act, with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders"), or any other books and records actual or threatened solicitation of the Companyproxies or consents by or on behalf of any individual, (iv) formentity or group, join or in including any way participate in a “group” ("person" within the meaning of Section 13(d)(313(d) of the Exchange Act) with respect to any voting securities , other than the Board shall be deemed a member of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoingIncumbent Board.

Standstill. (a) During Until the Initial Term later of (as such term is defined in i) two years from the Collaboration Closing Date and License Agreement), neither (ii) the date on which (x) the Investor nor any of its Affiliates shallno longer satisfies the 5% Beneficial Ownership Requirement and (y) there is no CPPIB Board Representative or CPPIB Board Nominee, unless and until it the Investor’s Active Equities Group shall have received not, without the prior written consent or invitation of the Company’s Board of Directors excluding the Investor DirectorBoard, as applicable, directly or indirectly indirectly, (i) acquireeffect or seek, agree offer or propose (whether publicly or otherwise) to acquire, make any public proposal to acquireeffect, or cause or participate in or in any third-party way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any loans, debt securities, equity securities, assets or rights to acquire any securities (or any other beneficial ownership thereof), or materially all of the assets, of the Company, (B) any option to acquire any such securities, any security convertible into or exchangeable for any such securities merger or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, business combination or (z) acquisitions of any Additional Shares, (ii) publicly 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 offer involving the Company, (iiiC) makeany recapitalization, restructuring, liquidation, dissolution or in other extraordinary transaction with respect to the Company or any way participate in, of the Company Subsidiaries or (D) any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the Exchange Act, proxy rules of the Commission) or consents to vote or otherwise with respect to any voting securities of the Company, or seek to advise or influence make any person with respect to communication exempted from the voting definition of any securities of “solicitation” by Rule 14a-1(1)(2)(iv) under the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the CompanyExchange Act, (ivii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of as defined under the Exchange Act) with respect to any voting securities the Company, (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board or policies of the Company, (viv) knowingly assist, induce or encourage have any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) discussions or enter into any arrangements, understandings or agreements (whether written oral or oralwritten) with, or advise, finance, assist or assistencourage, any third party with respect to any of the matters set forth in this Section 14(a), or make any investment in any other persons person that engages, or offers or proposes to engage, in connection with any of such matters (it being understood that, without limiting the generality of the foregoing, the Investor shall not be permitted to act as a joint bidder or co-bidder with any other person with respect to the Company), (v) take any action which might cause or require the Company or the Investor to make a public announcement regarding any of the types of matters set forth in this Section 14(a); or (vi) make disclose any publicly disclosed proposal regarding intention, plan or arrangement inconsistent with this Section 14(a) (each of (i), (ii), (iii), (iv), (v) and (vi), an “Extraordinary Transaction”). (b) Notwithstanding the foregoing, Section 14(a) shall not in any way restrict, prohibit, or apply to any actions taken by the Investor’s Active Equities Group to: (i) acquire, or otherwise participate in the acquisition of, any loans, debt securities, Equity Securities, assets or rights to acquire any securities (or any other beneficial ownership thereof) which in the aggregate, represent not more than 9.99% of the issued and outstanding Common Stock (the “9.99% Exception”); or (ii) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, any Extraordinary Transaction, which has been previously publicly announced as having been approved, recommended or consented to by the Board; or (iii) From the date of public announcement of or public disclosure of commencement of: (A) the entering into of a definitive agreement with the Company contemplating the acquisition of 20% or more of the Common Stock of the Company; or (B) the entering into of a definitive agreement with respect to any merger, asset purchase and sale or other business combination transaction involving the Company, or an intention to make an offer to the Company to undertake such a transaction, which would, if completed, result in (1) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders of the Company holding less than 80% of the equity securities of the resulting entity or (2) all or substantially all of the Company’s assets being sold to any person or group (other than the Investor); or (iv) (A) Following consultation with the Company and upon the prior written consent of the Company or invitation of the Board, as applicable, holding securities of the Company in excess of the 9.99% Exception; or (B) upon holding securities of the Company in excess of the 9.99% Exception, acquiring additional securities without the prior written consent of the Company or invitation of the Board solely to the extent that, upon such acquisition of additional securities, the Investor’s Active Equities Group would not beneficially own in excess of 20% of the issued and outstanding shares of Common Stock. The Investor agrees during the effectiveness of the provisions of this Section 14 not to request the Company (or its representatives), directly or indirectly, to amend or waive any provision of this Section 14 (including this sentence). (c) Nothing contained in this Section 14 shall in any way restrict or prohibit any activities of the Investor’s Active Equities Group or any person acting on behalf of the Investor’s Active Equities Group in connection with: (i) exercising any of the Investor’s rights under this Agreement, (ii) privately communicating with Company management, the Chairman of the Board or the lead independent director of the Board in the Investor’s capacity as a shareholder of the Company (including by providing its views privately to Company management, the Chairman of the Board or the lead independent director of the Board on any matter); provided, that such actions are not intended to and would not reasonably be expected to require public disclosure of such actions, (iii) exercising any voting, dividend or liquidation rights attached to any securities that it may own in accordance with its corporate governance policies and proxy voting guidelines, (iv) disclosing its voting intentions in accordance with normal practices or (v) complying with applicable Laws. Nothing contained in this Section 14 shall in any way restrict or prohibit any actions taken by the CPPIB Board Representative acting solely in his or her capacity as a director of the Company consistent with his or her fiduciary duties as a director of the Company; provided, that such action does not include any public announcement or disclosure by the CPPIB Board Representative. (d) The provisions of this Section 14 shall supersede the provisions of Section 5.6 of the Stock Purchase Agreement in their entirety simultaneously with the Closing, and the provisions of Section 5.6 of the Stock Purchase Agreement shall forthwith become null and void.

Standstill. (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shallThe Executive hereby agrees that, unless and until it shall have received specifically requested in writing in advance by the prior written consent Board, the Executive will not at any time during the period of the Executive’s employment with the Company’s Board , the period, if any, during which the Executive is receiving payments from the Company pursuant to Section 4, and for a period of Directors excluding three years thereafter (and the Investor DirectorExecutive will not at any time during such period assist or encourage others to) participate, directly or indirectly (i) acquirein any activity that, agree to acquireif consummated, make any public proposal to acquire, or cause any third-party to acquire any securities would result in a Change in Control of the CompanyParent. For purposes of this Section 9, a Change in Control of the Parent shall mean (a) any option to acquire any such securities, any security convertible into or exchangeable for any such securities sale or other right to acquire disposition of all or substantially all of the assets of the Parent, (b) any such securities (except that this restriction shall not apply to (x) acquisitions acquisition of not more than one percent (1%) 40% of the then-then outstanding shares of common stock of the Common Stock Parent, (c) any merger in which the existing stockholders of the Parent fail to own 50% or more of the corporation resulting from such merger or (d) any change in the aggregate during membership of the Initial TermBoard such that the individuals who, as of the date of this Agreement, constitute the Board (ythe “Incumbent Board”) acquisitions cease for any reason to constitute at least a majority of such Board; provided, however, that any individual who becomes a director of the Investor’s qualified employee benefit plansParent subsequent to the date of this Agreement whose election, or (z) acquisitions nomination for election by the Parent’s stockholders, was approved by the vote of any Additional Sharesat least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, (ii) publicly propose any merger, consolidation, business combination, tender that no individual who was initially elected as a director of the Parent as a result of an actual or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, (iii) make, or in any way participate in, any solicitation of proxies or consentsthreatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act, with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders”), or any other books and records actual or threatened solicitation of the Companyproxies or consents by or on behalf of any individual, (iv) formentity or group, join or in including any way participate in a “groupperson” (within the meaning of Section 13(d)(313(d) of the Exchange Act) with respect to any voting securities , other than the Board shall be deemed a member of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoingIncumbent Board.

Standstill. For a period of eighteen (a18) During months from and after the Initial Term (as such term is defined in date hereof, the Collaboration Recipient shall not, and License Agreement), neither the Investor nor any of shall cause its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Directornot to, directly or indirectly indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the Company: (i) acquire, or offer, seek, propose or agree to acquire, make directly or indirectly, by purchase or otherwise, any public proposal to acquire, equity or cause other securities of the Company or any third-party to acquire any securities of the assets or businesses of the Company, or any right or option to acquire any such securitiesof the foregoing (including from a third party), or make any security convertible into public announcement (or exchangeable for request permission to make any such securities or other right announcement) with respect to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, foregoing; (ii) publicly 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, (iii) make, or in any way participate in, any solicitation of solicit proxies or consents, consents or become a “participant” in a “solicitation” (as such terms are used defined in Regulation 14A under the Exchange Act, ) of proxies or consents with respect to any equity or other securities of the Company with regard to any matter; (iii) seek to control or influence the management or the board of directors of the Company, seek or propose to obtain representation or further representation on the board of directors of the Company or any committee thereof, seek to advise advise, encourage or influence any person with respect to the voting of any equity or other securities of the Company or seek to induce or in any manner assist any other person to initiate any stockholder proposal with respect to any securities of the Company, any change of control of the Company or for the purpose of convening any meeting of stockholders of the Company or to initiate any tender or exchange offer for equity or other securities of the Company; (iv) make any public or other announcement, except as required by law, or make any written or oral offer, proposal or inquiry relating to a tender or exchange offer for any equity or other securities of the Company, or demand any merger, consolidation, business combination or other transaction that would result in connection with a change of control, sale of assets, liquidation or other extraordinary corporate transaction (each such transaction being referred to herein as an “Acquisition”) between the foregoing, Company and the Recipient and/or any of its Affiliates or take any action which could reasonably be expected to require the Company to make a copy public announcement regarding any Acquisition or the pursuit of any strategic alternative; (v) deposit any equity or other securities of the stock ledger list Company in a voting trust or subject any such securities of stockholdersthe Company to any arrangement or agreement with respect to the voting, ownership or economic interest of any other books and records such securities of the Company, ; (ivvi) form, join or in any way participate in a “group” any partnership, limited partnership, syndicate or other group (within or otherwise act in concert with any other person) for the meaning purpose of Section 13(d)(3acquiring, holding, voting or disposing of any equity or other securities of the Company or taking any other actions restricted or prohibited under clauses (i) through (v) of this Section 6; or (vii) propose, inquire or otherwise seek to have the Exchange Act) Company amend or waive any provision of this Section 6; provided that the Recipient shall not be precluded from communicating solely and exclusively with the Board of Directors of the Company with respect to a transaction involving the Company or seeking a waiver of any voting securities of the Companyprovisions of Section 6. If the Recipient receives any proposal, (v) knowingly assist, induce inquiry or encourage any other Person or agree or offer communication with respect to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, it shall promptly advise the Company thereof, and inform the Company of the source and details of such proposal, inquiry or communication. Notwithstanding the foregoing restrictions in this Section 6, (i) each Party may purchase goods or services of the other Party or submit proposals for the purchase or sale of goods or services to the other Party in the ordinary course of business consistent with past practice and (ii) the limitations and prohibitions on the Recipient set forth in this Section 6 shall no longer apply if, at any time during the eighteen (18) month period, any person, entity or group (x) in any manner acquires or agrees to acquire, directly or indirectly, at least a majority of the outstanding capital stock of the Company; (y) enters into, directly or indirectly, a definitive agreement with the Company providing for any Acquisition involving the Company which, if consummated, would result in the stockholders of the Company immediately prior to the consummation of such transaction ceasing to own at least a majority of the outstanding capital stock of the surviving entity, or would result in all or a substantial portion of the Company’s assets being sold to any person, entity or group; or (viz) make announces or commences a tender or exchange offer to acquire capital stock of the Company which, if successful, would result in such person, entity or group owning (when combined with any publicly disclosed proposal regarding other equity securities owned by such person, entity or group) at least a majority of the foregoingthen outstanding capital stock of the Company. The Recipient hereby represents to the Company that, neither it nor any of its Affiliates owns (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) any equity or other securities issued by the Company as of the date hereof.

Standstill. (a) During the Initial Term (as such term is defined Acquiror hereby acknowledges that, in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent consideration of the Company’s Board willingness to agree to the Non-Solicitation Period, unless otherwise agreed in writing by the Company, for a period commencing with the date of Directors excluding this letter agreement and expiring on September 28, 2008, Acquiror and its officers, directors, employees will not, and Acquiror will not authorize or permit any of its Representatives acting on behalf of Acquiror to, (a) publicly propose or publicly announce any intention to propose to the Investor DirectorCompany or any other person any transaction between Acquiror and/or its Affiliates and the Company and/or its security holders or involving any of the Company’s securities or security holders; (b) acquire or assist, advise or encourage any other persons in acquiring, directly or indirectly (i) acquireindirectly, agree to acquire, make control of the Company or any public proposal to acquire, or cause any third-party to acquire any securities of the Company, any option to acquire any such ’s securities, any security convertible into businesses or exchangeable for any such securities assets; (c) directly or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Termindirectly, (y) acquisitions for the Investor’s qualified employee benefit plansform, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, join or in any way participate in, in a third party “group” (or discuss with any solicitation third party the potential formation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, a group) with respect to any potential acquisition or other strategic transaction involving all or a portion of the assets or securities of the Company; (d) make, or participate in, any “solicitation” of “proxies” to vote or seek to advise or influence in any manner whatsoever any person or entity with respect to the voting of any securities of the Company, or demand whether alone or in connection concert with others, to seek to control, change or influence the foregoingmanagement, a copy Board of the stock ledger list of stockholders, Directors or any other books and records policies of the Company, or nominate any person as a Director of the Company, or propose any matter to be voted upon by the stockholders of the Company; (ive) formrequest the Company (or any of its Representatives), join directly or indirectly, to amend or waive any provision of this paragraph (including this sentence); or (f) take any action that might require the Company to make a public announcement regarding a possible transaction; provided, however, that this paragraph (and all of the restrictions set forth in this paragraph) shall terminate immediately and automatically (without any way participate in a action on the part of either party hereto) upon (i) the announcement or commencement by any person or “group” (within the meaning of Section 13(d)(313(d) of under the Exchange Act) of a tender or exchange offer to acquire shares of common stock of the Company which, if successful, would result in such person or “group” owning (when combined with respect to any voting securities other shares of common stock of the Company owned by such person or “group”) more than fifty percent (50%) of the then outstanding shares of common stock of the Company, (vii) knowingly assistthe announcement by the Company of any merger, induce sale or encourage any other Person or agree or offer business combination transaction pursuant to take, or knowingly encourage or propose which (publicly or otherwiseA) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any the outstanding common stock of the foregoingCompany would be converted into cash, (B) the holders of outstanding shares of common stock of the Company immediately prior to such transaction would hold, as a “group”, less than 50% of the outstanding shares of common stock of the surviving or resulting company or other entity in such transaction, or (viC) make all or substantial all of the Company’s assets would be sold or otherwise transferred or conveyed to any publicly disclosed proposal regarding person or “group” (within the foregoingmeaning of Section 13(d) under the Exchange Act).

Standstill. For a period of two (a2) During years following the Initial Term date hereof, Mann xxxll not, and shall not assist or encourage others (as such term is defined in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Directorincluding by providing financing) to, directly or indirectly (i) acquireacquire or agree, agree to acquireoffer, make any public proposal to acquire, seek or cause any third-party propose (whether publicly or otherwise) to acquire ownership (including but not limited to beneficial ownership) of any securities portion of the Company, any option to acquire any such securities, any security convertible into assets or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) Equity Securities of the then-outstanding shares Company or any of the Common Stock in the aggregate during the Initial Termits Subsidiaries, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions whether by means of any Additional Shares, (ii) publicly propose any merger, consolidation, business combinationa negotiated purchase of assets, tender or exchange offer, sale merger or purchase of assets other business combination, recapitalization, restructuring or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Companyother extraordinary transaction, (iiiii) make, or engage in any way participate in, any solicitation "solicitation" of proxies or consents, "proxies" (as such terms are used in Regulation 14A the proxy rules promulgated under the Exchange Act, with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, but disregarding clause (iv) of Rule 14a-1(l)(2) and including any exempt solicitation pursuant to Rule 14a-2(b)(1) or (2)), or form, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of as defined under the Exchange Act) ), with respect to any voting securities Equity Securities, (iii) otherwise seek or propose to acquire control of the CompanyBoard of Directors or to knowingly disrupt or impair the normal, ongoing business operations or policies (including determinations of the Board of Directors) of the Company or any of its affiliates, (iv) knowingly take any action that could reasonably be expected to force the Company to make a public announcement regarding any of the types of matters referred to in clause (i), (ii) or (iii) above, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangementsnegotiations, agreements, arrangements or understandings with any third party with respect to any of the foregoing or agreements (whether written or oralvi) with, or advise, finance, or assist, knowingly enter into any other persons in connection discussions with any third party with respect to any of the foregoing. Mann xxxll not request the Company or any of its Representatives to amend or waive any provision of this Section (including this sentence) or Section 3.05 during such period. If at any time during such period Mann xx approached by any third party concerning, or in the good faith reasonable judgment of Mann, xxrticipation in any of the types of matters referred to in clauses (vii), (ii) make any publicly disclosed proposal regarding the foregoing.and (iii)

Standstill. (a) During From and after the Initial Term (as such term is defined Effective Date until the Voting Agreement Termination Date, the Shareholder and the Xxxxxx Parties and their respective agents, employees, officers, directors, managers, control persons, representatives, successors, assigns, parent corporations, subsidiaries, Affiliates and all other persons acting in concert with or under the Collaboration and License Agreement), neither the Investor nor control or direction of any of its Affiliates shallthe Shareholder or the Xxxxxx Parties shall not, unless and until it shall have received directly or indirectly, in any manner without the prior written consent of the Company’s Board : 8.1 advise, encourage, support or influence any person with respect to the voting or disposition of Directors excluding any shares of the Investor Directorcompany contrary to the terms of this Agreement; 8.2 grant a proxy with respect to the voting of the shares of the Company to any person other than as to matters not contemplated in the proxy set forth in Section 6.2; 8.3 exercise any rights granted to the Shareholder pursuant to any of the Proxies; 8.4 deposit any shares of the Company in a voting trust or enter into any other arrangement or agreement with respect to the voting thereof other than as to matters not contemplated in the proxy set forth in Section 6.2; 8.5 take any action, alone or in concert with any other person, advise, finance, assist or participate in or encourage any person to take any action which is prohibited to be taken by such party pursuant to 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; 8.6 pursuant to the URBCA, directly or indirectly (i) acquire, agree to acquireor assist any other person or entity directly or indirectly), make a demand or seek a court order that the Company hold a special meeting of the shareholders, or in lieu thereof an annual meeting of the shareholders, for any public proposal to acquirepurpose including without limitation the purpose of electing directors; 8.7 make, or cause to be made, any third-party public statement or announcement that relates to acquire and constitutes an ad hominem attack on, or relates to or otherwise disparages, the Company, its officers, directors, employees, or any securities person who has served as an officer, director or employee of the Company, ; 8.8 recommend or request or induce or attempt to induce any option other person to acquire take any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Companyforegoing actions, or seek to advise advise, encourage or influence any person with respect to the voting of (or the execution of a written consent in respect of) any securities shares of the Company, except in accordance with the terms of this Agreement; 8.9 propose any other slate of directors for election at the Next Annual Meeting other than the individuals listed on Exhibit C (unless they or demand any of them prior thereto shall have resigned or been removed as a director or otherwise shall have refused to stand for election); 8.10 assign or sell, or offer to assign or sell, any Voting Shares in connection a private resale transaction or make a gift of any Voting Shares unless the recipient of such shares agrees to be bound by this Agreement in the same manner the Shareholder is bound hereto including without limitation the provisions of Sections 6, 8 and 12 of this Agreement; 8.11 disclose publicly or privately, in a manner that could reasonably be expected to become public, any intention, plan or arrangement inconsistent with the foregoing, a copy ; or 8.12 take any action challenging the validity or enforceability of the stock ledger list of stockholders, or any other books and records of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoingthis Agreement.

Standstill. (a) During the Initial Term (as such term is defined in the Collaboration The Holder shall not, and License Agreement), neither the Investor nor any of shall cause its Affiliates shallnot to, unless and until it shall have received during the term of this Agreement, directly or indirectly, alone or in concert with others, without the prior written consent of the Company’s Board Board, take any of Directors excluding the Investor Director, directly actions set forth below (or indirectly take any action that would require the Company to make any public announcement regarding any of the following): (ia) acquire, announce an intention to acquire, offer or propose to acquire or agree to acquire, make any public proposal to acquireby purchase or otherwise, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions Beneficial Ownership of any Additional Shares, Voting Securities other than the acquisition of Notes on the Transfer Date and the acquisition of Conversion Shares upon conversion thereof by the Holder; (ii) publicly 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, (iiib) make, or in any way participate in, any solicitation Solicitation of proxies Proxies to vote any Voting Securities or consentsof any written consent to corporate action from any holders of Voting Securities, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Company, or seek to advise advise, assist, instigate, encourage or influence any person Person with respect to the voting of any securities Voting Securities, initiate or propose any stockholder proposal or induce or attempt to induce any other Person to initiate any stockholder proposal; (c) make any statement or proposal, whether written or oral, to the Board, or to any director, officer or agent of the Company, or demand in connection make any public announcement or proposal whatsoever with the foregoingrespect to a merger or other business combination, a copy sale or transfer of any asset or assets of the stock ledger list of stockholdersCompany that individually or collectively are material to the Company, recapitalization, extraordinary dividend, share repurchase, liquidation or other extraordinary corporate transaction involving the Company or any other books and records transaction which could result in a change of control of the Company, or solicit or encourage any other Person to make any such statement, proposal or announcement; (ivd) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) Group with respect to any voting securities Voting Securities of the Company; (e) deposit any Voting Securities into a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of any Voting Securities other than as expressly contemplated by this Agreement; (f) call, request the calling of, or otherwise seek to assist in the calling of, a special meeting of the stockholders of the Company; (vg) knowingly participate in any meeting of the stockholders or execute any written consent to corporate action with respect to the Company, except in accordance with this Agreement; (h) seek to place a representative on the Board or seek the removal of any member of the Board; (i) act alone or in concert with others to seek to Control or influence in any manner the management, the Board or the policies of the Company or any of its Affiliates; (j) make a request (public or otherwise) to the Company (or its directors, officers, stockholders, employees or agents) to amend or waive this Section 2.1 or the Restated Certificate of Incorporation or Bylaws of the Company (collectively, the “Governing Instruments”), including any request (public or otherwise) to permit the Holder or its Affiliates, or any other Person, to take any action in respect of the matters referred to in this Section 2.1; (k) publicly disclose any intention, plan or arrangement inconsistent with this Section 2.1; or (l) advise, assist, induce instigate, encourage or encourage influence any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with do any of the foregoing. The foregoing provisions shall not prohibit the Holder from: (i) acquiring any interest in any fund or collective investment vehicle that owns Voting Securities (so long as (x) such acquisition is not undertaken for the purpose of avoiding this Section 2.1, (y) Voting Securities comprise no more than 5% of the net asset value of such fund or investment vehicle and (z) neither the UAW, the Holder nor any of their respective Affiliates possesses the right, power or ability to Control such fund or collective investment vehicle or its manager); (ii) engaging in Hedging Activities to the extent permissible under Section 2.2; or (iii) subject to Section 2.2, tendering into any tender or exchange offer as seller. Furthermore, the foregoing provisions shall not prohibit the UAW from (i) engaging in collective bargaining activities with respect to the Company in connection with the UAW’s representation of its members, (ii) administering or enforcing its rights under any collective bargaining agreement or other agreement or arrangement with the Company or (viiii) make any publicly disclosed proposal communicating with the UAW’s members regarding such actions or activities (so long as such actions or activities under clauses (i), (ii) and (iii) are not undertaken for the foregoingpurpose of avoiding this Section 2.1).

Standstill. (a) During Convergys hereby acknowledges that the Initial Term Confidential Information is being furnished to it in consideration of its agreement that, for a period of 12 months from the date of this Agreement, it will not, and will cause its Representatives acting on its behalf and its affiliates (as such term is defined in Rule 12b-2 under the Collaboration Securities Exchange Act of 1934, as amended (the “Exchange Act”)) not to (and License AgreementConvergys will not, and will cause such Representatives and affiliates not to assist, provide or arrange financing to or for others or encourage others to), neither directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the Investor nor Board of Directors or the President and Chief Executive Officer of the Company: (i) acquire, or agree to acquire, offer, seek or propose to acquire (or request permission to do so or to make any proposal in such regards), or indicate any interest in so doing, directly or indirectly, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of the Company or any subsidiary thereof or any of its Affiliates shallthe assets or businesses of the Company or any subsidiary thereof or any securities issued by the Company or any subsidiary thereof or any rights or options to acquire such ownership (including from a third party), unless and until it shall have received or (ii) seek or propose to influence or control in any manner the prior written consent management or the policies of the Company or to obtain representation on the Company’s Board of Directors excluding the Investor DirectorDirectors, directly or indirectly (i) acquire, agree to acquire, make interfere by any public proposal to acquire, or cause means with any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) makesolicit, or encourage or in any way participate in, directly or indirectly, the solicitation of, any solicitation of proxies or consents, including as such terms are used in Regulation 14A under the Exchange Actto voting matters, with respect to any securities of the Company, or seek to advise make any public statement or influence filing with any person governmental or judicial authority having any such effect, or (iii) offer, seek, propose or indicate an interest in any merger, consolidation, business combination, recapitalization, restructuring or other extraordinary transaction with respect to the voting Company or any subsidiary thereof or any of their respective businesses, or (iv) enter into any securities discussions, negotiations, arrangements or understandings with any third party (including security holders of the Company, or demand in connection ) with respect to any of the foregoing, a copy of the stock ledger list of stockholdersincluding, or any other books and records of the Companywithout limitation, (iv) formforming, join joining or in any way participate participating in a “group” any group (within the meaning of as defined in Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or (v) take any action which might, in effect, require the Company to make a public announcement regarding any of the foregoing, seek or request permission to do any of the foregoing, request to amend or waive any provision of this paragraph (including, without limitation, any of clauses (i) through (v) hereof) or make or seek permission to make any public announcement with respect to any of the foregoing, or (vi) make make, initiate, take or participate in any publicly disclosed demand, request, action (legal or otherwise) or proposal regarding (other than a proposal made privately to the foregoingBoard of Directors of the Company) to amend, waive or terminate any provision of this Agreement.

Standstill. In the event Authority terminates this Agreement, Authority and its affiliates will not (and will not assist or encourage others to), directly or indirectly, without the prior consent of Parent and Company, prior to the date that is six months after the date of termination, if any, of this Agreement by Authority pursuant to Section 9.1: (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement)acquire or agree, neither the Investor nor any of its Affiliates shalloffer, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly seek or indirectly (i) acquire, agree to acquire, make any public proposal propose to acquire, or cause to be acquired, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act of any third-party of Company's (or any successor's) assets or businesses or any securities issued by Company (or any successor) or any rights or options to acquire such ownership, including from a third party; (b) condemn or agree, offer, seek or propose to condemn, or cause to be condemned, any of Company's (or any successor's) assets or businesses or any securities of the Company, issued by Company (or any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities successor); (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iiic) make, or in any way participate inparticipate, in any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, consents with respect to any securities of Parent or Company which are, or may be, entitled to vote in the election of Parent's or Company's directors, as the case may be ("Voting Securities"), 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 Parent or Company; or seek to advise advise, encourage or influence any person or entity with respect to the voting of any securities of the Parent's or Company, 's Voting Securities; or demand in connection with the foregoing, a copy of the Parent's or Company's stock ledger ledger, list of stockholders, Parent's or any Company's shareholders or other books and records records; or call or attempt to call any meeting of the shareholders of Parent or Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoing.; or

Standstill. The Purchaser agrees that during the Standstill Period, without the prior written approval of the Board, the Purchaser will not, directly or indirectly, and will cause its Affiliates not to: (a) During acquire, offer or seek to acquire equity securities or rights to acquire any equity securities of the Initial Term (as such term is defined in the Collaboration and License Agreement), neither the Investor nor Company or any of its Affiliates shallSubsidiaries, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly (i) acquire, agree to acquire, make any public proposal to acquire, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such equity securities, or any options or other derivative securities or other right contracts or instruments in any way related to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares price of the Common Stock Shares or any assets or property of the Company or any of its Subsidiaries; (b) make or participate in any “solicitation” of “proxies” (whether or not relating to the election or removal of directors), as such terms are used in the aggregate during rules of the Initial TermSEC, with respect to any voting securities of the Company; (yc) acquisitions for the Investor’s qualified employee benefit plansmake any public announcement with respect to any offer or interest in, or (z) acquisitions of any Additional Shares, (ii) publicly propose any merger, consolidation, business combination, tender or exchange offeroffer for the Company’s equity securities, sale recapitalization, reorganization or purchase of any material assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Company, Company or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, its Subsidiaries or any other books and records extraordinary transaction involving the Company or any Subsidiary of the CompanyCompany or any of their respective equity securities, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) withwith any third party regarding any of the foregoing; (d) otherwise act, alone or advisein concert with others, financeto control or seek to control or influence management or the Board (other than the Purchaser Director acting in his or her capacity as a member of the Board or voting at a meeting of the Company’s shareholders); (e) disclose any intention, plan or assist, any other persons in connection arrangement inconsistent with any of the foregoing; (f) advise, assist, knowingly encourage or direct any Person to do, or (vi) make to advise, assist, encourage or direct any publicly disclosed proposal regarding other Person to do, any of the foregoing; (g) enter into any agreements or understandings with any third party (including security holders of the Company, but excluding, for the avoidance of doubt, the Purchaser Parties) with respect to any of the foregoing,; or (h) contest the validity of any of the provisions of this Section 5.06; provided, that nothing in this Section 5.06 will limit (1) any private proposals made to the Chief Executive Officer of the Company or the Chairman of the Board (so long as the manner or content of any such communication would not reasonably be expected to require any public disclosure by any Person) or (2) any actions taken by the Purchaser Director, or the ability of the Purchaser Director to vote or otherwise exercise his or her legal duties, in each case in his or her capacity as a member of the Board. Notwithstanding the foregoing, this Section 5.06 shall not prevent or impair the ability of the Purchaser or any of its Affiliates to (x) exercise any of its rights set forth in Section 5.12 or pursuant to the terms of the Preferred Shares or the Warrants, (y) acquire, offer or seek to acquire, equity securities of the Company (or rights to acquire any equity securities of the Company or any of its Subsidiaries, any securities convertible into or exchangeable for any such equity securities, or any options or other derivative securities or contracts or instruments in any way related to the price of the Common Shares or any assets or property of the Company or any of its Subsidiaries) that would result in the Purchaser beneficially owning Common Shares (on a fully as converted, as exercised basis) representing up to 19.99% of the outstanding Common Shares (taking into account, on a fully as exercised basis, any Common Shares underlying the Warrants).

Standstill. (a) During For a period commencing with the Initial Term (as such term is defined in the Collaboration date hereof and License Agreement)[****], neither the Investor Q nor any of its Affiliates agents shall, unless and until it shall have received without the prior written consent of the Company’s Board E or its board of Directors excluding the Investor Director, directly or indirectly (i) Directors: acquire, offer to acquire, or agree to acquire, make directly or indirectly, by purchase or otherwise, any public proposal to acquire, voting securities or cause any third-party direct or indirect rights to acquire any voting securities of the CompanyE or any subsidiary thereof, or of any option successor to acquire or person in control of E, or any assets of E or any subsidiary or division thereof or of any such securities, any security convertible into successor or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) controlling person; make, or in any way participate inparticipate, directly or indirectly, in any solicitation “solicitation” of proxies or consents, “proxies” to vote (as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities rules of the CompanySecurities and Exchange Commission (“SEC”)), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the CompanyE; make any public announcement with respect to, or demand in connection with the foregoing, submit a copy of the stock ledger list of stockholdersproposal for, or offer of (with or without conditions) any other books and records extraordinary transaction involving E or any of the Company, (iv) its securities or assets; form, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing; otherwise act or seek to control or influence the management, Board of Directors or (vi) policies of E; take any action that could reasonably be expected to require E to make any publicly disclosed proposal a public announcement regarding the foregoingpossibility of any of the events described in this Section 8.9; or request E or any of its agents, directly or indirectly, to amend or waive any provision of this Section 8.9. (b) The restrictions in this Section 8.9 shall apply, mutatis mutandis, (i) to E and its agents regarding any transactions in any voting securities of Q and / or REC, and (ii) to Q and its agents regarding any transactions in any voting securities of REC. (iii) to REC and its agents regarding any transactions in any voting securities of E and / or Q.

Standstill. (a) During the Initial Term period commencing on the Closing Date and continuing for one year after the Closing Date (as such term is defined in the Collaboration and License Agreement“Restricted Period”), neither the Investor nor any of its Affiliates shall, unless and until it shall have received without the prior written consent of the Company’s Board of Directors excluding Partnership, the Investor DirectorPartnership Unitholders shall not, directly or indirectly (i) acquire, agree shall cause their controlled Affiliates and shall use commercially reasonable efforts to acquirecause their Representatives not to, make any public proposal to acquire or acquire, directly or cause indirectly, by purchase or otherwise, record or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act), of any third-party additional Common Units or enter into any discussions, negotiations, agreements or understandings with any Person with respect to acquire the foregoing, or knowingly advise, assist or encourage or seek to persuade any securities other Persons in connection with any of the Companyforegoing; provided, any option to acquire any such securitieshowever, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction the Partnership Unitholders shall not apply be deemed to violate this Section 2.02(a) by virtue of being deemed to beneficially own Common Units held by any of their Permitted Assignees. (b) During the Restricted Period without the prior written consent of the Partnership, the Partnership Unitholders shall not, shall cause their controlled Affiliates not to and shall use commercially reasonable efforts to cause their Representatives not to, directly or indirectly: (i) make any public announcement involving the Partnership or any Affiliate of the Partnership with respect to (xA) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly propose any merger, consolidation, business combination, tender recapitalization, restructuring or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or other similar transaction or series of or involving the Companytransactions, (iiiB) any issuance of Common Units or (C) any sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Partnership to any Person; (ii) make, or in any way participate in, any solicitation “solicitation” (as such term is defined in Regulation 14A of the Exchange Act) of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect consents to vote any securities of the CompanyPartnership under any circumstances in connection with a merger or acquisition of the Partnership, or seek to advise or influence any person with respect to the voting of deposit any securities of the CompanyPartnership in a voting trust, grant any proxies to or demand in connection with subject them to a voting agreement or other agreement of similar effect (it is understood and agreed that this clause (ii) shall not -4- US 3699944v.4 prohibit the foregoing, a copy Partnership Unitholders from voting any securities of the stock ledger list of stockholders, or any other books and records of the Company, Partnership in their sole discretion); (iviii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting of securities of the CompanyPartnership, other than a group including solely the Partnership Unitholders and their Permitted Assignees; (iv) disclose any intention, plan or arrangement to change any of the members of the Board of Directors of the Partnership GP (other than pursuant to their rights hereunder), any of the executive officers of the Partnership GP or the organizational documents of the Partnership GP, other than to the Partnership, directors of the Partnership GP or the Partnership Unitholders and their respective advisors (it is understood and agreed that this clause (iv) shall not prohibit the Partnership Unitholders from voting any securities of the Partnership in their sole discretion); (v) knowingly assistcall, induce request the calling of, or encourage otherwise seek the calling of a special meeting of the unitholders of the Partnership; (vi) seek, alone or in concert with any other Person or agree Persons, to remove the Partnership GP; (vii) publicly disclose any intention, plan or offer arrangement inconsistent with the foregoing, or (viii) enter into any discussions, negotiations, agreements or understanding with any Person with respect to takethe foregoing, or knowingly advise, assist, encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, seek to persuade any other persons Persons in connection with any of the foregoing, or (vi) make otherwise take or cause any publicly disclosed proposal regarding action inconsistent with any of the foregoing; or (ix) seek a waiver of any of the provisions of this Section 2.02(b). (c) For the avoidance of doubt, nothing in this Section 2.02 shall limit the ability of the Partnership Unitholders, their Affiliates or any of their respective Representatives from exercising any remedies provided by the Loan Documents or applicable law with respect to any Common Units pledged pursuant to the Loan Documents.

Standstill. (a) During Each Purchaser (except for Thrive Capital) agrees that during the Initial Term (as such term is defined in the Collaboration and License Agreement)Standstill Period, neither the Investor nor any of its Affiliates shall, unless and until it shall have received without the prior written consent approval of the Company’s Board of Directors excluding the Investor DirectorDirectors, such Purchaser will not, directly or indirectly indirectly, and will cause its Affiliates not to: (i) acquire, agree to acquire, make any public proposal or offer or propose to acquire, or cause any third-party agree or seek to acquire, directly or indirectly, by purchase or otherwise, greater than 10% of the voting equity securities or direct or indirect rights or options to acquire any greater than 10% of the voting equity securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) substantially all of the then-outstanding shares assets of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, Company; (ii) publicly propose any mergerenter into, consolidationor agree, business combination, tender or exchange offer, sale propose or purchase seek to enter into, or otherwise be involved in or part of, directly or indirectly, any acquisition transaction or other business combination relating to all or part of the Company or any acquisition transaction for all or substantially all of the assets of the Company or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction any of or involving the Company, its businesses; (iii) make, make or in any way participate inin directly or indirectly, any solicitation of proxies “solicitation” or consents, “proxy” (as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities rules of the CompanySEC) to vote, or seek to advise or influence any person Person with respect to the voting of of, any voting securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, ; (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, ; (v) knowingly assistseek or propose, induce alone or encourage in concert with others, to influence or control the Company’s management or policies; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other Person or agree or offer (other than a representative of such Purchaser) with respect to take, or knowingly encourage any of the foregoing activities or propose any such activities to any other Person; (publicly or otherwisevii) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, encourage, act as a financing source for any other persons Person in connection with any of the foregoingforegoing activities; or (viii) publicly disclose any intention, plan or arrangement inconsistent with any of the foregoing restrictions. (b) Each Purchaser (except for Thrive Capital) also agrees that, during the Standstill Period, it will not: (i) publicly request the Company or its advisors, directly or indirectly, to (1) amend or waive any provision of this Section 4.05 or (2) otherwise consent to any action inconsistent with any provision of this Section 4.05; or (ii) take any initiative with respect to the Company or any of its Affiliates which could require the Company to make a public announcement regarding (w) such initiative, (x) any of the activities referred to in Section 4.05(a), (y) the possibility of the Transactions or any similar transactions or (z) the possibility of such Purchaser or any other Person acquiring control of the Company, whether by means of a business combination or otherwise. (c) The provisions of this Section 4.05 (the “Standstill”) shall be inoperative and of no force or effect with respect to any Purchaser if (i) any other Person or “group” (as defined in Section 13(d)(3) of the Exchange Act) shall have entered into a definitive agreement with the Company for a transaction that, after consummation thereof, the stockholders of the Company cease to own 50% or more of the total voting power (without giving effect to any overlapping shareholdings), or 50% or more of the consolidated total assets, of the Company or any successor entity or parent entity or resulting entity, (ii) a tender or exchange offer is made by any other Person or group to acquire 50% or more of the outstanding voting securities of the Company and the Board of Directors fails to recommend to the Company’s stockholders rejection of such tender or exchange offer within 10 Business Days of commencement thereof or withdraws such recommendation of rejection or recommends acceptance of such tender or exchange offer, (iii) the Company issues to any Person or group, or any Person or group acquires or comes to own, in each case, securities representing 50% or more of the total voting power of the Company, (iv) any Person or group commences a proxy solicitation in which the Person or “group” would, if successful or if settled, elect or acquire the ability to elect 50% or more of the Board of Directors, (v) the Company publicly announces that it has commenced a formal process to explore strategic alternatives, (vi) the Board of Directors (or any duly constituted committee thereof composed entirely of independent directors) shall have determined in good faith, after consultation with outside legal counsel, that the failure to waive, limit, amend or otherwise modify the Standstill, would be reasonably likely to be inconsistent with the fiduciary duties of the Company’s directors under applicable law, or (vivii) make the Company enters into a voluntary or involuntary bankruptcy or insolvency process (any publicly disclosed such event, a “Fall-Away Event”). (d) Notwithstanding anything to the contrary in this Agreement, from and after the occurrence of a Fall-Away Event or any expiration of this Section 4.05, no other provisions of this Agreement will be interpreted to prevent or restrict any Purchaser from proposing, pursuing or executing a business combination transaction, or from taking any of the actions described in this paragraph, or from taking any actions in furtherance thereof, with respect to the Company. Nothing in this paragraph shall prohibit any Purchaser from (x) communicating with the Company for a non-public proposal regarding the foregoinga transaction or an amendment or waiver of this paragraph in such a manner as would not reasonably be expected to require public disclosure thereof under applicable law, or (y) disposing of any securities of any company covered by this Agreement which it currently holds or may hereafter acquire.

Standstill. (a) During Except with the Initial Term (as such term is defined in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board , for so long as an Investor holds any Ordinary Shares, such Investor (including, for the avoidance of Directors excluding the Investor Directordoubt, any of its Affiliates) shall not: (i) acquire or enter into discussions to acquire, directly or indirectly, any shares of or interests in the Company (including debt, equity, derivative, partnership or other interests in any form); or (ii) provide financing (in any form) for an acquisition by a third party of any shares of or interests in the Company (including debt, equity, partnership or derivative or other interests in any form); Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, nothing in this Agreement shall limit or restrict the ability of any Person or Persons to: (A) directly or indirectly (i) acquire, agree to acquire, make any public proposal to acquire, or cause any third-party to acquire any securities of the Companyor interests in Yahoo! or SOFTBANK (including, any option to acquire any such securitiesin each case, any security convertible into debt, equity, partnership or exchangeable for any such securities derivative or other right interests in any form); (B) provide financing (in any form) for a direct or indirect acquisition by any Person or Persons of securities of or interests in Yahoo! or SOFTBANK (including, in each case, debt, equity, partnership or derivative or other interests in any form); or (C) otherwise directly or indirectly participate in any transaction with respect to acquire securities of or interests in Yahoo! or SOFTBANK (including, in each case, equity, partnership or derivative or other interests in any such securities (except that this restriction shall not apply to (x) acquisitions of not form), unless, in each case, Yahoo! owns more than one fifty percent (150%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any voting securities of the Company, Company or seek the right to advise or influence any person with respect to the voting of any securities appoint a majority of the Company, or demand in connection with the foregoing, a copy Board of the stock ledger list Company (in the case of stockholders, or any other books and records of the Companya transaction described in Sections 8.2(c)(ii)(A), (ivB) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange ActC) with respect to any Yahoo!) or SOFTBANK owns more than fifty percent (50%) of the voting securities of the CompanyCompany or the right to appoint a majority of the Board of the Company (in the case of a transaction described in Sections 8.2(c)(ii)(A), (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwiseB) or enter into any arrangements(C) with respect to SOFTBANK), understandings or agreements (whether written or oralas applicable. The standstill covenant in this Section 8.2(c) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoingshall terminate on an Initial Public Offering.

Standstill. In consideration of the Evaluation Material being furnished to you, you agree that, until the earlier of (a) During a period of one year from the Initial Term date hereof and (as b) the date that the Company executes a definitive written agreement with any third party to consummate a transaction that would result in such term is defined in third party obtaining a majority of the Collaboration and License Agreementoutstanding number of the Company's voting securities or all or substantially all of the Company's assets (the "Standstill Period"), neither the Investor you nor any of its Affiliates shallyour affiliates (as currently defined in Rule 12b-2 under the Securities Exchange Act of 1934, unless as amended (the "Exchange Act")) (nor anyone acting on behalf of any such persons), will (and until it shall have received neither you nor any of your affiliates (nor anyone acting on behalf of any of such persons) will assist, facilitate, provide or arrange financing to others, or encourage others to), directly or indirectly, acting alone or in concert with others, without the prior written consent of the Company’s Company (acting through the Special Committee of the Board of Directors excluding of the Investor Director, directly or indirectly Company): (i) acquire, agree or agree, offer, seek or propose to acquire, make ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) or control of any public proposal to acquire, or cause any third-party to acquire any voting securities of the Company, or any option rights or options to acquire such securities, securities exchangeable for or convertible into any such securities, or any security convertible into swaps or exchangeable for derivatives related thereto (collectively, "Securities") or any such securities portion of the bank debt or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) obligations of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, Company; (ii) publicly propose offer, propose, make any public announcement with respect to, or offer to enter into, any merger, consolidation, business combination, tender recapitalization, consolidation, or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or other similar extraordinary transaction of or involving the CompanyCompany or any of its Securities, bank debt or other obligations; (iii) initiate, seek, propose, make, or in any way participate in, any solicitation "solicitation" of proxies or consents, "proxies" (as such terms are used in defined under Regulation 14A under of the Exchange Act, with respect ) to any securities of the Companyvote, or seek to advise or influence any person or entity with respect to the voting of of, any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, Securities; (iv) form, join or in any way participate in action which would be reasonably expected to force the Company to make a “group” (within the meaning of Section 13(d)(3) public announcement regarding any of the Exchange Acttypes of matters set forth in clauses (i) through (iii) above; (v) publicly make or announce, or otherwise publicly disclose an intent to propose, any demand, request or proposal to amend, waive or terminate any provision of this Agreement, including requesting a waiver or modification of this provision of this paragraph or (vi) enter into any discussions or arrangements with any third party with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoing.

Standstill. (a) During the Initial Term (as such term is defined in the Collaboration Each Investor shall not, and License Agreement), neither the Investor nor shall not permit any of its Affiliates shallRelated Persons to, unless and until it shall have received without the prior written consent approval of a majority of the Company’s Board of Directors excluding the Investor Director, directly or indirectly Independent Directors: (i) acquire, agree to acquire, make any public proposal propose or offer to acquire, or cause facilitate the acquisition or ownership of, any third-party to acquire any shares of Company Stock, or securities of the Company, any option to acquire any such securities, any security Company that are convertible into or exchangeable or exercisable for shares of Company Stock (or any securities that are convertible into or exchangeable or exercisable for any such securities securities), if, following such acquisition or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions action, the Investors and their respective Related Persons would Beneficially Own, in the aggregate, shares of not Company Stock representing more than one forty percent (140%) of the then-outstanding shares of the Common Company Stock (such percentage to be calculated in the aggregate during the Initial Term, (yaccordance with Rule 13d-3(d) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, ); (ivii) form, join or in any way participate in a “group” Group (within the meaning of Section 13(d)(3) other than a Group consisting solely of the Exchange Act) Investors and their respective Related Persons, or any Group formed as a result of Phoenix’s entry into the General Support Agreement), with respect to any shares of Company Stock (or securities of the Company that are convertible into or exchangeable or exercisable for shares of Company Stock (or any securities that are convertible into or exchangeable or exercisable for any such securities)) or any other voting securities of the Company; (iii) until the date immediately following the 2017 annual meeting of the shareholders of the Company (the “2017 Annual Meeting”) make, or in any way participate or engage in, any “solicitation” of “proxies” (vas such terms are used in the proxy rules of the Commission) to vote, or call, or seek to call, a meeting of the shareholders of the Company or initiate any shareholder proposal for action by shareholders of the Company; provided, that the obligations set forth in this clause (iii) shall not apply in the event that the Company does not comply in any material respect with Article V of the Company Charter or Article V of the Company Charter is determined by a final judgment of a court (or for so long as any temporary restraining order, preliminary injunction or similar remedy bars the enforcement of Article V of the Company Charter in accordance with its terms) or by a regulator, stock exchange or self-regulatory agency having jurisdiction over the Company or to whose rules the Company is subject to be unenforceable in any material respect; or (iv) publicly disclose any intention, plan, proposal or arrangement prohibited by, or inconsistent with, the foregoing or advise or knowingly assist, induce assist or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangementsdiscussions, understandings negotiations, agreements or agreements (whether written or oral) with, or advise, finance, or assist, arrangements with any other persons in connection with the foregoing (provided that this Section 3.1(a) shall in no way limit the activities of any Investor Director taken in good faith solely in his or her capacity as a director of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoingCompany).

Standstill. (a) During the Initial Term (as such term is defined in the Collaboration Restricted Period, no Investor shall, and License Agreement), neither each Investor shall cause the Investor nor Group and any person acting on behalf of its Affiliates shallor in concert with the Investor Group to not, unless and until it shall have received directly or indirectly, without the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly : (i1) acquireenter, agree to acquireenter, make any public proposal propose, seek or offer to acquire, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible enter into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly propose facilitate any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidationrecapitalization, restructuring, recapitalization tender offer, transaction involving a material amount of the Company’s assets or similar other extraordinary transaction of or involving the CompanyCompany or any of its subsidiaries, (2) initiate, (iii) encourage, make, or in any way participate or engage in, any solicitation “solicitation” of proxies “proxies” or consents, “consent solicitation” (as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities proxy rules of the CompanySecurities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of, any Preferred Shares, Common Shares (including, without limitation, any Newly Acquired Common Shares) or other Equity Securities (including, for the avoidance of doubt, indirectly by means of communication with the press or the media), (3) nominate or recommend for nomination a person for election at any securities shareholder meeting at which trustees of the Company’s board of trustees (the “Board”) are to be elected, (4) submit any shareholder proposal for consideration at, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or bring any other books and records business before, any shareholder meeting of the Company, , (iv5) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities Preferred Shares, Common Shares (including, without limitation, any Newly Acquired Common Shares) or other Equity Securities, (6) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (7) otherwise act, alone or in concert with others, to seek to control or influence the management, policies, business or corporate structure of the Company, (8) demand a copy of the Company’s list of shareholders or its other books and records pursuant to any statutory right, whether under the laws of the State of Maryland or any other jurisdiction, (9) commence, encourage or support any derivative action in the name of the Company, or any class action against the Company or any of its officers or trustees in order to, directly or indirectly, effect any of the actions expressly prohibited by this Agreement or cause the Company to amend or waive any of the provisions of this Agreement (vprovided that, for the avoidance of doubt, this clause shall not prevent any Investor from bringing an action to enforce the provisions of this Agreement), (10) knowingly assistdisclose any intention, induce plan or arrangement prohibited by, or inconsistent with, the foregoing, or (11) advise, assist or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangementsdiscussions, understandings negotiations, agreements or agreements (whether written or oral) with, or advise, finance, or assist, arrangements with any other persons in connection with any of the foregoing. (b) During the Restricted Period, no Investor shall (and each Investor shall cause the Investor Group to not), directly or indirectly, without the prior written consent of the Company, (vii) make any publicly disclosed proposal request directly or indirectly, to amend or waive any provision of this Section 3 (including this sentence), (ii) take any action challenging the validity or enforceability of any provision of this Section 3 (including this sentence) or make any public disclosure in respect thereof or (iii) take any action that would reasonably be expected to require the Company to make a public announcement regarding the foregoingpossibility of a business combination, merger or other type of transaction described in this Section 3 with the Company. (c) As used herein, the term “Derivative Security” means (i) any subscription, option, conversion right, warrant, phantom stock right or other agreement, security or commitment of any kind obligating the Company or any of its subsidiaries to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any Common Shares or Preferred Shares of the Company or any security convertible into, or exchangeable for, any Common Shares or Preferred Shares of the Company or (ii) any obligations measured by the price or value of any Common Shares or any Preferred Shares of the Company, in the case of each of the foregoing clauses (i) and (ii), whether any of the foregoing is exercisable immediately, only after the passage of time or upon the satisfaction of one or more conditions.

Standstill. (a) During Each Purchaser agrees that until the Initial Term (as such term is defined in first anniversary of the Collaboration and License date of this Agreement), neither the Investor nor any of its Affiliates shall, unless and until it shall have received without the prior written consent of the Company’s Board , it will not at any time, nor will it cause or permit any of Directors excluding the Investor Directorits Affiliates to: (a) effect or seek, directly offer or indirectly propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) acquire, agree to acquire, make any public proposal to acquireacquisition of any securities (or beneficial ownership thereof) of the Company, or cause any third-party rights or options to acquire any securities (or beneficial ownership thereof) of the Company, or any option to acquire any such securitiesassets, any security convertible into indebtedness or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) businesses of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional SharesCompany, (ii) publicly propose any merger, consolidation, business combination, tender or exchange offer, sale merger or purchase other business combination involving the Company or assets of the Company constituting a significant portion of the consolidated assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, or (iii) make, or in any way participate in, any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the Exchange Act, with respect proxy rules of the Commission) or consents to vote any voting securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, Company or any other books and records of the Company, its Affiliates; (ivb) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any voting securities person in respect of any such securities; (c) except as set forth on Schedule 5.5, otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company, ; or (vd) knowingly assist, induce take any action which would or encourage any other Person or agree or offer would reasonably be expected to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with force the Company to make a public announcement regarding any of the foregoingtypes of matters set forth in clause (a) above; it being understood that nothing in this Section 5.5 shall restrict the Purchaser’s acquisition of the Securities (including the accretion of dividends thereon and any dividends payable in any other security) in accordance with the terms of this Agreement, the Warrants or (vi) make any publicly disclosed proposal regarding the foregoingPre-Funded Warrants.

Standstill. (a) During the Initial Term Covered Period (as such term is defined unless specifically otherwise requested in writing by the Collaboration and License Agreement)Company, neither the Investor nor any acting through a resolution of its Affiliates shall, unless and until it shall have received the prior written consent a majority of the Company’s Board of Directors excluding 's directors), the Investor DirectorDesignee shall not, directly or indirectly indirectly, in any manner, alone or in concert with others: (i) acquiremake, agree to acquire, make any public proposal to acquire, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) makeengage in, or in any way participate in, directly or indirectly, any solicitation "solicitation" of proxies or consents, "proxies" (as such terms are defined in or used in Regulation 14A under the Exchange Act, with respect Act and Regulation 14A thereunder) or consents to any securities of the Companyvote, or seek to advise advise, encourage or influence (including, for the avoidance of doubt, by encouraging or participating in any "withhold" or similar campaign) any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, "securities of the Company") with respect to the election or removal of directors or stockholder proposals, or demand become a "participant" (as such term is defined in connection or used under the Exchange Act and Regulation 14A thereunder) in any contested solicitation for the election of directors with respect to the foregoingCompany (other than a solicitation or acting as a participant in support of all of the nominees of the Board at any stockholder meeting) or make, be the proponent of or cause any person to initiate any stockholder proposal pursuant to Rule 14a-8 under the Exchange Act, the Company's Bylaws or otherwise; (ii) form, join, encourage, influence, advise or in any way participate in any group (within the meaning of Section 13(d)(3) under the Exchange Act) with any person (any such person, a copy "Third Party") with respect to any securities of the stock ledger list Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities of the Company in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof; (iii) effect or seek to effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or any of their respective securities (each, an "Extraordinary Transaction"), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not preclude the tender by the Designee of any securities of the Company into any tender or exchange offer, or vote with respect to any Extraordinary Transaction, that has been approved by the Board; (iv) (A) call, seek to call or request the call of any meeting of stockholders, including by written consent, (B) seek representation on, or nominate any candidate to, the Board, except as specifically set forth in Section 1, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders or otherwise act or seek to act by written consent, (E) conduct a referendum of stockholders, or (F) make a request for any stockholder list or other books and records of the Company, whether pursuant to applicable law, the Company's Bylaws or otherwise; (ivv) formexcept in connection with the enforcement of this Agreement or passive participation as a class member in any class action (which, join for the avoidance of doubt, shall not include participation as a name or lead plaintiff) with respect to any event or circumstance occurring prior to the date of this Agreement, initiate, encourage or participate in any litigation against the Company or any of its subsidiaries or their respective directors or officers, or in any way participate derivative litigation on behalf of the Company, except for testimony in any legal proceeding that may be required by law; (vi) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors, the removal of any directors, or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices or dividend of the Company, (C) any other material change in the Company's management, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company's Certificate of Incorporation or Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a “group” class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (within F) causing a class of securities of the meaning Company to become eligible for termination of registration pursuant to Section 13(d)(312(g)(4) of the Exchange Act; (viii) make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board, the Company, any voting subsidiary of the Company, the Company's officers or directors, policies or affairs, any securities of the Company, the Company's assets or this Agreement that is inconsistent with the provisions of this Agreement; (vix) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangementsnegotiations, agreements or understandings or agreements (whether written or oral) with, or advise, finance, or assist, with any other persons in connection Third Party with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any Third Party to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; or (vix) make or in any publicly disclosed way advance any request or proposal regarding to amend, modify or waive any provision of this Agreement other than in a nonpublic and confidential manner and which nonpublic and confidential request could not reasonably be expected by the foregoingCompany to require public disclosure by any party hereto.

Standstill. Executive agrees that, for a period of two (2) years from the Separation Date, neither Executive nor any of Executive’s affiliates or representatives acting on Executive’s behalf or on behalf of other persons acting in concert with Executive will in any manner, directly or indirectly: (a) During the Initial Term effect or seek, offer or propose (as such term is defined whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in the Collaboration and License Agreement)or in any way assist, neither the Investor nor facilitate or encourage any of its Affiliates shallother person to effect or seek, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Directoroffer or propose (whether publicly or otherwise) to effect or participate in, directly or indirectly (i) acquire, agree to acquire, make any public proposal to acquireacquisition of any securities (or beneficial ownership thereof), or cause any third-party rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company, Company or any option to acquire any such securities, any security convertible into of its subsidiaries or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Sharesaffiliates, (ii) publicly propose any merger, consolidation, business combination, tender or exchange offer, sale merger or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or other business combination involving the Company, any of the subsidiaries or affiliates or assets of the Company or the subsidiaries or affiliates constituting a significant portion of the consolidated assets of the Company and its subsidiaries or affiliates, (iii) makeany recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or affiliates, or in (iv) any way participate in, any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the proxy rules of the Securities and Exchange Act, with respect Commission (the “SEC”)) or consents to vote any voting securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, Company or any other books and records of the Company, its affiliates; (ivb) form, join or in any way participate in a “group” (within the meaning as defined under Securities Exchange Act of Section 13(d)(3) of the Exchange Act1934, as amended) with respect to the Company or otherwise act in concert with any voting person in respect of any securities of the Company; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, the Board or policies of the Company or to obtain representation on the Board; (vd) knowingly assist, induce take any action which would or encourage would reasonably be expected to force the Company to make a public announcement regarding any other Person of the types of matters set forth in (a) above; or agree or offer to take, or knowingly encourage or propose (publicly or otherwisee) or enter into any arrangements, understandings discussions or agreements (whether written or oral) with, or advise, finance, or assist, arrangements with any other persons in connection third party with respect to any of the foregoing. Executive also agrees during such period not to request (in any manner that would reasonably be likely to cause the Company to disclose publicly) that the Company or any of its representatives, directly or indirectly, amend or waive any provision of this Section (vi) make any publicly disclosed proposal regarding the foregoingincluding this sentence). Nothing in this Section 1.7 shall restrict Executive from exercising vested stock options and/or warrants under terms and conditions of applicable plan documents and agreement.

Standstill. (a) During For a period commencing on the Initial Term (as such term is defined in the Collaboration Effective Date and License Agreement)ending on July 27, 2010, neither the Investor nor WPP USA, whether directly or indirectly through one or more intermediaries, including any of its their respective Affiliates or Representatives of any of the foregoing (but, as to Representatives, only if acting in a representative capacity) shall, unless and until it shall have received without the prior written consent of the Company’s Company or its Board of Directors excluding the Investor Director, directly or indirectly Directors: (ia) acquire, offer to acquire, or agree to acquire, make directly or indirectly, by purchase or otherwise, any public proposal to acquire, voting securities or cause any third-party direct or indirect rights to acquire any voting securities of the Company or any subsidiary thereof, or of any successor to or person in control of the Company, or any option to acquire assets of the Company or any subsidiary or division thereof or of any such securitiessuccessor or controlling person; notwithstanding the foregoing, any security convertible into or exchangeable for any such the Investor may acquire voting securities or other right of the Company amounting to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one five percent (15%) of the then-Company’s outstanding shares of voting securities (in addition to the Common Stock in Shares purchased under this Agreement and any Warrant Shares acquired pursuant to the aggregate during the Initial Term, Enterprise Agreement); (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iiib) make, or in any way participate inparticipate, directly or indirectly, in any solicitation “solicitation” of proxies or consents, “proxies” to vote (as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities rules of the CompanySEC), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company; (c) make any public announcement with respect to, or demand in connection with the foregoing, submit a copy of the stock ledger list of stockholdersproposal for, or offer of (with or without conditions) any other books and records extraordinary transaction involving the Company or any of the Company, its securities or assets; (ivd) form, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing; (e) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company; (f) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the events described in clauses (a) through (e) above; or (g) request the Company or any of its Affiliates or Representatives, directly or indirectly, to amend or waive any provision of this paragraph. Notwithstanding the foregoing, (1) nothing in this Section 5.2 shall prohibit the Investor or its Affiliates or Representatives from making, or require the Investor or any of its Representatives to obtain the consent of the Company or its Board of Directors to make, one or more proposals to the Company or its Board of Directors or any committee thereof to acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, 100% of the voting securities of the Company, provided that such proposal would not be required to be made public by Investor, WPP USA, or any of their respective Affiliates or the Company by law, rule, regulation or the requirements of any exchange on which the Company’s stock is listed, and (vi2) make the restrictions contained in this Section 5.2 shall become inoperative upon the earlier of (i) the Company entering into a definitive agreement with respect to a Combination (as defined below); or (ii) the expiration of ten (10) business days following the commencement of an unsolicited tender or exchange offer involving the Company or its securities made by any publicly disclosed proposal regarding third party other than Investor, WPP USA, or any of their respective Affiliates. For purposes of this Section 5.2, when two or more persons act as a partnership, limited partnership, syndicate, or other group for the foregoingpurpose of acquiring, holding, or disposing of securities of a Company, such syndicate or group shall be deemed a “person”.

Standstill. (a) During Prior to the Initial Term (as such term is defined in the Collaboration and License Agreement)Sunset Date, neither the Investor Grupo VM nor any Affiliate of its Affiliates Grupo VM shall: (i) effect, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Directoragree, seek or make any proposal or offer with respect to, or announce any intention with respect to or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, directly or indirectly indirectly, (iA) acquire, agree to acquire, make any public proposal to acquireacquisition of any Holdco Equity Securities (or beneficial ownership thereof), or cause any third-party to acquire assets, indebtedness or businesses of Holdco or any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial TermHoldco Subsidiary, (yB) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly propose any merger, consolidation, business combination, tender or exchange offer, sale merger or purchase other business combination involving Holdco or any Holdco Subsidiary or assets of Holdco or any Holdco Subsidiary constituting a significant portion of the consolidated assets or securitiesof Holdco and the Holdco Subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution, liquidation, restructuring, recapitalization change of Control or similar other extraordinary transaction of with respect to Holdco or involving the Company, (iii) makeany Holdco Subsidiary, or in (D) any way participate in, any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the Exchange Act, with respect proxy rules of the SEC) to vote any equity securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, Holdco; (ivii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of as defined under the Exchange Act) with respect to Holdco or otherwise act in concert with any voting Person or group in respect of any equity securities of Holdco; (iii) except in accordance with this Agreement, otherwise act, alone or in concert with others, to seek representation on the Company, Board of Directors; (iv) take any action which would or would reasonably be expected to cause Holdco to make a public announcement under applicable Law regarding any of the types of matters set forth in clause (i) above; (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings discussions or agreements (whether written or oral) with, or advise, finance, or assist, arrangements with any other persons in connection Person with respect to any of the foregoing, foregoing or (vi) request that Holdco amend or waive any provision of this Section 5.01(a). (b) Section 5.01(a) shall not prohibit: (i) any transaction, discussions or arrangements solely between or among Grupo VM and its Affiliates; (ii) any acquisition pursuant to an equity incentive or similar plan established by the Board of Directors for members of the Board of Directors in their capacities as such; (iii) any acquisition pursuant to or in connection with a share split, share dividend or similar corporate action initiated by Holdco; (iv) any acquisition pursuant to Article IV; (v) any purchase of Shares “regular-way” on the Nasdaq or other recognized securities exchange if immediately subsequent to such purchase, the aggregate Percentage Interests of Grupo VM and its Affiliates does not exceed the Permitted Maximum Percentage as of immediately prior to such purchase; (vi) any transaction previously approved by the Board of Directors in accordance with this Agreement and the Articles of Association and actions in furtherance thereof; (vii) any action expressly permitted by this Agreement or the Registration Rights Agreement; (viii) Grupo VM or any Grupo VM Director from engaging in non-public discussions with the Board of Directors regarding one or more transactions that would otherwise be prohibited by Section 5.01 so long as (A) with respect to any such discussions occurring prior to the Decrease Date with respect to matters of a type listed in paragraphs (b) and (c) of Article 34.3 of the Articles of Association, such discussions would not reasonably be expected to result in public disclosure by Grupo VM under applicable Law, including requirements of the SEC and (B) with respect to any such discussions occurring after the Decrease Date, such discussions would not reasonably be expected to result in public disclosure by Grupo VM under applicable Law, including requirements of the SEC, and (ix) at any time after the third anniversary of the Effective Date, an acquisition of Shares for cash pursuant to a takeover offer made to all holders of Shares for all Shares if such takeover offer (A) complies with all applicable requirements of the SEC, and (B) has a non-waivable condition that it be accepted by holders of a majority of Shares not held by Grupo VM and its Affiliates. (c) Prior to the Decrease Date, Section 5.01(a) shall also not prohibit any transaction (or any proposal, announcement, discussion or arrangement in connection therewith) not of a type listed in paragraphs (b) and (c) of Article 34.3 of the Articles of Association (or any successor provisions) and actions in furtherance thereof; provided, however, that immediately subsequent to any such transaction otherwise permitted by this Section 5.01(c), the aggregate Percentage Interests of Grupo VM and its Affiliates does not exceed the Permitted Maximum Percentage. (d) Section 5.01(a) shall also not prohibit or prevent Grupo VM or any of its Affiliates from acquiring securities of, or from entering into any merger or other business combination with, another Person that owns, beneficially or otherwise, any Holdco Equity Securities; provided, however, that (i) such Person shall not have acquired such Holdco Equity Securities in contemplation of Grupo VM or such Affiliate acquiring the securities of, or entering into any such merger or other business combination with, such Person, (ii) the ownership of such Holdco Equity Securities by such Person shall not be a material reason for Grupo VM or such Affiliate acquiring the securities of, or entering into any such merger or other business combination with, such Person, and (iii) such Person shall not own, beneficially or otherwise, greater than 1% of the Holdco Equity Securities then-outstanding. (e) If (i) the aggregate Percentage Interest of Grupo VM and its Affiliates falls below 30% (other than as a result of an issuance or offering of Shares by Holdco with respect to which Grupo VM and its Affiliates did not have preemptive rights) and (ii) Grupo VM or any of its Affiliates subsequently purchases any Shares pursuant to Section 5.01(b)(v) and as a result of such purchase the aggregate Percentage Interests of Grupo VM and its Affiliates exceeds 30%, then Grupo VM will make any publicly disclosed proposal regarding the foregoinga “mandatory bid” in compliance with Rule 9 of The City Code on Takeovers and Mergers, without regard for whether Rule 9 or such Code is otherwise applicable.

Standstill. In consideration of CSC’s agreement in Section 1, each of the Opto Parties agrees that, for a period of 42 days from the date of this Addendum, unless specifically advised in writing by CSC or its financial advisor, Xxxxx Xxxxxxx Companies, it will not in any manner, directly or indirectly: (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement)effect, neither the Investor nor offer or purpose to effect, announce any of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly intention to effect (i) acquire, agree to acquire, make any public proposal to acquire, acquisition of any securities of CSC (including rights or cause any third-party options to acquire any securities representing the right to vote or economic benefits of the Company, any option to acquire any such securities, ) or any security convertible into assets or exchangeable for businesses of CSC or any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Sharesits affiliates, (ii) publicly propose any merger, consolidation, business combination, tender or exchange offer, sale merger or purchase other business combination involving CSC or any of its affiliates, or any assets of CSC or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction its affiliates constituting a significant portion of or involving the Companyconsolidated assets of CSC and its affiliates, (iii) makeany recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to CSC or any of its affiliates, or in (iv) any way participate in, any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the proxy rules of the Securities and Exchange Act, with respect Commission) or consents to vote any voting securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, CSC or any other books and records of its affiliates; (b) otherwise act, alone or in concert with others, to seek representation on or to control the Company, Board of Directors of CSC; (ivc) form, join or in any way participate in a “group” (within as defined under the meaning Securities Exchange Act of Section 13(d)(31934, as amended (the “1934 Act”)) with respect to, or otherwise act in concern with any person in respect of, any of the Exchange Acttypes of matters set forth in (a) or (b) above; or (d) enter into any arrangements with any third party with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing; provided, however, that nothing in this Section 2 will prohibit the passive ownership by any person or “group” (vias defined under the 0000 Xxx) make of not more than 2% of the common stock, par value $.001 per share, of CSC, so long as such person or group has no intention to, and does not exercise any publicly disclosed proposal regarding “control” (as defined in Rule 12b-2 under the foregoing0000 Xxx) over CSC or participate in the business of CSC.

Standstill. (a) During Each of the Initial Term LGP Group, the Castik Group, the Partners Group Investor Parties and the NGB Investor Parties (as such term is defined each of the LGP Group, the Castik Group, the Partners Group Investor Parties and the NGB Investor Parties, a “Group”; provided that for the avoidance of doubt, none of the Onex Investor Parties, Baring Investor Parties or Xxxxxxxxx Parties shall be a member of any Group) agrees with the Company that, from the date hereof until the time set forth in the Collaboration and License Agreementparagraph ‎(c), neither the Investor nor any of its Affiliates shall, unless and until it shall have received not, and shall cause its controlled Affiliates (for the avoidance of doubt, controlled Affiliates shall not be deemed to include any Group’s co-investors over which it does not exercise control) and any investment funds or vehicles controlled, managed or advised by its respective Sponsor not to, directly or indirectly, without the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly (i) acquire, agree to acquire, make any public proposal propose, seek or offer to acquire, or cause facilitate the acquisition or ownership of, any third-party to acquire any securities Company Securities or assets of the Company, Company or any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Sharesits Subsidiaries, (ii) publicly propose make any public announcement with respect to, or offer, seek, propose, indicate an interest in (in each case, with or without conditions) or enter into, any merger, consolidation, business combination, tender or exchange offer, sale recapitalization, reorganization or purchase of assets a material portion of the assets, properties or securities of the Company or any of its Subsidiaries, or any other extraordinary transaction involving the Company or any of its Subsidiaries or any of their respective securities, dissolutionor enter into any discussions, liquidationnegotiations, restructuringarrangements, recapitalization understandings or similar transaction agreements (whether written or oral) with any other Person regarding any of or involving the Companyforegoing, (iii) make, or in any way participate or engage in, any solicitation of proxies (whether or consents, as such terms are used in Regulation 14A under not relating to the Exchange Act, with respect election or removal of directors) to any securities of the Companyvote, or seek to advise or influence any person with respect to the voting of of, any voting securities of the Company, (iv) deposit any Company Securities in any voting trust or similar arrangement or subject any Company Securities to any agreement, arrangement or understanding with respect to the voting of any Company Security, including the grant of any proxy with respect to the voting of any Company Security, (v) demand in connection with the foregoing, a copy of the stock ledger list of stockholders, shareholders or any other books and records of the Company, (ivvi) otherwise act, alone or in concert with others, to seek to control or influence, in any manner, the management, Board or policies of the Company or any of its Subsidiaries, (vii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the CompanyCompany (other than pursuant to this Agreement and the transactions contemplated hereby), (vviii) knowingly assistdisclose any intention, induce plan or arrangement prohibited by, or inconsistent with, the foregoing; (ix) take any action that would, in effect, require the Company to make a public announcement regarding the possibility of a transaction or any of the events described in this ‎Section 4.01(a), (x) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other Person Persons in connection with the foregoing, (xi) request the Company or agree any of its Representatives, directly or offer indirectly, to takeamend or waive any provision of this ‎Section 4.01(a), (xii) contest the validity of this ‎Section 4.01(a) or knowingly encourage make, initiate, take or propose participate in any action or proceeding (publicly legal or otherwise) or proposal to amend, waive or termination any provision of this ‎Section 4.01(a), (xiii) enter into any arrangementsagreement, understandings arrangement or agreements understanding with respect to any of the foregoing or (whether written xiv) knowingly encourage or oral) with, or advise, finance, or assist, any other persons in connection with knowingly facilitate others to do any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoing.

Standstill. (a) During Each of the Initial Term Company and each Principal FDN Stockholder agrees that, for a period of six months following the date of this Agreement, without the prior written consent of Parent, it shall not (and shall not assist or encourage any other Person to), and shall cause each of its Controlled Affiliates not to (and cause each of its Controlled Affiliates not to assist or encourage any other Person to): (i) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, directly or indirectly, by purchase or otherwise, ownership (including, without limitation, beneficial ownership as defined in Rule 13d-3 of the Exchange Act) of any voting securities or direct or indirect rights or options to acquire any voting securities of Parent or any subsidiary thereof, or of any successor to or person in control of Parent, any of the assets or businesses of Parent or any subsidiary or division thereof or of any such successor or controlling person or any bank debt, claims or other obligations of Parent or any rights or options to acquire (other than those currently owned) such ownership (including from a third party); (ii) seek or propose to influence or control the management or policies of Parent or to obtain representation on the Board of Directors of Parent, or solicit, or participate in the solicitation of, any proxies or consents with respect to any securities of Parent, or make any public announcement with respect to any of the foregoing or request permission to do any of the foregoing; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving Parent or its securities or assets; (iv) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing, or otherwise form, join or participate in any way in a “group” (as such term is defined in Section 13(d)(3) of the Collaboration and License Agreement), neither the Investor nor Exchange Act) in connection with any of its Affiliates shallthe foregoing; (v) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any public announcement with respect to the foregoing; or (vi) request Parent, unless Merger Co. or any other party hereto, directly or indirectly, to amend or waive any provision of this Section 4. (b) Each of Parent and until it shall have received each WCAS Stockholder agrees that, for a period of six months following the date of this Agreement, without the prior written consent of the Company’s Board , it shall not (and shall not assist or encourage any other Person to), and shall cause each of Directors excluding the Investor Director, directly its Controlled Affiliates not to (and cause each of its Controlled Affiliates not to assist or indirectly encourage any other Person to): (i) acquireacquire or agree, agree to acquireoffer, make any public proposal seek or propose to acquire, or cause to be acquired, directly or indirectly, by purchase or otherwise, ownership (including, without limitation, beneficial ownership as defined in Rule 13d-3 of the Exchange Act) of any third-party voting securities or direct or indirect rights or options to acquire any voting securities of the Company or any subsidiary thereof, or of any successor to or person in control of the Company, any option of the assets or businesses of the Company or any subsidiary or division thereof or of any such successor or controlling person or any bank debt, claims or other obligations of the Company or any rights or options to acquire any (other than those currently owned) such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities ownership (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, including from a third party); (ii) publicly seek or propose any merger, consolidation, business combination, tender to influence or exchange offer, sale control the management or purchase policies of assets the Company or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction to obtain representation on the Board of or involving Directors of the Company, (iii) makeor solicit, or participate in any way participate inthe solicitation of, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, consents with respect to any securities of the Company, or seek to advise or influence make any person public announcement with respect to the voting of any securities of the Companyforegoing or request permission to do any of the foregoing; (iii) make any public announcement with respect to, or demand in connection submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company or its securities or assets; (iv) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, (iv) otherwise form, join or participate in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, ; (v) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any public announcement with respect to the foregoing; or (vi) make request the Company or any publicly disclosed proposal regarding the foregoingother party hereto, directly or indirectly, to amend or waive any provision of this Section 4.

Standstill. (a) During the Initial Term (as Standstill Period, each Investor hereby agrees that neither such term is defined in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shallwill, unless and until it shall have received without the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly indirectly: (i) acquireeffect, agree offer or publicly propose to acquireeffect, make or cause or participate in or in any public proposal way knowingly advise, assist or encourage any other person to effect, offer or publicly propose to effect or participate in, (A) any acquisition of Shares or of any rights, warrants or options to acquire, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for or exercisable for, any such Shares (including derivative securities or other representing the right to acquire vote or economic benefit of any Shares), in each case, that would result in such securities (except that this restriction shall not apply to (x) acquisitions Investor and its Affiliates jointly holding or otherwise having beneficial ownership of not more than one percent (1%) 29.99% of the then-outstanding shares total number of the Common Stock in the aggregate during the Initial Term, Shares; (yB) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly propose any merger, consolidation, business combination, tender or exchange offer, sale merger or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or other business combination involving the Company, Company or any of its subsidiaries; (iiiC) make, any liquidation or in dissolution with respect to the Company or any way participate in, of its subsidiaries; or (D) any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the Exchange Act, with respect proxy rules of the SEC) or consents to vote any voting securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, ; (ivii) form, join or in any way participate in a “group” (within as defined under the meaning of Section 13(d)(3) of the Exchange Act1000 Xxx) with respect to any voting securities of the Company (other than with each other and with their Affiliates); (iii) otherwise act, alone or in concert with others, to seek to control the management, Board or policies of the Company, ; (iv) take any action that would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in clause (i) above; or (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings discussions or agreements (whether written or oral) with, or advise, finance, or assist, arrangements with any other persons in connection third party with respect to any of the foregoing. Following the expiration of the Standstill Period, the foregoing restrictions shall terminate and cease to be of any further force or effect. (b) Notwithstanding anything to the contrary contained in this Agreement, if, at any time during the Standstill Period, a party that is not an Investor or any of its Affiliates (i) enters into an agreement with the Company contemplating the acquisition (by way of merger, tender offer or otherwise) of, or (viii) make commences a tender offer, which was approved by the Board and is made to all stockholders of the Company for, in each case, at least 50% of the outstanding capital stock of the Company or all or substantially all of its assets, then the restrictions set forth in this Section 2 shall be suspended and cease to be of any publicly disclosed proposal regarding further force or effect until the expiration or termination of such agreement or tender offer or until the public announcement of its withdrawal or abandonment. (c) Notwithstanding the foregoing, nothing in this Agreement shall be construed to prevent any Investor from making any non-public proposal or offer regarding a transaction of the type that would otherwise be prohibited by Section 2(a) directly to the Board.

Standstill. (a) During the Initial Term Standstill Period (as such term is defined in the Collaboration and License Agreementbelow), neither the Investor nor any of its Affiliates shallSoutheastern shall not, unless and until it shall have received without the prior written consent of the Company’s majority of the entire Board of Directors (excluding any representatives or designees of the Investor DirectorInvestors), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner acquire, agree to acquire, acquire or make any public proposal to acquireacquire (whether directly or indirectly, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly propose any merger, consolidation, business combinationby purchase, tender or exchange offer, sale ): A. any material assets of the Company or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities subsidiary of the Company; or B. any Common Stock, Voting Securities or seek to advise or influence any person with respect Derivative Securities of the Company except pursuant to the voting conversion of the Notes in accordance with their terms and pursuant to the conversion of any securities other convertible debt of the Company, or demand in connection with the foregoing, a copy Company held by such Investor as of the stock ledger list date hereof; provided further, that the Investor shall not convert any such debt if such acquisition of stockholders, or Common Stock issuable upon conversion of any other books and records of such debt would cause the Company, (iv) form, join or in any way participate in a Company to undergo an “groupownership change” (within the meaning of Section 13(d)(3382(g) of the Exchange ActInternal Revenue Code of 1986, as amended (the “Code”); (ii) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) withwith any Person, that would cause, or advisehave the effect of causing, financedirectly or indirectly, (1) a “change of control” as defined in the indentures or assistsupplemental indentures, as the case may be, relating to any other persons Specified Indebtedness (as defined in the Second Supplemental Indenture) or (2) the Company to undergo an “ownership change” within the meaning of Section 382(g) of the Code; (iii) form, join or participate in a Group in connection with any of the foregoing, or ; or (viiv) make or cause the Company to make a public announcement regarding any publicly disclosed proposal regarding intention of Southeastern to take an action which would be prohibited by any of the foregoing.

Standstill. Executive agrees that during the Employment Term and during the Restricted Period, Executive shall not, except at the specific written request of the Board, directly or indirectly: (a) During engage in or propose, or be a Participant in any entity that directly or indirectly engages in or proposes, any material transaction between the Initial Term (as such term is defined in the Collaboration and License Agreement), neither the Investor nor Company or any of its Affiliates shall(or any of their successors), unless on the one hand, and until it shall have received Executive or any entity in which Executive is a Participant, on the prior written consent other hand; (b) acquire any equity securities of the Company or any of its Affiliates (or any of their successors) during any black out period in accordance with the Company’s Board Xxxxxxx Xxxxxxx Policy (other than through entering into a qualified 10(b)5-1 Plan during an open trading window or equity securities issued to Executive by the Company upon the vesting of Directors excluding RSUs and PSUs issued to Executive by the Investor DirectorCompany) or be a Participant in any entity that, directly or indirectly (i) acquireindirectly, agree to acquire, make acquires any public proposal to acquire, or cause any third-party to acquire any equity securities of the CompanyCompany or any of its Affiliates (or any of their successors), any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except provided that this restriction Section 6.04(b) shall not apply to (x) acquisitions of not more than one percent (1%) restrict Executive from participating in the AZZ Inc. Employee Stock Purchase Plan, or from acquiring equity securities of the then-outstanding shares of Company through such participation, in accordance with the Common Stock in the aggregate during the Initial Term, terms and conditions thereof as may be amended from time to time; (yc) acquisitions for the Investor’s qualified employee benefit planssolicit proxies, or (z) acquisitions of be a Participant in any Additional Shares, (ii) publicly propose any merger, consolidation, business combination, tender entity that directly or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, (iii) makeindirectly solicits proxies, or become a Participant in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Actproxies, with respect to the election of directors of the Company or any of its Affiliates (or any of their successors) in opposition to the nominees recommended by the board of directors or similar governing body of any such entity; or 11 (d) engage in or be a Participant in any other activity that would be reasonably expected to result in a Change in Control of the Company or any Affiliate (or any of their successors). Notwithstanding the foregoing, the foregoing provisions of this Section 6.04 shall not be construed to prohibit or restrict the manner in which Executive exercises Executive’s voting rights in respect of equity securities of the Company, or seek to advise or influence any person with respect to the voting of any securities Company acquired in a manner that is not a violation of the Company, or demand in connection with the foregoing, a copy terms of the stock ledger list of stockholders, or any other books and records of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoingthis Amended Agreement.

Standstill. (a) During 4.1. From and after the Initial Term (as such term is defined date of this Agreement through the fifth anniversary of the date of this Agreement, the Stockholder Parties and their respective agents, representatives, affiliates, associates and all other persons acting in concert with or under the Collaboration and License Agreement), neither the Investor nor control or direction of any of its Affiliates shall, unless and until it the Stockholder Parties shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Directornot, directly or indirectly indirectly, in any manner, including without limitation, entering into communications or discussions with record or beneficial stockholders of the Company seeking to: (i) acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, make directly or indirectly, by purchase or otherwise, beneficial ownership of any public proposal to acquire, securities of the Company or cause any third-party direct or indirect rights or options to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, ; (ii) publicly propose any merger, consolidation, business combination, tender solicit proxies (or exchange offer, sale written consents) or purchase of assets assist or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, (iii) make, or participate in any way participate inother way, directly or indirectly, in any solicitation of proxies (or written consents), or otherwise become a "participant" in a "solicitation," as such terms are used defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A 14A, respectively, under the Securities Exchange Act of 1934, as amended ("Exchange Act"), with respect in opposition to any securities the recommendation or proposal of the Companyboard of directors of the Company (the "Board"), or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise advise, encourage or influence any person with respect to the voting of any (or the execution of a written consent in respect of) the securities of the Company, or demand execute any written consent in connection with the foregoing, lieu of a copy meeting of the stock ledger list of stockholders, or any other books and records holders of the Company, securities of the Company or grant a proxy with respect to the voting of the securities of the Company to any person; (iviii) form, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to for the purpose of acquiring, holding, voting or disposing of any voting securities of the Company, ; (viv) knowingly assist, induce or encourage deposit any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) securities of the Company in a voting trust or enter into any arrangementsother arrangement or agreement with respect to the voting thereof; (v) acquire or agree, understandings offer, seek or agreements propose to acquire, or cause to be acquired, ownership (whether written including beneficial ownership) of any of the assets or oralbusiness of the Company or any rights or options to acquire any such assets or business from any person; (vi) 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, consolidate, 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; (vii) take any action, alone or in concert with any other person, advise, finance, assist or assistparticipate in or encourage any person to take any action which is prohibited to be taken by the Stockholder Parties or any of their affiliates or associates pursuant to this Agreement, or make any investment in or enter into any arrangement with, any other persons person that engages, or offers or proposes to engage in connection with any of the foregoing; (viii) disclose publicly or privately, in a manner that could reasonably be expected to become public, any intention, plan or arrangement inconsistent with the foregoing; (ix) commence, encourage, or support any derivative action in the name of the Company, or any class action against the Company or any of its officers or directors; or (vix) make take any publicly disclosed proposal regarding action challenging the foregoingvalidity or enforceability of any provisions of this Article IV.

Standstill. (a) During Each of the Initial Term LGP Group, the Castik Group, the Partners Group Investor Parties and the NGB Investor Parties (as such term is defined each of the LGP Group, the Castik Group, the Partners Group Investor Parties and the NGB Investor Parties, a “Group”; provided that for the avoidance of doubt, none of the Onex Investor Parties, Baring Investor Parties or Xxxxxxxxx Parties shall be a member of any Group) agrees with the Company that, from the date hereof until the time set forth in the Collaboration and License Agreementparagraph ‎(c), neither the Investor nor any of its Affiliates shall, unless and until it shall have received not, and shall cause its controlled Affiliates (for the avoidance of doubt, controlled Affiliates shall not be deemed to include any Group’s co-investors over which it does not exercise control) and any investment funds or vehicles controlled, managed or advised by its respective Sponsor not to, directly or indirectly, without the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly (i) acquire, agree to acquire, make any public proposal propose, seek or offer to acquire, or cause facilitate the acquisition or ownership of, any third-party to acquire any securities Company Securities or assets of the Company, Company or any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Sharesits Subsidiaries, (ii) publicly propose make any public announcement with respect to, or offer, seek, propose, indicate an interest in (in each case, with or without conditions) or enter into, any merger, consolidation, business combination, tender or exchange offer, sale recapitalization, reorganization or purchase of assets a material portion of the assets, properties or securities of the Company or any of its Subsidiaries, or any other extraordinary transaction involving the Company or any of its Subsidiaries or any of their respective securities, dissolutionor enter into any discussions, liquidationnegotiations, restructuringarrangements, recapitalization understandings or similar transaction agreements (whether written or oral) with any other Person regarding any of or involving the Companyforegoing, (iii) make, or in any way participate or engage in, any solicitation of proxies (whether or consents, as such terms are used in Regulation 14A under not relating to the Exchange Act, with respect election or removal of directors) to any securities of the Companyvote, or seek to advise or influence any person with respect to the voting of of, any voting securities of the Company, (iv) deposit any Company Securities in any voting trust or similar arrangement or subject any Company Securities to #93427126v13 any agreement, arrangement or understanding with respect to the voting of any Company Security, including the grant of any proxy with respect to the voting of any Company Security, (v) demand in connection with the foregoing, a copy of the stock ledger list of stockholders, shareholders or any other books and records of the Company, (ivvi) otherwise act, alone or in concert with others, to seek to control or influence, in any manner, the management, Board or policies of the Company or any of its Subsidiaries, (vii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the CompanyCompany (other than pursuant to this Agreement and the transactions contemplated hereby), (vviii) knowingly assistdisclose any intention, induce plan or arrangement prohibited by, or inconsistent with, the foregoing; (ix) take any action that would, in effect, require the Company to make a public announcement regarding the possibility of a transaction or any of the events described in this ‎Section 4.01(a), (x) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other Person Persons in connection with the foregoing, (xi) request the Company or agree any of its Representatives, directly or offer indirectly, to takeamend or waive any provision of this ‎Section 4.01(a), (xii) contest the validity of this ‎Section 4.01(a) or knowingly encourage make, initiate, take or propose participate in any action or proceeding (publicly legal or otherwise) or proposal to amend, waive or termination any provision of this ‎Section 4.01(a), (xiii) enter into any arrangementsagreement, understandings arrangement or agreements understanding with respect to any of the foregoing or (whether written xiv) knowingly encourage or oral) with, or advise, finance, or assist, any other persons in connection with knowingly facilitate others to do any of the foregoing. (b) Subject to Section 4.02, notwithstanding anything to the contrary in this Agreement, (i) the prohibitions in this Section 4.01 shall not affect any Group’s ability to hold or vote the Company Securities held by such Group or any Group’s rights under this Agreement, (ii) the prohibitions in this Section 4.01 shall not affect the ability of any LGP Investor Designee to vote or otherwise exercise his or her fiduciary duties as a director on the Board, (iii) and the prohibitions in this Section 4.01 shall immediately terminate without further force or effect and each Group shall be released from compliance therewith if the Company (A) institutes a voluntary proceeding, or becomes the subject of an involuntary proceeding which involuntary proceeding is not dismissed within 60 days, under any bankruptcy act, insolvency law or any law for the relief of debtors, (viB) make any publicly disclosed proposal regarding has a receiver appointed to manage its affairs, which appointment is not dismissed, vacated or stayed within 60 days, (C) executes a general assignment for the foregoingbenefit of creditors or (D) determines in its discretion to terminate this Section 4.01. (c) The prohibitions in Section 4.01(a) shall cease to apply to a Group on the date such Group’s aggregate Percentage Interest is less than 5%.

Standstill. JMI and Holtzman agree, with respect to LQ, DynaBazaar and Register, Baringtxx, Xxxxrotonda, and Ramius agree, with respect to MM, that, from the date of this Agreement and continuing for a period of two years thereafter (such period, the "Standstill Period"), neither such Party nor any of such Party's Affiliates or Associates will in any manner, directly or indirectly: (a) During the Initial Term effect or seek (as such term is defined in the Collaboration and License Agreementincluding, without limitation, entering into any discussions, negotiations, agreements or understandings with any third person), neither the Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly offer or indirectly propose (iwhether publicly or otherwise) acquire, agree to acquire, make any public proposal to acquireeffect, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) makeparticipate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets or businesses, of such company or companies, as the case may be, or any of their respective subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving such company or companies, as the case may be, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the such company or companies, as the case may be, or (iv) any solicitation of proxies or consentsconsents to vote any voting securities of such company or companies, as such terms are used in Regulation 14A under the Exchange Actcase may be (including, with respect for this purpose, any proposal or submission to any securities of the Company, or seek to advise or influence any person with respect to the voting stockholders of any securities of the Company, shareholder vote or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, otherwise); (ivb) form, join or in any way participate in a “"group” " (within as defined under the meaning of Section 13(d)(3) of the Securities Exchange Act) with respect to the such company or companies, as the case may be; (c) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of such company or companies, as the case may be, or initiate or take any voting securities action to obtain representation on the board of directors of such company or companies, as the case may be; (d) take any action which would, or would reasonably be expected to, force such company or companies, as the case may be, to make a public announcement regarding any of the Company, types of matters set forth in (va) knowingly assist, induce above; or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwisee) or enter into any arrangements, understandings discussions or agreements (whether written or oral) with, or advise, finance, or assist, arrangements with any other persons in connection third party with respect to any of the foregoing. Each Party further agrees during the Standstill Period not to request, directly or indirectly, any amendment or waiver of any provision of this Section 4.7 (including this sentence) by such company or companies, as the case may be, or (vi) make by any publicly disclosed proposal regarding the foregoingother Party or by any of their respective Associates, Affiliates, agents or representatives.

Standstill. (a) During Unless approved in advance in writing by the Initial Term (as such term is defined in the Collaboration and License Agreement), neither the Investor nor any board of its Affiliates shall, unless and until it shall have received the prior written consent directors of the Company’s Board , Xxxxxxxxx agrees that it will not, for a period of Directors excluding two (2) years following the Investor Directordate of this agreement, directly or indirectly through any of its Affiliates: (i) acquire, agree to acquire, make any public statement or proposal to acquire, or cause any third-party to acquire any securities the board of directors of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares Company’s Representatives (as defined below) or any of the Common Stock Company’s stockholders regarding, or make any public announcement, proposal, or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the aggregate during the Initial TermSecurities Exchange Act of 1934, as amended) with respect to, or otherwise solicit, seek, or offer to effect (y) acquisitions including, for the Investor’s qualified employee benefit plansavoidance of doubt, indirectly by means of communication with the press or media): (i) any business combination, merger, tender offer, exchange offer, or (z) acquisitions similar transaction involving the Company or any of any Additional Sharesits subsidiaries, (ii) any restructuring, recapitalization, liquidation, or similar transaction involving the Company or any of its subsidiaries, (iii) any acquisition of any of the Company’s securities or assets, or rights or options to acquire interests in any of the Company’s securities (other than pursuant to the exercise of its right to participate in a Subsequent Financing pursuant to Section 5(b)), or assets, (iv) any proposal to seek representation on the board of directors of the Company or otherwise seek to control or influence the management, board of directors, or policies of the Company, (v) any request or proposal to waive, terminate, or amend the provisions of this agreement, or (vi) any proposal, arrangement, or other statement that is inconsistent with the terms of this agreement, including this Section 5(c)(i); (ii) instigate, encourage, or assist any third party (including forming a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in Section 5(c)(i); (iii) take any action that would reasonably be expected to require the Company to make a public announcement regarding any of the actions set forth in Section 5(c)(i); or (iv) acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any securities, or assets of the Company, other than pursuant to Section 5(b). Notwithstanding the foregoing, the restrictions set forth in this Section 5(c) shall terminate and be of no further force and effect if: (i) the Company enters into a definitive agreement with respect to, or publicly propose any announces that it plans to enter into, a transaction involving more than 50% of the Company’s equity securities or all or substantially all of the Company’s assets (whether by merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidationrecapitalization, restructuring, recapitalization or similar transaction of or involving the Companysale, (iii) makeequity issuance, or in otherwise), or (ii) any way participate in, any solicitation of proxies person or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect “group” publicly announces or commences a tender or exchange offer to any securities acquire more than 50% of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoing’s equity securities.

Standstill. For a period of 24 months after the date of this Agreement unless requested in writing by the Company, neither Siemens nor any entity which Siemens controls will in any manner, directly or indirectly, (a) During the Initial Term effect, or seek, offer, propose or agree (as such term is defined whether publicly or otherwise) to effect, or otherwise participate in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly (i) acquire, agree to acquire, make any public proposal to acquire, or cause any third-party to acquire any securities acquisition of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%or beneficial ownership thereof) of the then-outstanding shares of Company except for de minimus purchases for benefit plans and the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shareslike, (ii) publicly propose any merger, consolidation, business combination, tender or exchange offer, sale merger or other business combination or asset purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, (iii) makeany recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, or in (iv) any way participate in, any solicitation "solicitation" of proxies or consents, "proxies" (as such terms are used in Regulation 14A under the proxy rules of the Securities and Exchange Act, with respect Commission) or consents to vote any voting or other securities of the Company; (b) form, join or otherwise participate in a "group" (as defined under the 0000 Xxx) or otherwise act, alone or in concert with others, (i) to own, or seek, offer, propose or agree to acquire, any voting or other securities of the Company except for de minimus purchases for benefit plans and the like, or (ii) to seek to advise control or influence the management, Board of Directors, or policies of the Company; (c) take any person action which might force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; (d) disclose any intention, plan or arrangement inconsistent with, or take any action to circumvent, the terms of this Agreement; (e) become a participant in any election contest with respect to the Company, seek to influence any Person with respect to the voting of any or other securities of the Company, Company or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, the stockholders or any other books and records of the Company; (f) loan money to, advise or assist any Person with any action inconsistent with the terms of this Agreement; (ivg) forminduce or attempt to induce any Person who is then an employee, join or in use the Information or Evaluation Material to induce or attempt to induce any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities customer or supplier of the Company, to terminate a then-existing relationship with the Company, except that, subject to the provisions of clause (vh), below, Siemens may offer employment to and hire any person who responds to Siemens' general solicitations for employment, such as through newspaper advertisements and trade journals; (h) knowingly assistemploy or attempt to employ any employee listed on Schedule A attached unless such Person's employment with the Company shall have been terminated at least six months prior to the date on which Siemens or its Affiliates or Representatives offers such Person employment; (i) request the Company or its Affiliates or Representatives, induce directly or indirectly, to amend or waive any provision of this Section (including this sentence); (j) take any action which might require the Company to make a public announcement regarding the possibility of a merger, consolidation, business combination or other transaction of any kind with Siemens; or (k) enter into any discussion or arrangements with or advise, assist or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons Persons in connection with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoing.

Standstill. Each Holder agrees that for a period (a“Restricted Period”) During commencing with the Initial Term (as such term is defined in date of this Agreement and ending on the Collaboration and License Agreement)date that proxies for the Company’s 2008 annual meeting of stockholders are first solicited, neither the Investor such Holder nor any Affiliate of its Affiliates such Holder shall, unless and until it shall have received without the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly : (ia) acquire, offer to acquire, or agree to acquire, make or encourage or suggest to any public proposal third party that they acquire, offer to acquire, or cause agree to acquire, directly or indirectly, by purchase or otherwise, any third-material amount of assets of the Company or any subsidiary or division thereof or of any such successor or controlling person; (b) encourage or suggest to any third party that such party (including any of its Affiliates) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, an aggregate of 15% or more (including any such securities held prior to the contact by such Holder or Affiliate of a Holder) of any voting securities or direct or indirect rights to acquire any voting securities of the Company, Company or any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities subsidiary thereof; (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iiic) make, or in any way participate inparticipate, directly or indirectly, or encourage or suggest to any solicitation third party that they make, or in any way participate, in any “solicitation” of proxies or consents, “proxies” to vote (as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities rules of the CompanySecurities and Exchange Commission (“SEC”)), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the CompanyCompany with respect to (i) a transaction described in (a) or (b) above, (ii) any extraordinary transaction, such as a merger, reorganization or liquidation involving the Company or any subsidiary or division thereof, (iii) any material change in the present board of directors or management of the Company or any subsidiary or division thereof, including, but not limited to, any plans or proposals to change the number or the term of directors, to remove any director or to fill any existing vacancies on the board, except as provided in the Letter Agreement, or demand in connection with the foregoing, a copy to change any material term of the stock ledger list employment contract of stockholders, or any other books and records of the Companyexecutive officer, (iv) the opposition of any person nominated by the Company’s nominating committee, or (v) any material change in the Company’s capital structure or business; (d) make any public announcement with respect to any matter described in subparagraphs (a) and (c) above; (e) form, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act) with respect to any voting securities of the Company”), (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or ; or (vif) take any action (other than an action to terminate this Agreement as provided in Section 3 below) that could reasonably be expected to require the Company to make any publicly disclosed proposal a public announcement regarding the foregoingpossibility of any of the events described in clauses (a) through (c) above.

Standstill. (a) During Each Investor agrees that, from and after the Initial Term date of this Agreement to the sixth (as such term is defined in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent 6th) anniversary of the Company’s Board Closing Date other than (i) with respect to the nomination, election and removal of Directors excluding the an Investor DirectorDesignee or Investor Director or (ii) as otherwise expressly provided in this Agreement, it will not, directly or indirectly indirectly: (i) acquire, agree to acquire, make any public proposal to acquire, offer or cause any third-party propose to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions beneficial ownership of not more than one percent (1%) of the then-outstanding shares of the Common any additional Capital Stock in the aggregate during the Initial Term, or Derivative Securities or (y) acquisitions for any material assets of the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, Company and its Subsidiaries; (ii) publicly 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, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under consents (whether or not relating to the Exchange Act, election or removal of directors) with respect to any securities of Capital Stock, become a participant in any election contest with respect to the Company, Company or seek to advise or influence any person with respect to the voting of any securities of the Company, Capital Stock or demand in connection with the foregoing, a copy of the stock ledger ledger, list of stockholdersholders of Capital Stock, or any other books and records of the Company, ; (iviii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act, as amended) with respect to any voting securities Capital Stock; (iv) otherwise act, alone or in concert with others, to seek to control or influence, in any manner, the management, the Company’s Board or policies of the Company, Company (other than with respect to its Investor Director); (v) knowingly assist, induce deposit any Capital Stock in any voting trust or encourage subject any other Person Capital Stock to any arrangement or agree agreement with respect to the voting of such Capital Stock; (vi) call or offer seek to take, have called any meeting of the holder of Capital Stock or knowingly encourage execute any written consent with respect to the Company or propose the Capital Stock; (publicly or otherwisevii) have any negotiations or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or assistencourage, any other persons in connection with any of the foregoing, or make any investment in any other person that engages, or offers or proposes to engage, in any of the foregoing for the purpose of financing or furthering any of the foregoing; (viviii) make any publicly disclosed proposal regarding any of the foregoing; or (ix) make any other proposal or statement, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with the foregoing, or request that the Company amend, waive or terminate any provision of this Section 2.7(a). (b) Without limiting Section 2.1(a), each Investor agrees that, from and after the sixth (6th) anniversary of the Closing Date, it will not, directly or indirectly, acquire or agree to acquire beneficial ownership of any additional Capital Stock or Derivative Securities in an amount which, when taken together with all other shares of Capital Stock or Derivative Securities then beneficially owned by the Investors, would equal or exceed the aggregate percentage of the Total Voting Power held by the Xxxxxx Stockholders on the Closing Date, except: (i) as may be necessary to maintain the Investor’s Pro Rata Percentage as of the Closing Date; or (ii) as part of the direct or indirect acquisition of shares of Capital Stock or Derivative Securities of the Company by the Investors (A) in connection with a Fundamental Transaction proposed by the Investors and approved by the Board or (B) in connection with a Fundamental Transaction proposed by a third-party provided that the Investor Director shall have first resigned from the Board prior to such acquisition and no other Investor Designee shall then be serving on the Board; provided, that nothing in this Section 2.7(b) shall be deemed to require any Investor to sell or otherwise divest any Capital Stock or Derivative Securities not acquired in violation of this Section 2.7(b) or to restrict any Transfers of Capital Stock or Derivative Securities to any Investor Affiliate Transferee. (c) The provisions of Section 2.7(a) and 2.7(b) shall cease to apply if: (i) any representation or warranty of the Company or the Xxxxxx Stockholders contained in any of the Transaction Documents was untrue in a material respect as of the date made or deemed made and the Investors have notified the Company and the Xxxxxx Stockholders of such material breach in writing; (ii) the Company or a Xxxxxx Stockholder defaults in any material respect on its obligations under (A) Section 2.2, Section 2.4, Section 2.5 or Section 2.10 of this Agreement or (B) Sections 2, 3, 7 and 9 of the Registration Rights Agreement, thirty (30) days after written notice to the Company (or Xxxxxx Stockholder) of such default, unless, if such default is capable of being cured by the Company and/or Xxxxxx Stockholder, the Company and/or Xxxxxx Stockholder cures such default within thirty (30) days after such notice (provided if such default cannot be cured within such thirty (30) day period, such period shall be extended, but not in excess of 180 days after the date of such notice, so long as the Company and/or Xxxxxx Stockholder is diligently pursuing a cure); (iii) on the first date when interests in real property, at their approximate fair market values during the period in question, have comprised less than 50% of the Company’s total assets on a consolidated basis for a period of eighteen (18) months ending on such date; or (iv) on the first date the Company is required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended. (d) Nothing in this Section 2.7 shall be deemed to limit or affect in any manner the Investor Designee acting as a member of the Board.

Standstill. (a) During Prior to the Initial Term (as such term is defined in the Collaboration and License Agreement)Sunset Date, neither the Investor Grupo VM nor any Affiliate of its Affiliates Grupo VM shall: (i) effect, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Directoragree, seek or make any proposal or offer with respect to, or announce any intention with respect to or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, directly or indirectly indirectly, (iA) acquire, agree to acquire, make any public proposal to acquireacquisition of any Holdco Equity Securities (or beneficial ownership thereof), or cause any third-party to acquire assets, indebtedness or businesses of Holdco or any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial TermHoldco Subsidiary, (yB) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly propose any merger, consolidation, business combination, tender or exchange offer, sale merger or purchase other business combination involving Holdco or any Holdco Subsidiary or assets of Holdco or any Holdco Subsidiary constituting a significant portion of the consolidated assets or securitiesof Holdco and the Holdco Subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution, liquidation, restructuring, recapitalization change of Control or similar other extraordinary transaction of with respect to Holdco or involving the Company, (iii) makeany Holdco Subsidiary, or in (D) any way participate in, any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the Exchange Act, with respect proxy rules of the SEC) to vote any equity securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, Holdco; (ivii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of as defined under the Exchange Act) with respect to Holdco or otherwise act in concert with any voting Person or group in respect of any equity securities of Holdco; (iii) except in accordance with this Agreement, otherwise act, alone or in concert with others, to seek representation on the Company, Board of Directors; (iv) take any action which would or would reasonably be expected to cause Holdco to make a public announcement under applicable Law regarding any of the types of matters set forth in clause (i) above; (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings discussions or agreements (whether written or oral) with, or advise, finance, or assist, arrangements with any other persons in connection Person with respect to any of the foregoing, foregoing or (vi) request that Holdco amend or waive any provision of this Section 5.01(a). (b) Section 5.01(a) shall not prohibit: (i) any transaction, discussions or arrangements solely between or among Grupo VM and its Affiliates; (ii) any acquisition pursuant to an equity incentive or similar plan established by the Board of Directors for members of the Board of Directors in their capacities as such; (iii) any acquisition pursuant to or in connection with a share split, share dividend or similar corporate action initiated by Holdco; (iv) any acquisition pursuant to Article IV; (v) any purchase of Shares “regular-way” on the Nasdaq or other recognized securities exchange if immediately subsequent to such purchase, the aggregate Percentage Interests of Grupo VM and its Affiliates does not exceed the Permitted Maximum Percentage as of immediately prior to such purchase; (vi) any transaction previously approved by the Board of Directors in accordance with this Agreement and actions in furtherance thereof; (vii) any action expressly permitted by this Agreement or the Registration Rights Agreement; (viii) Grupo VM or any Grupo VM Director from engaging in non-public discussions with the Board of Directors regarding one or more transactions that would otherwise be prohibited by Section 5.01 so long as such discussions would not reasonably be expected to result in public disclosure by Grupo VM under applicable Law, including requirements of the SEC, and (ix) at any time after the third anniversary of the Effective Date, an acquisition of Shares for cash pursuant to a takeover offer made to all holders of Shares for all Shares if such takeover offer (A) complies with all applicable requirements of the SEC, and (B) has a non-waivable condition that it be accepted by holders of a majority of Shares not held by Grupo VM and its Affiliates. (c) Section 5.01(a) shall also not prohibit or prevent Grupo VM or any of its Affiliates from acquiring securities of, or from entering into any merger or other business combination with, another Person that owns, beneficially or otherwise, any Holdco Equity Securities; provided, however, that (i) such Person shall not have acquired such Holdco Equity Securities in contemplation of Grupo VM or such Affiliate acquiring the securities of, or entering into any such merger or other business combination with, such Person, (ii) the ownership of such Holdco Equity Securities by such Person shall not be a material reason for Grupo VM or such Affiliate acquiring the securities of, or entering into any such merger or other business combination with, such Person, and (iii) such Person shall not own, beneficially or otherwise, greater than 1% of the Holdco Equity Securities then-outstanding. (d) If (i) the aggregate Percentage Interest of Grupo VM and its Affiliates falls below 30% (other than as a result of an issuance or offering of Shares by Holdco with respect to which Grupo VM and its Affiliates did not have preemptive rights) and (ii) Grupo VM or any of its Affiliates subsequently purchases any Shares pursuant to Section 5.01(b)(v) and as a result of such purchase the aggregate Percentage Interests of Grupo VM and its Affiliates exceeds 30%, then Grupo VM will make any publicly disclosed proposal regarding the foregoinga “mandatory bid” in compliance with Rule 9 of The City Code on Takeovers and Mergers, without regard for whether Rule 9 or such Code is otherwise applicable.

Standstill. (a) During BRS agrees that, until the Initial Term (as such term is defined in expiration of two years from the Collaboration and License date of this Agreement), neither the Investor nor any of its Affiliates shall, unless and until it shall have received the without prior written consent invitation (on an unsolicited basis) of the Company’s DLCH's Board of Directors excluding the Investor DirectorDirectors, directly or indirectly it and its affiliates will not (i) in any manner acquire, agree to acquire, acquire or make any public proposal or offer or otherwise seek to acquire, directly or cause any third-party to acquire indirectly, any securities (or rights in respect thereof), assets or property of the Company, DLCH or any option to acquire any such securities, any security convertible into of its subsidiaries or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Sharessuccessor thereto or person in control thereof, whether such agreements or proposals or offers are made with or to DLCH or any of its subsidiaries (or a successor thereto or person in control thereof) or a third party; (ii) publicly enter into or agree, offer, seek or propose to enter into or otherwise be involved in or part of, directly or indirectly, any merger, consolidation, acquisition transaction or other business combination, tender combination relating to DLCH or exchange offer, sale any of its subsidiaries or purchase any of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, their respective assets; (iii) make, or in any way participate in, any solicitation directly or indirectly, and "solicitation" of proxies or consents, "proxies" (as such terms are used in Regulation 14A under the proxy rules of the Securities Exchange Act of 1934, as amended (the "Exchange Act, with respect ")) to any securities of the Companyvote, or seek to advise or influence any person with respect to the voting of, any voting securities of DLCH or any of its subsidiaries or of any securities of the Company, successor thereto or demand person in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Companycontrol thereof, (iv) form, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, DLCH or any of its subsidiaries or of any successor thereto or person in control thereof; (v) knowingly assistseek or propose, induce alone or encourage any other Person in concert with others, to control or agree influence the management, Board of Directors or offer to take, policies of DLCH; (vi) directly or knowingly encourage or propose (publicly or otherwise) or indirectly enter into any arrangementsdiscussions, negotiations, arrangements or understandings with any other person (except internal discussions and planning activities involving its Representatives) with respect to any of the foregoing activities or agreements propose any of such activities to any other person (whether written other than its Representatives); (vii) directly or oral) with, or indirectly advise, financeencourage, or assist, act as a financing source for or otherwise invest in any other persons person in connection with any of the foregoing; (viii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing. BRS also agrees that, during such two-year period, neither it nor any of its affiliates will: (i) request DLCH or its advisors, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) or (vi2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence); or (ii) take any initiative with respect to DLCH or any of its subsidiaries that could be reasonably be expected to require DLCH to make a public announcement regarding (1) such initiative, (2) any publicly disclosed of the activities referred to in this paragraph, (3) the possibility of a Transaction or any similar transaction or (4) the possibility of BRS or any other person acquiring control of DLCH, whether by means of a business combination or otherwise. Additionally, BRS's Chief Executive Officer may contact DLCH's Chief Executive Officer for the purpose of expressing continuing or renewed interest in a Transaction or in any other business relationship, provided that, unless invited to do so by DLCH's Chief Executive Officer, no offer or proposal regarding the foregoingshall be made that would require disclosure or formal consideration by DLCH or its Board of Directors.

Standstill. (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement)Term, neither the Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent of without the Company’s Board of Directors excluding prior written consent, the Investor DirectorConsultant will not, directly himself or indirectly (i) acquirethrough any affiliate, agree to acquire, make any public proposal to acquire, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities representative or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions person, acting alone or as part of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities and Exchange ActAct of 1934), directly or indirectly: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of all or substantially all of the securities (or beneficial ownership thereof) or assets of the Company or any of its subsidiaries; (B) any tender or exchange offer or merger or other business combination involving the Company or any of its subsidiaries; (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) with respect to any voting securities of the Company, including without limitation to vote any securities of the Company or to provide or withhold consents or agent designations with respect to any securities of the Company, (vii) knowingly assistform, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, join or assist, in any other persons way participate in a group in connection with the types of matters set forth in (i) above, (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board or policies of the Company or any of its subsidiaries, (iv) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in (i) above, (v) publicly announce any intention, plan or arrangement inconsistent with the foregoing, or (vi) make enter into any publicly disclosed proposal regarding discussions, arrangements or agreements with any third party relating to any of the foregoing. The Consultant also agrees during such period not to request the Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).

Standstill. (a) During From and after the Initial Term (as such term is defined date of this Agreement through the first anniversary of the date of this Agreement, the ANS Parties and their respective agents, representatives, Affiliates, Associates and all other persons acting in concert with or under the Collaboration and License Agreement), neither the Investor nor control or direction of any of its Affiliates shallthe ANS Parties shall not, unless and until it shall have received directly or indirectly, in any manner without the prior written consent of the Company’s Board of Directors excluding the Investor Director: (a) solicit proxies (or written consents) or assist or participate in any other way, directly or indirectly (i) acquireindirectly, agree to acquire, make any public proposal to acquire, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, or in any way participate in, any solicitation of proxies (or written consents), or otherwise become a “participant” in a “solicitation,” as such terms are used defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A 14A, respectively, under the Exchange Act, with respect Act in opposition to any securities the recommendation or proposal of the CompanyBoard, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise advise, encourage or influence any person with respect to the voting of any (or the execution of a written consent in respect of) the securities of the Company, or demand execute any written consent in connection with the foregoing, lieu of a copy meeting of the stock ledger list of stockholders, or any other books and records holders of the Company, securities of the Company or grant a proxy with respect to the voting of the securities of the Company to any person; (ivb) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to for the purpose of acquiring, holding, voting or disposing of any voting securities of the Company, ; (vc) knowingly assist, induce or encourage deposit any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) securities of the Company in a voting trust or enter into any arrangementsother arrangement or agreement with respect to the voting thereof; (d) acquire or agree, understandings offer, seek or agreements propose to acquire, or cause to be acquired, ownership (whether written including beneficial ownership) of any of the assets or oralbusiness of the Company or any rights or options to acquire any such assets or business from any person; (e) 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, consolidate, 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; (f) take any action, alone or in concert with any other person, advise, finance, assist or assistparticipate in or encourage any person to take any action which is prohibited to be taken by the ANS Parties or any of their Affiliates or Associates pursuant to this Agreement, or make any investment in or enter into any arrangement with, any other persons person that engages, or offers or proposes to engage in connection with any of the foregoing; (g) disclose publicly or privately, in a manner that could reasonably be expected to become public, any intention, plan or arrangement inconsistent with the foregoing; (h) commence, encourage, or support any derivative action in the name of the Company, or any class action against the Company or any of its officers or directors; or (vii) make take any publicly disclosed proposal regarding action challenging the foregoingvalidity or enforceability of any provisions of this Article IV.

Standstill. (a) During the Initial Term Cooperation Period, the D. E. Shaw Parties will not, and will cause their controlled Affiliates and their collective Covered Persons acting on their behalf (collectively with the D. E. Shaw Parties, the “Restricted Persons”) to not, directly or indirectly, without the prior consent, invitation, or authorization of the Company or the Board, in each case, in writing: (i) acquire, or offer or agree to acquire, by purchase or otherwise, or direct any Third Party in the acquisition of record or beneficial ownership of any shares of Common Stock or securities convertible into shares of Common Stock, or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to any shares of Common Stock or securities convertible into shares of Common Stock, in each case, if such acquisition, offer, agreement or transaction would result, if consummated, in the D. E. Shaw Parties (together with their Affiliates) having beneficial ownership of, or aggregate economic or voting exposure to, more than 7.5% of the Common Stock outstanding at such time; (ii) (A) call or seek to call (publicly or otherwise), alone or in concert with others, a meeting of the Company’s stockholders (or the setting of a record date therefor), (B) seek, alone or in concert with others, election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, except as expressly set forth in Section 1, (C) make or be the proponent of any stockholder proposal to the Company or the Board or any committee thereof, (D) seek, alone or in concert with others the removal of any member of the Board, or (E) conduct a referendum of stockholders of the Company or engage in any “withhold” or similar campaign; (iii) make any request for any stockholder list or similar materials or other books and records of the Company or any of its subsidiaries, whether pursuant to Section 220 of the Delaware General Corporation Law or any other statutory or regulatory provisions providing for stockholder access to books and records of the Company or its Affiliates; (iv) engage in any “solicitation” (as such term is used in the proxy rules promulgated under the Exchange Act but without giving effect to any of the exclusions from such definition under SEC rules, including the exclusion relating to solicitations of ten or fewer stockholders) of proxies with respect to the election or removal of directors of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Collaboration and License Agreement)Exchange Act) in any such solicitation of proxies; (v) disclose to any Third Party, neither either publicly or in a manner that would reasonably be expected to result in or require public disclosure, its voting or consent intentions or votes as to matters submitted to a stockholder vote during the Investor nor Cooperation Period; (vi) take any action in support of its Affiliates shallor make any proposal, unless and until it shall have received announcement or request, either publicly or in a manner that would reasonably be expected to result in or require public disclosure, with respect to, (A) any change in the prior written consent number, term or identity of directors of the Company or the filling of any vacancies on the Board other than as provided under Section 1, (B) any change in the business, capitalization, capital allocation policy or dividend policy of the Company or sale, spinoff, splitoff or other similar separation of one or more business units or any other Extraordinary Transaction, (C) any other change to the Board or the Company’s Board of Directors excluding management, business or corporate or governance structure, (D) any waiver, amendment or modification to the Investor DirectorOrganizational Documents, directly or indirectly (iE) acquire, agree causing the Common Stock to acquire, make any public proposal to acquirebe delisted from, or cause to cease to be authorized to be quoted on, any third-party to acquire any securities exchange, or (F) causing a class of securities of the Company, any option Company to acquire any such securities, any security convertible into or exchangeable become eligible for any such securities or other right termination of registration pursuant to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%Section 12(g)(4) of the then-outstanding shares Exchange Act; (vii) knowingly encourage or advise any Third Party or knowingly assist any Third Party in encouraging or advising any other person with respect to (A) the giving or withholding of the any proxy relating to, or other authority to vote, any Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plansStock, or (zB) acquisitions conducting any type of any Additional Shares, referendum relating to the Company (ii) publicly propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase including for the avoidance of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving doubt with respect to the Company’s management or the Board) (other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter); (viii) form, (iiijoin, knowingly encourage or knowingly participate in or act in concert with any “group” as defined in Section 13(d)(3) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any shares of Common Stock or securities convertible into shares of Common Stock, other than solely with Affiliates of the CompanyD. E. Shaw Parties with respect to any shares of Common Stock or securities convertible into shares of Common Stock now or hereafter owned by them; (ix) enter into a voting trust, arrangement or agreement, or seek subject any shares of Common Stock or securities convertible into shares of Common Stock to advise any voting trust, arrangement or influence agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case other than (A) this Agreement (B) solely with Affiliates of the D. E. Shaw Parties, or (C) granting proxies in solicitations approved by the Board; (x) sell, offer or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying Common Stock held by a Restricted Person to any person Third Party; (xi) institute, solicit, knowingly assist or join as a party any litigation, arbitration or other proceeding against or involving the Company or any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing will not prevent any Restricted Person from (A) bringing litigation against the Company to enforce any provision of this Agreement instituted in accordance with and subject to Section 10, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against a Restricted Person, (C) bringing or participating in bona fide commercial or legal disputes that do not relate to the subject matter of this Agreement, (D) exercising statutory appraisal rights, or (E) responding to or complying with validly issued legal process; (xii) make any disclosure or announcement, either publicly or in a manner reasonably likely to result in or require public disclosure, regarding any intent, purpose, place or proposal with respect to the voting of any securities of Board, the Company, its management, policies or demand affairs, strategy, operations, financial results, any of its securities or assets or this Agreement, except in connection a manner consistent with the foregoing, a copy Press Release and the other provisions of the stock ledger list of stockholders, or any other books and records of the Company, this Agreement; (ivxiii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any negotiations, agreements, arrangements, or understandings or agreements (whether written or oral) withwith any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this Section 2(c); or (xiv) make any request or submit any proposal to amend or waive the terms of this Agreement (including this subclause), in each case publicly or which would reasonably be expected to result in a public announcement or disclosure of such request or proposal. The Restricted Persons will instruct their respective Representatives acting on their behalf to comply with this Section 2(c) and any failure by such Representatives to comply with such instructions will be deemed a breach by the D. E. Shaw Parties of this Section 2(c). The restrictions in this Section 2 will terminate automatically upon any material breach of this Agreement by the Company (including a failure by the Company to comply with its obligations in Section 1 to appoint or nominate the New Director, as applicable, or adviseappoint any Replacement New Director, financeif applicable, to the Board in accordance with Section 1, a failure to perform any of the actions contemplated in Section 1(e) or assista failure by the Company to issue the Press Release in accordance with Section 3) upon five business days’ written notice by any of the D. E. Shaw Parties to the Company if such breach has not been cured within such notice period; provided, that the D. E. Shaw Parties (i) specify in such written notice, in reasonable detail, the material breach on which they are relying to terminate its obligations under this Section 2 and (ii) are not in material breach of this Agreement at the time such notice is given or during the notice period. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including the restrictions in this Section 2) will prohibit or restrict any of the Restricted Persons from (A) making any factual statement to comply with any subpoena, legal requirement or other legal process or to respond to a request for information from any governmental authority with jurisdiction over such person from whom information is sought (so long as such process or request did not arise as a result of discretionary acts by any Restricted Person) or making any regulatory filing required pursuant to the Exchange Act or any other persons applicable regulatory regime (provided, that any such legal requirement or regulatory filing does not arise from or relate to an action by a Restricted Person that would otherwise violate Section 2(a) or Section 2(c) and any such statement, whether or not in a regulatory filing, does not otherwise violate Section 2(a) or Section 2(c)), (B) communicating privately with the Board or any of the Company’s senior officers regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, result in or require the Company or the D. E. Shaw Parties to make public disclosure (of any kind) with respect thereto, (C) (unless and until the Company commits to renominate and support the New Director or a Replacement New Director, as applicable at the 2024 Annual Meeting, pursuant to the notice process provided for in Section 2(a)) taking actions in furtherance of identifying and nominating director candidates in connection with the 2024 Annual Meeting, so long as such actions are not intended to, and would not reasonably be expected to, result in or require the Company or the D. E. Shaw Parties to make public disclosure (of any kind) with respect thereto, (D) granting any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the foregoingcustody or prime brokerage agreement(s), as applicable, or (viE) make negotiating, evaluating and/or trading, directly or indirectly, in any publicly disclosed proposal regarding index fund, exchange traded fund, benchmark fund or broad basket of securities which may contain or otherwise reflect the foregoingperformance of, but not primarily consist of, securities of the Company. Furthermore, for the avoidance of doubt, nothing in this Agreement will be deemed to restrict in any way the New Director in the exercise of his or her fiduciary duties.

Standstill. (a) During the Initial Term (Investor agrees that, except as such term is defined specifically provided in the Collaboration and License AgreementSecurities Purchase Agreement or the Related Documents, for a period of three (3) years following the Effective Date (the “Standstill Period”), neither the Investor nor will not (and Investor will ensure that its Subsidiaries (and any Person acting on behalf of its Affiliates shallor in concert with Investor or any Subsidiaries) will not), unless and until it shall have received directly or indirectly, without the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly (i) acquire, agree to acquire, make any public proposal propose, seek or offer to acquire, or cause any third-party to acquire facilitate the acquisition or ownership of, any securities or assets of the CompanyCompany or any of its Subsidiaries or Affiliates, any warrant or option to acquire any purchase such securitiessecurities or assets, any security convertible into or exchangeable for any such securities securities, or any other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Sharessecurities, (ii) publicly propose enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, consolidation, business combination, tender recapitalization, restructuring or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar other extraordinary transaction of or involving the CompanyCompany or any of its Subsidiaries or Affiliates, (iii) make, or in any way participate or engage in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Companyvote, or seek to advise or influence any person Person with respect to the voting of of, any voting securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assistcall, induce request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (vi) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (vii) advise, assist or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangementsdiscussions, understandings negotiations, agreements or agreements (whether written or oral) with, or advise, finance, or assist, arrangements with any other persons third parties in connection with the foregoing. Nothing in this Section 5.1 will limit (x) the Investor’s ability to vote or otherwise exercise rights under, or to transfer to any Permitted Transferee, its Preferred Shares or Common Stock or (y) the ability of any Preferred Stock Director to vote or otherwise exercise his or her fiduciary duties as a member of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoingBoard.

Standstill. Each Stockholder hereby agrees that, from and after the date hereof, the Stockholder and its Affiliates shall not, directly or indirectly, unless (i) specifically requested by Parent or (ii) expressly contemplated by the terms of this Agreement or the Merger Agreement: (a) During the Initial Term sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (as such term is defined in the Collaboration and License Agreementcollectively, a "Transfer"), neither or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any or all of the Investor nor Subject Shares of the Stockholder or any of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly Affiliates; (ib) acquire, offer to acquire, or agree to acquire, make directly or indirectly, by purchase or otherwise, any public proposal securities or direct or indirect rights to acquireacquire Common Stock or any other securities of Target, or cause any third-party to acquire assets of Target or any securities of the Company, any option to acquire any such securities, any security convertible into Subsidiary or exchangeable for any such securities or other right to acquire any such securities division thereof; (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iiic) make, or in any way participate in, directly or indirectly, any solicitation "solicitation" of proxies or consents, "proxies" (as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities rules of the CompanySecurities and Exchange Commission) to vote (including by consent), or seek to advise or influence any person Person with respect to the voting of of, any voting securities of Target (including, without limitation, by making publicly known the Companyposition of such Stockholder or any of its Affiliates on any matter presented to stockholders of Target), other than to recommend that stockholders of Target vote in favor of the Merger and the Merger Agreement; (d) submit to Target any stockholder proposal under Rule 14a-8 under the Exchange Act; (e) make any public announcement with respect to, or demand in connection with the foregoing, submit a copy of the stock ledger list of stockholdersproposal for, or offer of (with or without conditions) any other books and records of the Company, extraordinary transaction involving Target or its securities or assets; (ivf) form, join or in any way participate in a “"group” " (within the meaning of as defined in Section 13(d)(3) of under the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing; (g) seek in any way, directly or indirectly, to have any provision of this Section 3.1 amended, modified or waived; or (vih) make otherwise take, directly or indirectly, any publicly disclosed proposal regarding actions with the foregoingpurpose or effect of avoiding or circumventing any provision of this Section 3.1 or which could reasonably be expected to have the effect of preventing, impeding, interfering with or adversely affecting the consummation of the transactions contemplated by the Merger Agreement or its ability to perform its obligations under this Agreement.

Standstill. (a) During From the Initial Term (as such term is defined date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement in accordance with Section 9.1, Bidco shall not, and shall cause its Subsidiaries, Affiliates and Representatives to not, alone or jointly, by any manner carry out any of the Collaboration and License Agreement), neither the Investor nor following actions on behalf of Bidco or any of its Subsidiaries or Affiliates shall(other than (w) where Bidco or any of its Subsidiaries or Affiliates and their Representatives are carrying out any steps to implement this Agreement, unless the Transaction and until it shall have received the prior written consent Scheme of the Company’s Board of Directors excluding the Investor DirectorArrangement, directly or indirectly (i) acquire, agree to acquire, make any public proposal to acquire, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions any actions otherwise permitted under the terms of not more than one percent this Agreement (1%) including, for the avoidance of the then-outstanding shares of the Common Stock in the aggregate during the Initial Termdoubt, taking actions and exercising rights under Section 6.2 and Section 7.3), (y) acquisitions for any actions that result in changes in the Investor’s qualified employee benefit plans(including new) direct or indirect equity ownership of, or direct or indirect investments in, any member of the Bidco Group or any ECP Entity or (z) acquisitions of any Additional Shares, (ii) publicly 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 with the Company, ’s prior written consent): (iiia) makedirectly or indirectly acquire (or agree to, or offer to, or receive an option to, acquire), by purchase or otherwise, any interest (or rights or options to acquire interests), including any ownership or voting rights, in any way participate inshares or loans, any solicitation of proxies debt securities or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any equity securities of the Company, or seek any derivatives referenced to advise such shares or influence financial instruments (including, without limitation, by means of a tender offer, exchange offer or scheme of arrangement); (b) effect any person recapitalization, restructuring, liquidation, dissolution or other similar extraordinary transaction with respect to the voting Company or any of its Subsidiaries; (c) knowingly instigate any Third Party to do, or enter into any discussions or agreements with any Third Party with respect to, any of the actions set forth in this Section 7.10; (d) make any public proposal with respect to any change in the Company Board, the Company’s management, or the board of directors or management of any securities Subsidiary of the Company, or demand solicit, make, effect, initiate, or, in connection any way, participate in the solicitation of, any proxies with the foregoing, a copy respect to any Company Group Securities or call or seek to have called any meeting of the stock ledger list of stockholders, or any other books and records of the Company, Company Shareholders; (ive) form, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange ActAct and the rules and regulations thereunder) with respect to any voting securities of Company Group Securities or otherwise initiate or engage in any discussions, negotiations, arrangements or understandings with any third party with respect to the Company, foregoing; or (vf) knowingly assist, induce or encourage make any other Person or agree or offer to takepublic announcement, or knowingly encourage or propose (publicly or otherwise) or enter into a Third Party to make any arrangementspublic announcement, understandings or agreements (whether written or oral) withwith respect to this Agreement, the Transaction, or advise, financethe Scheme of Arrangement, or assisttake any action which would reasonably be expected to require the Company, Bidco or any other persons in connection with of their respective Affiliates to make a public announcement regarding any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoingactions set forth in this Section 7.10.

Standstill. 8.1 Without prejudice to any obligations the Recipient may have at law, under the other provisions of this Agreement, under the Code or otherwise, the Recipient undertakes that it shall not, and shall procure that no member of the Recipient's Group (and no person acting in concert with it or them) will, directly or indirectly, either alone or in conjunction with any third party, for a period of 12 months from the date of this Agreement: (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly (i) acquire, agree or procure or induce any other person to acquire, make any public proposal to acquire, or cause any third-party to acquire any interest in the securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities Company (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock as defined and interpreted in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection accordance with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwiseCode) or enter into any arrangements, understandings agreement or agreements arrangement (whether written legally binding or oralnot) withor do any act as a result of which the Recipient or any other member of the Recipient's Group (or any person acting in concert with it) may acquire an interest in the securities of the Company; (b) make, or advise, finance, procure or assistinduce any other person to make, any other persons in connection with offer for all or any of the foregoingsecurities of the Company (as defined and interpreted in accordance with the Code) or enter into any agreement or arrangement (whether legally binding or not) or do any act as a result of which the Recipient or any other member of the Recipient's Group (or any person acting in concert with it) may become obliged (whether under the Code or otherwise) to make an offer for all or any of the securities of the Company; or (c) announce, or procure or induce any other person to announce, any offer for all or any of the securities of the Company (vias defined and interpreted in accordance with the Code) make or enter into any publicly disclosed proposal regarding agreement or arrangement (whether legally binding or not) or do any act as a result of which the foregoingRecipient or any other member of the Recipient's Group (or any person acting in concert with it) may become obliged (whether under the Code or otherwise) to announce an offer for all or any of the securities of the Company. 8.2 The restrictions in clause 8.1 shall not apply or cease to apply (as the case may be) if: (a) the Company has provided its prior written consent to the actions taken; (b) any member of the Recipient's Group or any person acting in concert with any member of the Recipient's Group makes or announces an offer under Rule 2.7 of the Code to acquire the Company that is recommended by the directors of the Company at the time of such announcement; or (c) a third party which is not acting in concert with any member of the Recipient's Group makes or announces an offer under Rule 2.7 of the Code to acquire the Company (whether such offer is recommended or not); or (d) the Company announces that it has been approached by a third party (not acting in concert with any member of the Recipient's Group) in relation to a possible offer for the Company and the board of directors of the Company is in discussions with such third party. 8.3 In clause 8, offer means any general, partial, tender or other type of offer including, without limitation, any takeover or merger transaction (however effected), reverse takeover, scheme of arrangement or other court scheme, offer by a parent company for shares in its subsidiary, share exchange or similar transaction.

Standstill. (a) During Prior to the Initial Term Standstill Expiration Date (as such term is defined in the Collaboration and License Agreementhereinafter defined), neither except to the Investor nor extent AREH or its affiliates is invited to do otherwise by Presidio, AREH shall not, and shall not permit any of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Directoraffiliates to, directly or indirectly indirectly: (i) acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, make by purchase, by gift, by joining a partnership, a limited partnership, a syndicate or any public proposal group or otherwise (other than any partnership, limited partnership, syndicate or group consisting solely of AREH and its affiliates and, in such event, only to acquire, or cause any third-party the extent permitted pursuant to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (xsection 2(b) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Termbelow), (yA) acquisitions for the Investor’s qualified employee benefit plans, any Units in any Partnership or (zB) acquisitions any assets, businesses or properties of any Additional Shares, Partnership; (ii) publicly propose any merger, consolidation, business combination, tender participate in the formation or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving encourage the Company, (iii) makeformation of, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, (iv) form, join or in any way participate with, any partnership, limited partnership, syndicate, group or other person or entity that beneficially owns or seeks to acquire beneficial ownership of Units in any Partnership for the purpose of beneficially owning or acquiring beneficial ownership of any such Units (other than any group consisting solely of AREH and its affiliates); (iii) solicit, or participate in the solicitation of, proxies or become a “group” participant in any election contest (within the meaning of Section 13(d)(3) of terms used in this section 2.3 having the respective meanings given them to Regulation 14A under the Exchange Act) with respect to any voting securities Partnership; (iv) initiate, propose or otherwise solicit limited partners for the approval of the Company, one or more proposals with respect to any Partnership or induce any other person to initiate any such proposal; (v) knowingly assistseek the removal of any general partner of any Partnership or seek to have called any meeting of limited partners of any Partnership; (vi) deposit any Units of any Partnership in a voting trust or subject them to a voting agreement or other agreement or arrangement with respect to voting (other than this agreement or any agreement or arrangement solely among AREH and its affiliates); or (vii) otherwise act, induce alone or encourage in concert with others, to seek to control the management, policies or affairs of any Partnership or solicit, propose, seek to effect or negotiate with any other Person person or agree entity (including, without limitation, any Partnership) with respect to any form of business combination or offer to takeother extraordinary transaction with any Partnership or any of its general partners; solicit, make or propose, or knowingly encourage negotiate with any other person or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) withentity with respect to, or adviseannounce an intent to make, financeany tender offer or exchange offer for any Units in any Partnership; publicly disclose an intent, purpose, plan or proposal with respect to any Partnership or any securities or assets of any Partnership that would violate the provisions of this section 2; or assist, participate in, facilitate or solicit any other persons in connection with effort or attempt by any person or entity to do or seek to do any of the foregoing. (b) Notwithstanding the provisions of section 2(a): (i) AREH and its affiliates: may conduct the Offers, and acquire Units pursuant to the Offers, in accordance with section 1 hereof and may exercise their rights and perform their obligations under this Agreement; (ii) Olympia and/or any Permitted Transferee may acquire from any Partnership, as a distribution from the Partnership, any securities or other assets or properties the Partnership distributes to its partners in any such distribution. (iii) Except as to the matters expressly referred to in section 2(a) and except as provided in section 5, Olympia and any Permitted Transferee of Units shall be entitled to exercise their rights as a limited partner of each Partnership in which they own Units, including, without limitation, the rights to access books and records of the Partnership and to vote. (iv) Neither AREH nor any affiliate of AREH shall be deemed to have violated section 2 of this Agreement in the event that such person acquires beneficial ownership of Units of any Partnership pursuant to a transaction in which such person acquires another entity, in circumstances in which the principal purpose of such transaction is not to acquire Units of such Partnership or otherwise to circumvent the intent of this agreement, provided that the number of Units so acquired, together with the aggregate number of Units of such Partnership acquired by AREH or any affiliate of AREH in any other transactions permitted pursuant to this paragraph (iv), represent a de minimis amount of the total outstanding Units of such Partnership. (v) AREH and its affiliates may acquire, offer or propose to acquire, or agree to acquire one or more assets, businesses or properties of any Partnership if, prior to AREH or any affiliate taking action with respect to such acquisition, the general partners of the Partnership owning such assets, businesses or properties or their affiliates have publicly announced such Partnership's intention to offer such assets, businesses or properties for sale or to solicit offers for the purchase thereof or have retained a broker for such purpose. (vic) make For purposes of this agreement, "Standstill Expiration Date", with respect to any publicly disclosed proposal regarding Partnership, shall mean the foregoingearliest to occur of: (i) the third anniversary of the date hereof; (ii) the date of a Default (as hereinafter defined) by Presidio in its obligation to purchase Units of such Partnership pursuant to the buy/sell agreements set forth in section 4 hereof; and (iii) the closing date of the purchase by Olympia and/or any affiliate of Units from Presidio pursuant to the buy/sell agreements set forth in section 4 hereof.

Standstill. (a) During the Initial Term Standstill Period (as such term is defined in the Collaboration and License Agreementbelow), neither the Investor nor any of its Affiliates shallSoutheastern shall not, unless and until it shall have received without the prior written consent of the Company’s majority of the entire Board of Directors (excluding the Investor Directorany representatives or designees of Southeastern), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner acquire, agree to acquire, acquire or make any public proposal to acquireacquire (whether directly or indirectly, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly propose any merger, consolidation, business combinationby purchase, tender or exchange offer, sale ): A. any material assets of the Company or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities subsidiary of the Company; or B. any Common Stock, Voting Securities or seek Derivative Securities of the Company (x) other than in open market transactions that do not involve the issuance of Common Stock by the Company and (y) unless after giving effect to advise such acquisition Southeastern would Beneficially Own less than 690,000,000 shares of Common Stock (subject to appropriate adjustment to take into account any stock splits, subdivisions, stock dividends, combinations, reclassifications or influence similar events occurring after the date hereof); provided that Southeastern shall in no event make any person with respect to the voting such acquisition for its own account or on behalf of any securities Advisory Client if it or such Advisory Client is on the date of such purchase or would become, as a result of such purchase, a “5-percent shareholder” of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, (iv) form, join or in any way participate in a “group” (Company within the meaning of Section 13(d)(3) 382 of the Exchange ActInternal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (including all applicable attribution rules) with respect to any voting securities of (the Company, “Code”); (vii) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) withwith any Person or take any action, that would cause, or advisehave the effect of causing, financedirectly or indirectly, (1) a “change of control” as defined in the indentures, supplemental indentures or assistcredit agreements, as the case may be, relating to any other persons indebtedness for borrowed money of the Company or any of its subsidiaries or (2) the Company to undergo an “ownership change” within the meaning of the Code; (iii) form, join or participate in a Group in connection with any of the foregoing, or ; or (viiv) make or cause the Company to make a public announcement regarding any publicly disclosed proposal regarding intention of Southeastern to take an action which would be prohibited by any of the foregoing. (b) The term “Standstill Period” shall mean the period beginning on February 18, 2005 and ending on February 18, 2015.

Standstill. (a) During Subject to the Initial Term (last paragraph of this Section 3 and except to the extent specifically provided in Section 4 of this Agreement, Laddcap covenants and agrees that until the expiration of the Standstill Period, unless specifically requested in writing in advance by a majority of the Board, excluding Xxxx for as such term long as he is defined in the Collaboration and License Agreement)a director, neither the Investor Laddcap nor any of its Affiliates shallrepresentatives will (and Laddcap and they will not assist, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Directorencourage or participate with others to), directly or indirectly indirectly: (ia) acquire, announce an intention to acquire, offer, seek or propose to acquire, or agree to acquire, make any public proposal to acquiredirectly or indirectly, or cause any third-party to acquire any securities of the Companyby purchase, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly propose any merger, consolidation, business combinationgift, tender or exchange offer, sale or purchase of assets otherwise, beneficial or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting record ownership of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, common shares or any other books and records voting securities of the CompanyDelcath, including any rights, warrants, options or other securities convertible into or exchangeable for common shares or any other voting securities of Delcath from Delcath or third parties; (ivb) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) Act with respect to the common shares or any other voting securities of Delcath or otherwise act in concert with any Person in respect of any such securities; (c) arrange, or in any way participate in, any financing for the Companypurchase by any individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity, including any successor, by merger or otherwise, of any of the foregoing (collectively, “Persons” and each, a “Person”) of common shares or any other voting securities or assets or businesses of Delcath or any of its affiliates; (d) join in or in any way participate in any pooling agreement, voting trust or other arrangement or agreement with respect to the voting of any of Delcath’s voting securities; (e) make, seek to propose or participate in making a proposal to Delcath or any third party (by public announcement, submission to Delcath or a third party or otherwise) in respect of any extraordinary corporate transaction involving Delcath, its voting securities or any of its affiliates, including a merger, reorganization, recapitalization, extraordinary dividend, dissolution, restructuring, liquidation, sale or transfer of assets other than in the ordinary course of Delcath’s business, or the acquisition or purchase by Laddcap or any other Person of all or any portion of the assets or capital stock of Delcath, whether by merger, consolidation, tender or exchange offer or otherwise; (i) solicit proxies or consents for the voting of any voting or other securities of Delcath or otherwise become a “participant,” directly or indirectly, in any “solicitation” of “proxies” or consents to vote, or become a “participant” in any “election contest” involving Delcath or Delcath’s securities (all terms used herein and defined in Regulation 14A under the Exchange Act having the meanings assigned to them therein), (ii) call or seek to call, directly or indirectly, any special meeting of stockholders of Delcath for any reason whatsoever, (iii) seek, request, or take any action to obtain or retain, directly or indirectly, any list of holders of any voting or other securities of Delcath or to obtain or retain, directly or indirectly, the books and records of Delcath or its affiliates, (iv) seek to advise or influence any Person with respect to the voting of any securities of Delcath, (v) knowingly assistinitiate, induce propose or encourage any other Person otherwise “solicit” Delcath stockholders for the approval of shareholder proposals, whether made pursuant to Rule 14a-8 or agree or offer to takeRule 14a-4 under the Exchange Act, or knowingly encourage otherwise, (vi) otherwise communicate with Delcath’s stockholders or propose others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act, (publicly vii) participate in, or take any action pursuant to, any “shareholder access” proposal which may be adopted by the Securities and Exchange Commission whether in accordance with previously proposed Rule 14a-11 or otherwise, (vii) otherwise engage in any course of conduct with the purpose of causing stockholders of Delcath to vote contrary to the recommendation of the Board on any matter presented to Delcath’s stockholders for their vote or challenging the policies of Delcath or (viii) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board, policies or affairs of Delcath; (g) except as specifically and expressly set forth in this Agreement, seek any change in the composition or classification of the Board or management of Delcath, including any plans or proposals to change the number or term of directors, vote against any candidate for the Board nominated for election or re-election by the Nominating Committee (or any successor committee) of the then-existing Board, or fill any vacancies on the Board; (h) seek to change the determination or direction of the basic business decisions of Delcath, the present capitalization or dividend policy of Delcath, Delcath’s Amended and Restated Certificate of Incorporation (the “Charter”) or Bylaws or Delcath’s business or corporate structure or otherwise take any action inconsistent with the ownership of common shares “solely for the purpose of investment”; (i) make or disclose any statement regarding any intent, purpose, plan or proposal with respect to the Board, Delcath, its management, policies or affairs or any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement, including, but not limited to, a request (by submission to Delcath, public announcement or otherwise) in any form that the prohibitions set forth in this Agreement be waived or enter into that Delcath take any arrangementsaction which would permit Laddcap to take any of the actions prohibited by this Agreement, understandings (ii) otherwise seek in any fashion a waiver, amendment or agreements modification of this Agreement or make any statement (whether written to Delcath or orala third party or by public announcement) withrelating to Laddcap’s willingness to pursue any such prohibited action conditioned upon waiver of this Agreement or (iii) take any action that could require Delcath to make any public disclosure relating to any such intent, purpose, plan, proposal or condition; and (j) (i) initiate, solicit, advise, assist, facilitate, finance, or assist, encourage or otherwise participate in the taking of any of the foregoing actions by any other persons Person, (ii) make any investments in connection with any third party that engages, or offers or proposes to engage, in any of the foregoing, or (viiii) make otherwise enter into any publicly disclosed proposal regarding discussions, negotiations, arrangements or understandings with, any third party with respect to any of the foregoingforegoing actions.

Standstill. (a) During Until the Initial Term earlier of the Closing or May 31, 2011 (as such term is defined in the Collaboration and License Agreement“No Shop Period”), neither the Investor Company nor any of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly Company Holders will (i) acquire, agree to acquire, make any public proposal to acquire, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce solicit or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangementsagreement or other understanding, understandings or agreements (whether written or oral) with, for the sale, transfer or advise, finance, other disposition of any capital stock or assist, assets of the Company to or with any other persons entity or person, except as contemplated by the Transaction, other than sales of goods and services by the Company in connection the ordinary course of its business; (ii) entertain or pursue any unsolicited communication, offer or proposal for any such sale, transfer or other disposition; or (iii) furnish to any person or entity (other than GreenHouse, and its authorized agents and representatives) any nonpublic information concerning the Company or its business, financial affairs or prospects for the purpose or with the intent of permitting such person or entity to evaluate a possible acquisition of any capital stock or assets of the Company. If either the Company or any of the foregoingCompany Holders shall receive any unsolicited communication or offer, the Company or the Company Holders, as applicable, shall immediately notify GreenHouse of the receipt of such communication or offer. (b) During the No-Shop Period, GreenHouse will not (i) solicit or encourage any offer or enter into any agreement or other understanding, whether written or oral, for the sale, transfer or other disposition of any capital stock or assets of GreenHouse to or with any other entity or person, except as contemplated herein, other than sales of goods and services by GreenHouse in the ordinary course of its business; (ii) entertain or pursue any unsolicited communication, offer or proposal for any such sale, transfer or other disposition; or (viiii) make furnish to any publicly disclosed proposal regarding person or entity (other than the foregoingCompany, and its authorized agents and representatives) any nonpublic information concerning GreenHouse or its business, financial affairs or prospects for the purpose or with the intent of permitting such person or entity to evaluate a possible acquisition of any capital stock or assets of GreenHouse. If either GreenHouse or any of GreenHouse’s shareholders shall receive any unsolicited communication or offer, GreenHouse or such GreenHouse stockholder, as applicable, shall immediately notify the Company of the receipt of such communication or offer.

Standstill. (a) During Prior to the Initial Term (as such term is defined in the Collaboration and License Agreement)Sunset Date, neither the Investor Grupo VM nor any Affiliate of its Affiliates Grupo VM shall: (i) effect, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Directoragree, seek or make any proposal or offer with respect to, or announce any intention with respect to or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, directly or indirectly indirectly, (iA) acquire, agree to acquire, make any public proposal to acquireacquisition of any Holdco Equity Securities (or beneficial ownership thereof), or cause any third-party to acquire assets, indebtedness or businesses of Holdco or any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial TermHoldco Subsidiary, (yB) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly propose any merger, consolidation, business combination, tender or exchange offer, sale merger or purchase other business combination involving Holdco or any Holdco Subsidiary or assets of Holdco or any Holdco Subsidiary constituting a significant portion of the consolidated assets or securitiesof Holdco and the Holdco Subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution, liquidation, restructuring, recapitalization change of Control or similar other extraordinary transaction of with respect to Holdco or involving the Company, (iii) makeany Holdco Subsidiary, or in (D) any way participate in, any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the Exchange Act, with respect proxy rules of the SEC) to vote any equity securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, Holdco; (ivii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of as defined under the Exchange Act) with respect to Holdco or otherwise act in concert with any voting Person or group in respect of any equity securities of Holdco; (iii) except in accordance with this Agreement, otherwise act, alone or in concert with others, to seek representation on the Company, Board of Directors; (iv) take any action which would or would reasonably be expected to cause Holdco to make a public announcement under applicable Law regarding any of the types of matters set forth in clause (i) above; (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings discussions or agreements (whether written or oral) with, or advise, finance, or assist, arrangements with any other persons in connection Person with respect to any of the foregoing, foregoing or (vi) make request that Holdco amend or waive any publicly disclosed proposal regarding provision of this Section 5.01(a). (b) Section 5.01(a) shall not prohibit: (i) any transaction, discussions or arrangements solely between or among Grupo VM and its Affiliates; (ii) any acquisition pursuant to an equity incentive or similar plan established by the foregoing.Board of Directors for members of the Board of Directors in their capacities as such; (iii) any acquisition pursuant to or in connection with a share split, share dividend or similar corporate action initiated by Holdco; (iv) any acquisition pursuant to Article IV; (v) any purchase of Shares “regular-way” on the Nasdaq or other recognized securities exchange if immediately subsequent to such purchase, the aggregate Percentage Interests of Grupo VM and its Affiliates does not exceed the Permitted Maximum Percentage as of immediately prior to such purchase; (vi) any transaction previously approved by the Board of Directors in accordance with this Agreement and actions in furtherance thereof; (vii) any action expressly permitted by this Agreement or the Registration Rights Agreement;

Standstill. (a) During The Investor agrees that without the Initial Term (as such term is defined in approval of a majority of the Collaboration directors constituting the Company Management, for a period of two years from the Closing Date, it will not, and License Agreement), neither the Investor nor any will cause each of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Directornot to, directly or indirectly indirectly, alone or in concert with other Persons: (i) acquire, agree to acquire, make any public proposal to acquire, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, or in any way participate in, any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the Exchange Act, proxy rules of the SEC) with respect to any securities of the CompanyCommon Stock, or advise or seek to advise or influence any person Person with respect to the voting of any securities of the Companyof, or demand in connection giving of consents with the foregoingrespect to, a copy of the stock ledger list of stockholdersany Common Stock, or any other books and records of the Company, (iv) form, join join, or in any way participate in or act in concert with, a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock, other than in connection with the election of any voting Investor Designee to the Board of Directors of the Company; (ii) without the prior written consent of the Company Management, acquire or offer or agree to acquire, directly or indirectly, by purchase or otherwise, (a) any short interest in the Common Stock whereby the Investor or any of its Affiliates, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from a decrease in the value of the Common Stock, (b) any rights to distributions on the Common Stock that are separated or separable from the Common Stock, (c) any performance-related payments based on any increase or decrease in the value of the Common Stock or Derivative Instruments or (d) any assets of the Company or any of its subsidiaries; or (iii) assist, advise or otherwise encourage any other Person to do any of the foregoing; or (iv) make any request to waive, terminate, or amend any portion of this provision (including this clause (iv)). Notwithstanding the above, the parties expressly agree to the following exceptions to obligations of the Investor under this Section 8.3 above: (1) the Investor may purchase or otherwise acquire or own any outstanding securities of the Company for any purpose, provided that (a) the Investor shall not purchase or otherwise acquire any such securities if and to the extent that such purchase or acquisition would result in the Investor owning of record or beneficially more than 19.99% of the Company’s Common Stock and (b) any purchase or acquisition of such outstanding securities of the Company shall not violate any reasonable and customary “black-out” period policy of the Company applicable to all directors of the Company; and (2) the Investor shall be free, on a nonpublic, confidential basis, to discuss with the executive management and directors of the Company, and seek to influence them, as to any of the matters described above. The provisions of this Section 8.3 shall terminate in the event: (vA) knowingly assist, induce any third party unaffiliated with the Investor initiates a tender offer or encourage any other Person exchange offer for voting securities of Company; or agree or offer (B) the Company enters into an agreement to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) merge with, or advise, finance, sell or assistdispose of assets with a fair market value constituting more than 50% or more of the aggregate fair market value of all of its assets to, any other persons in connection party not affiliated with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoingInvestor.

Standstill. (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement)Restrictive Period, neither the Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent of without the Company’s Board of Directors excluding prior written consent, the Investor DirectorDirector will not, directly himself or indirectly (i) acquirethrough any affiliate, agree to acquire, make any public proposal to acquire, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities representative or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions person, acting alone or as part of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities and Exchange ActAct of 1934), directly or indirectly: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of all or substantially all of the securities (or beneficial ownership thereof) or assets of the Company or any of its subsidiaries; (B) any tender or exchange offer or merger or other business combination involving the Company or any of its subsidiaries; (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) with respect to any securities of the Company, including without limitation to vote any securities of the Company (except in the normal course of the Director voting his securities held in the Company) or to provide or withhold consents or agent designations with respect to any securities of the Company, (vii) knowingly assistform, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, join or assist, in any other persons way participate in a group in connection with the types of matters set forth in (i) above, (iii) otherwise act, in contravention of his fiduciary duties as a director of the Board, alone or in concert with others, to seek to control or influence the management, Board or policies of the Company or any of its subsidiaries, (iv) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in (i) above, (v) publicly announce any intention, plan or arrangement inconsistent with the foregoing, or (vi) make enter into any publicly disclosed proposal regarding discussions, arrangements or agreements with any third party relating to any of the foregoing. The Director also agrees during such period not to request that the Company or its directors, officers, employees or agents, directly or indirectly, amend or waive any provision of this paragraph (including this sentence) except for private requests that would not reasonably be expected to require the Company to make a public announcement regarding such request.

Standstill. (a) 2.1 During the Initial Term period from and after the date hereof until the second (as such term is defined in 2nd) anniversary of the Collaboration and License Agreementdate hereof (the “Standstill Period”), neither the Investor nor any of its Affiliates shallshall (and Investor shall cause its Affiliates not to), unless and until it shall have received the prior written consent of except as expressly approved or invited in writing by the Company’s Board of Directors excluding the Investor Director, directly or indirectly , (ia) acquire, offer to acquire, or agree to acquire, make directly or indirectly, by purchase or otherwise, any public proposal to acquirevoting securities, derivatives or cause any third-party direct or indirect rights to acquire any voting securities of the Company or any subsidiary thereof, other than the Purchased Shares; (b) 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 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 Company, or call or seek to call any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions special meeting of not more than one percent (1%) stockholders of the then-outstanding shares Company or nominate or seek to nominate for election any director to the board of directors of the Common Stock in the aggregate during the Initial Term, Company; (yc) acquisitions for the Investor’s qualified employee benefit plans, or propose (zX) acquisitions of any Additional Shares, (ii) publicly propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of the Company’s assets or securitiesbusinesses, dissolution, liquidationor similar transaction involving the Company or (Y) any recapitalization, restructuring, recapitalization liquidation or similar other extraordinary transaction of or involving the Company, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting of Company; (d) directly or indirectly, encourage or support a tender, exchange or other offer or proposal by any securities other Person in respect of the Company, ’s assets or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, businesses; or (ive) form, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any of the foregoing activities. 2.2 Notwithstanding Section 2.1 hereof, Investor and its Affiliates may own (and may acquire shares or other ownership interests in) any mutual fund or similar entity that owns the Company securities; provided that Investor and its Affiliates own, in the aggregate, less than 5% of such mutual fund or similar entity and do not exercise control over the management or policies of such entity. The provisions set forth in Section 2.1 shall not prohibit passive investments by a pension or employee benefit plan or trust for Investor’s or its Affiliates’ employees so long as such investments are directed by independent trustees, administrators or employees to whom none of the Company’s Information (as defined in the Collaboration Agreement) has been disclosed. 2.3 Notwithstanding anything to the contrary herein, the Standstill Period shall terminate automatically upon: (a) any person (A) becoming the beneficial owner (within the meaning of Section 13(d) 1) of the Exchange Act ) of [**]% or more of the Company’s outstanding equity securities, (vB) knowingly assistcommencing or publicly announcing an intention to commence a tender or exchange offer that, induce if consummated, would make such person (or encourage any other Person of its Affiliates) the beneficial owner (within the meaning of Section 13(d)(1) of the Exchange Act) of [**]% or agree or offer to takemore of the Company’s equity securities, or knowingly encourage any rights or propose options to acquire such ownership, including from a third party, or (C) making an offer or proposal which if effected would result in a business combination, which offer or proposal is made public. unless the Company files a recommendation statement on Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement) under Rule 14D-9 of the Exchange Act (or such successor provision) with the SEC [**] following commencement of such offer advising the Company’s stockholders to reject such offer (provided that if any transaction contemplated by such offer is terminated or abandoned, then the provisions of this Section 15.7(c)(i) shall again become effective); or (b) the Company (A) entering into or publicly or otherwise) or announcing its intention to enter into a definitive agreement with a third party to effectuate a business combination or any arrangementstransaction which will result in the acquisition, understandings directly or agreements indirectly, by any person or group of beneficial ownership of at least [**]% of the Company’s outstanding equity securities or (whether written B) announcing (including through an agent or oralrepresentative) withthe Company’s or its Board of Directors’ approval or recommendation of any such business combination. For purposes of this Agreement, each of the events described in clauses (a) and (b) of this Section 2.3 is a “Trigger Event”. The expiration or advise, finance, termination of the Standstill Period will not terminate or assist, otherwise affect any of the other persons provisions of this Agreement. 2.4 The Company represents and warrants that it does not have in effect a confidentiality agreement entered into in connection with potential business combination discussions that contains no standstill provisions or standstill provisions less restrictive than those included in this Section 2. If during the Standstill Period, the Company enters into any confidentiality or similar agreement with any other party (the “Counterparty”) that relates to a transaction that could reasonably be expected to result in a Trigger Event and that either (i) does not contain a standstill obligation on the part of such Counterparty or (ii) contains standstill provisions that are less restrictive upon the Counterparty than the standstill provisions set forth in this Agreement, the Company shall promptly offer to eliminate or amend (as the case may be) the standstill provisions set forth in this Agreement to be in a form substantially identical to the standstill provisions contained in such other agreement. 2.5 Except as expressly set forth in this Section 2, nothing in this Agreement, the Purchase Agreement or the Collaboration Agreement (including, but not limited to, the restrictions on the disclosure and use of information set forth therein, provided that any disclosure or use of information by Investor does not otherwise result from a breach of this Section 2.5) shall restrict or prohibit Investor or any of its Affiliates from taking any action described in Section 2.1. 2.6 Investor and its Affiliates shall not be restricted from taking any of the foregoingactions contemplated by Section 2.1 after the expiration or termination of the Standstill Period, subject in all cases to the other provisions of this Agreement. 2.7 Investor agrees not to publicly request or otherwise publicly disclose that the Company amend or waive any provision of Section 2 (vi) make including this Section 2.7); provided, that nothing contained in this Agreement shall prevent Investor from making confidential communications to the Company’s Chief Executive Officer and/or its Board of Directors (including, without limitation, a confidential proposal to acquire the Company or a confidential request to amend or waive any publicly disclosed provision of this Section 2.7, in each case that does not result in public disclosure by Investor of the making of such proposal regarding or request). If at any time Investor is approached by any third party concerning its or such Third Party’s participating in any of the foregoingtypes of matters referred to in this Section 2.7, Investor will not communicate with such third party concerning such participation.

Standstill. Dxxxxxx agrees that during his employment with the Company and for the period ending four (a4) During years after the Initial Term Termination Date, he shall not, directly or indirectly (as such term including through anyone acting on his behalf or with whom he is defined in the Collaboration and License Agreementassociated), neither the Investor nor any of its Affiliates shall, unless and until it shall have received without the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly or indirectly Directors: (i) acquire, offer, propose or seek to acquire, or agree to acquire, make any public proposal to acquireby purchase or otherwise, or cause any third-party to acquire any securities or assets of the Company, any option or direct or indirect rights to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions assets of not more than the Company exceeding one percent (1%) of the then-then outstanding shares securities or assets of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, Company; (ii) publicly 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, (iii) make, or in any way participate inparticipate, in any solicitation “solicitation” of proxies “proxies” or consents, consents to vote (as such terms are used in Regulation 14A under the rules of the Securities and Exchange ActCommission), or otherwise act, alone or in concert with respect others, to any securities seek to control or influence the management, Board of Directors or policies of the Company; (iii) make any public announcement with respect to, or seek to advise offers of, (with or influence without conditions) any person with respect Extraordinary Transaction involving the Company or any of its securities or assets, or otherwise take any actions, other than submitting to the voting of any securities of Company a confidential written offer or proposal, which might force the Company, or demand in connection with the foregoing, Company to make a copy of the stock ledger list of stockholders, or any other books and records of the Company, public announcement regarding such matters; (iv) form, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Securities Exchange Act) with respect to any voting securities Act of the Company1934, (v) knowingly assistas amended, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing; or (v) request the Company to amend or waive any provision of this paragraph; provided, however, (A) this subparagraph shall not apply to the acquisition by Dxxxxxx of any securities of the Company directly from the Company, whether pursuant to the exercise of options or vesting of restricted stock or otherwise; (B) this subparagraph shall terminate and the restrictions contained herein shall cease to apply to Dxxxxxx upon the earliest to occur of any of the following with respect to the Company: (x) the Company enters into a definitive agreement with respect to an Extraordinary Transaction, (y) any person makes an unsolicited public offer for an Extraordinary Transaction for the Company, or (viz) make a Change in Control of the Company. “Extraordinary Transaction,” as used herein, means any publicly disclosed proposal regarding acquisition of a significant amount of securities or assets of the foregoingCompany or any of its affiliates, including in connection with any extraordinary transaction, such as a merger, reorganization, recapitalization, tender or exchange offer, or asset disposition involving the Company or any of its affiliates that, if consummated, such acquisition, transaction, merger, reorganization, recapitalization, tender or exchange offer, or asset disposition would result in a Change in Control of the Company. “Change in Control,” as used herein shall have the meaning set forth in the Stock Agreements. Dxxxxxx acknowledges that the restrictive covenants in Section 6 of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company, whose business is highly specialized. The Parties intend and agree that the restrictive covenants contained in this Section shall supersede and replace the restrictive covenants in Section 10 of the Stock Agreements (Covenants of Grantee), but only to the extent that the restrictive covenants contained herein conflict with Section 10 of the Stock Agreements. Unless provided otherwise in this Agreement, all other provisions of the Stock Agreements will remain in full force and effect. The Parties hereto intend all provisions of subsections (a), (b), (c), (d), (e), (f) and (g) of this Section 6 to be enforced to the fullest extent permitted by law. Accordingly, should a court of competent jurisdiction determine that the scope of any provision of subsections (a), (b), (c), (d), (e),(f) and (g) of this Section 6 are too broad to be enforced as written, the parties intend that the court may reform the provision to such narrower scope as it determines to be reasonable and enforceable. In addition, however, Dxxxxxx agrees and stipulates that the non-competition agreements, non-solicitation agreements, non-disclosure, non-disparagement, interference and enforcement agreements (set forth above in subsections (a), (b), (c), (d), (e), (f) and (g) of Section 6 of this Agreement, respectively) each constitute separate agreements independently supported by good and adequate consideration and shall survive this Agreement. The existence of any claim or cause of action of Dxxxxxx against the Company, except for a breach of this Agreement by the Company or its subsidiaries, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of Dxxxxxx contained in the non-competition, non-solicitation, non-disclosure, non-disparagement, interference and enforcement agreements (set forth above in subsections (a), (b), (c), (d), (e),(f) and (g) of Section 6 of this Agreement, respectively). If Dxxxxxx’ service relationship with the Company is terminated by the Company without Cause (as defined below), upon his death or if Dxxxxxx or the Company terminates Dxxxxxx’ services due to Disability (“Disability,” as used herein, shall have the meaning ascribed to it in the Stock Agreements), Dxxxxxx shall continue to receive the salary and/or consulting payments provided under Sections 3(a) and 4 hereof, to the extent applicable and as provided therein, as if he had remained an employee or consultant, as applicable, through the Termination Date. In the event of Dxxxxxx’ death under this section, Dxxxxxx’ estate and/or designated beneficiaries, if any, shall be entitled to receive continued salary or consulting payments as provided in Sections 3(a) and 4 through the period ending on the Termination Date. In addition, upon Dxxxxxx’ death or Disability, the Unvested Shares shall immediately vest to the extent provided in the Stock Agreements.

Standstill. (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement)Lesser agrees that, neither the Investor nor any of its Affiliates shall, unless and until it shall have received without the prior written consent of the Company’s Board , Lesser shall not, for a period of Directors excluding five (5) years from the Investor Directordate of this Agreement (the “Standstill Period”), directly or indirectly indirectly: (ia) acquireother than with respect to the Option Shares, agree to acquireacquire or agree, make any public proposal offer, seek or propose to acquire, or cause to be acquired, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of any third-party to acquire of the assets or businesses of the Company or any securities of the CompanyCompany (including, without limitation, any option debt, equity or convertible securities) or any rights or options to acquire any such securities, ownership from any security convertible into or exchangeable for any such securities or other right to acquire any such securities Person; (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iiib) make, or in any way participate in, any solicitation “solicitation” of proxies or consents, “proxies,” as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities proxy rules of the CompanySecurities and Exchange Commission (“the SEC”) to vote or consents, or seek to advise or influence in any person manner whatsoever any Person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, ; (ivc) form, join join, or in any way participate in a “group” (within the meaning of Section 13(d)(313d(3) of the Exchange Act) with respect to any voting securities of the Company; (d) arrange, or in any way participate in, any financing for the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the Company; (ve) knowingly assistotherwise act, induce whether alone or encourage in concert with others, to seek to propose to the Company, or any of its stockholders, any merger, business combination, restructuring, recapitalization or similar transaction to or with the Company or otherwise act, whether alone or in concert with others, to seek to control, change or influence the management, stockholders, Board of Directors, or policies of the Company, or nominate any Person as a director of the Company; (f) solicit, negotiate with, or provide any information to, any Person with respect to a merger, business combination, exchange offer or liquidation of the Company or any other Person acquisition of the Company, any acquisition of securities of or agree all or offer any portion of the assets of the Company or any other similar transaction; (g) make any proposal to takebe considered and/or voted upon at any meeting of the stockholders of the Company; (h) announce an intention to, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangementsdiscussion, negotiations, arrangements or understandings or agreements (whether written or oral) with, or advise, finance, or assistwith any third party with respect to, any other persons in connection of the foregoing matters; (i) disclose any intention, plan or arrangement inconsistent with any of the foregoingforegoing provisions; or (j) advise, assist, encourage or (vi) make participate with any publicly disclosed proposal regarding other Person in connection with action inconsistent with any of the foregoingforegoing provisions.

Standstill. Recipient hereby agrees that for a period of one (a1) During year from the Initial Term date hereof, Recipient and its Affiliates will not (as such term is defined in the Collaboration and License Agreementneither Recipient nor its Affiliates will assist, provide or arrange financing to or for others or encourage others to), neither the Investor nor any of its Affiliates shalldirectly or indirectly, acting alone or in concert with others, unless and until it shall have received specifically invited on an unsolicited basis in advance by the prior written consent board of directors of the Company’s Board of Directors excluding the Investor Director, directly or indirectly : (i) acquireacquire or agree, agree to acquireoffer, make any public proposal to acquire, seek or cause any third-party propose to acquire (or request permission to do so), ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any of the assets or businesses of the Company or any securities of issued by the Company, or any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire such ownership (including from a third party), except for amounts of less than five (5%) percent of any such class of outstanding securities for purposes of asset or treasury management, pension trusts, benefit plans and trusts, and similar purposes; (except that this restriction shall not apply ii) seek or propose to influence or control the management or the policies of the Company other than as set forth in a definitive agreement between the Parties, if any, relating to a Transaction or to obtain representation on the board of directors (x) acquisitions of not more than one percent (1%or any committee thereof) of the then-outstanding shares of the Common Stock Company, or solicit or participate in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, or in any way participate insolicitation of, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, consents with respect to any securities of the Company; (iii) seek or propose to have called, or seek cause to advise or influence be called, any person with respect to the voting meeting of any securities stockholders of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, ; (iv) formenter into any discussions, join negotiations, arrangements or in understandings with any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) third party with respect to any voting securities of the Company, foregoing; (v) knowingly advise, assist, induce encourage, act as a financing source for or encourage otherwise invest in any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons person in connection with any of the foregoing activities; (vi) other than as set forth in a definitive agreement between the Parties, if any, relating to a Transaction propose or seek to propose any business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; (vii) disclose any intention, plan or arrangement inconsistent with any of the foregoing; or (viii) seek to have the Company amend or waive any provision of this Section. Recipient agrees to advise the Company promptly of any inquiry or proposal made to it with respect to any of the foregoing. Recipient further agrees that, during the period referred to by a Transaction principal in the first sentence of this Section, neither it nor any of its Affiliates will, without the written consent of the Company, take any action with respect to the Company or any of the subsidiaries of the Company with the intention of requiring or causing the Company to make a public announcement regarding (i) such initiative or other action, (ii) any of the activities, events or circumstances referred to in the preceding sentences of this Section, (iii) the possibility of a Transaction, any similar transaction or the pursuit of strategic alternatives or any strategic alternative by the Company or (iv) the possibility of Recipient or any other person acquiring control of the Company whether by means of a business combination or otherwise. The prohibitions set forth in clauses (i), (ii), (iii), (vi), (vii) and (viii) of the first sentence of this Section, and in the second sentence of this Section , shall no longer apply in the event (A) the Company enters into a definitive agreement with respect to any of the transactions referenced in clause (i) of the first sentence of this Section, (B) another person announces a tender offer to obtain ownership of the Company, or (viC) make any publicly disclosed proposal regarding the foregoingCompany voluntarily files a petition in bankruptcy or is the subject of an involuntary petition in bankruptcy.

Standstill. (a) During the Initial Term (as such term is defined in Subject to section 11.4 of the Collaboration Agreement and License sections 6.2(c) and 6.2(d) of this Agreement), neither Merck undertakes and agrees that, without the Investor nor any of its Affiliates shall, unless and until it shall have received the express prior written consent of the Company’s Board of Directors excluding the Investor DirectorCorporation, directly it shall not directly, or indirectly through any associate, Affiliate or otherwise, at any time hereafter and prior to the date which is six (i6) years after the Effective Date: (a) acquire, agree to acquire, acquire or make any public proposal or offer to acquire, directly or cause indirectly or in any third-party to acquire any securities manner, legal or beneficial ownership of the Company, any or an option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire acquire: (i) any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) Biomira or any of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, its Affiliates; or (ii) publicly propose any mergerassets of Biomira or any of its Affiliates from any person which has itself acquired such assets by reason of its acquisition of securities of Biomira or any of its Affiliates where such person’s acquisition of securities of Biomira or any of its Affiliates was pursuant to an understanding, consolidationwhether formal or informal, business combination, tender that Merck would or exchange offer, sale or purchase of may acquire such assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, from such person; (iii) make, or in make any way participate in, any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the Exchange Act, with respect United States securities laws) to any securities of the Companyvote, or seek to advise or influence any person with respect to the voting of of, any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, Biomira or any other books and records of the Company, its Affiliates; (iv) forminstitute any shareholder proposal in respect of Biomira or any of its Affiliates; (v) propose any combination, join directly or indirectly, of the business or assets of Biomira or any of its Affiliates by way of arrangement, merger, takeover bid, amalgamation or otherwise; (vi) otherwise attempt to influence or control the conduct of the security holders of Biomira or any of its Affiliates; or (vii) engage in any discussions or negotiations with or enter into any agreement, commitment or understanding, whether formal or informal, with or otherwise act jointly or in concert with any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) person or persons with respect to any of the foregoing. (b) The rights and restrictions set forth in this section 6.2 shall, at Merck’s option, terminate if (i) any person (other than Merck directly or indirectly through any associate, Affiliate or otherwise) acquires nineteen percent (19%) or more of the common shares of the Corporation, or (ii) a formal “take-over bid” (as defined under Alberta securities legislation) is made by a person (other than Merck directly or indirectly through any associate, Affiliate or otherwise) for fifty percent (50%) or more of the voting securities of the CompanyCorporation. Additionally, Biomira shall advise Merck upon becoming aware of any person (v) knowingly assistother than Merck directly or indirectly through any associate, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly Affiliate or otherwise) who acquires ten percent (10%) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any more of the foregoingcommon shares of the Corporation. (c) Biomira shall have the right to waive or terminate this section 6.2 at any time upon written notice to Merck. (d) Notwithstanding the provisions of this section 6.2, or nothing in this section 6.2 shall be construed as prohibiting Merck from acquiring up to nineteen percent (vi19%) make any publicly disclosed proposal regarding of the foregoingcommon shares of the Corporation.

Standstill. The Purchaser agrees that during the Standstill Period, without the prior written approval of the Board, the Purchaser will not, directly or indirectly, and will cause its Affiliates not to: (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement)acquire, neither the Investor nor any of its Affiliates shall, unless and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Director, directly offer or indirectly (i) seek to acquire, agree to acquire, acquire or make any public a proposal to acquire, by purchase or cause otherwise, any third-party equity securities or direct or indirect rights to acquire any equity securities of the CompanyCompany or any of its Subsidiaries, any option to acquire any such securities, any security securities convertible into or exchangeable for any such equity securities, or any options or other derivative securities or other right contracts or instruments in any way related to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares price of the Common Stock Shares or any assets or property of the Company or any of its Subsidiaries; (b) make or in any way encourage or participate in any “solicitation” of “proxies” (whether or not relating to the election or removal of directors), as such terms are used in the aggregate during rules of the Initial TermSEC, (y) acquisitions for the Investor’s qualified employee benefit plansto vote, or (z) acquisitions knowingly seek to advise or influence any Person with respect to voting of, any voting equity securities of the Company or any of its Subsidiaries, or call or seek to call a meeting of the Company’s shareholders or initiate any shareholder proposal for action by the Company’s shareholders, or other than with respect to any Purchaser Director, seek election to or to place a representative on the Board or seek the removal of any Additional Sharesdirector from the Board; (c) make any public announcement with respect to, or offer, seek, propose or publicly indicate an interest in (ii) publicly propose in each case with or without conditions), any merger, consolidation, business combination, tender or exchange offeroffer for the Company’s equity securities, sale recapitalization, reorganization or purchase of any material assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Company, Company or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, its Subsidiaries or any other books and records extraordinary transaction involving the Company or any Subsidiary of the CompanyCompany or any of their respective equity securities, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) withwith any other Person regarding any of the foregoing; (d) otherwise act, alone or in concert with others, to control or seek to control, advise or influence, in any manner, management or the board of directors, or the policies of the Company or any of its Subsidiaries (other than the Purchaser Director acting in his or her capacity as a member of the Board or voting at a meeting of the Company’s shareholders); (e) make any proposal or statement of inquiry or disclose any intention, plan or arrangement inconsistent with any of the foregoing; (f) advise, financeassist, knowingly encourage or direct any Person to do, or to advise, assist, encourage or direct any other persons Person to do, any of the foregoing; (g) take any action that would or would reasonably be expected to require the Company to make a public announcement regarding the possibility of a transaction or any of the events described in this Section 5.06; (h) enter into any discussions, negotiations, communications, arrangements, agreements or understandings with any third party (including security holders of the Company, but excluding, for the avoidance of doubt, the Purchaser Parties) with respect to any of the foregoing, including, without limitation, forming, joining or in any way participating in a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any third party with respect to the Company or any of its Subsidiaries or any securities of the Company or of any of its Subsidiaries or otherwise in connection with any of the foregoing; or (i) contest the validity of any of the provisions of this Section 5.06 or make, initiate, take or participate in any demand, Action (legal or otherwise) or proposal to amend, waive or terminate any provision of this Section 5.06; provided, that nothing in this Section 5.06 will limit (1) any private proposals made to the Chief Executive Officer of the Company or the Chairman of the Board (so long as the manner or content of any such communication would not reasonably be expected to require any public disclosure by any Person) or (2) any actions taken by the Purchaser Director, or (vi) make any publicly disclosed proposal regarding the ability of the Purchaser Director to vote or otherwise exercise his or her legal duties, in each case in his or her capacity as a member of the Board. Notwithstanding the foregoing, this Section 5.06 shall not prevent or impair the ability of the Purchaser or any of its Affiliates to exercise any of its rights set forth in Section 5.12 or pursuant to the terms of the Series B Preferred Shares.

Standstill. For a period of eighteen (a18) During months commencing on the Initial Term date hereof (as such term is defined in the Collaboration and License AgreementStandstill Period), neither the Investor Interested Party nor any of its Affiliates shallwill, in any manner directly or indirectly, unless specifically agreed in writing with the Company and until it shall have received the prior written consent of the Company’s Board of Directors excluding the Investor Directorexcept as otherwise permitted by this Agreement: 10.1 make, effect, initiate, cause or participate in any acquisition, directly or indirectly indirectly, of legal or beneficial ownership of any securities, indebtedness or (iother than in the ordinary course of business like as customer to the Company) acquire, agree to acquire, assets of the Company or any of its Affiliates; 10.2 make any public proposal to acquireannouncement with respect to, or cause any third-party to acquire any securities of the Companysubmit a proposal for or make an offer for, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly propose any merger, consolidation, business combination, stock purchase or ADS tender or exchange offer, sale restructuring or purchase of assets business combination or securitiesany economically or legally comparable measures, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the CompanyCompany or any of its Affiliates; 10.3 act, (iii) make, alone or in any way participate inconcert with others, any solicitation of proxies to seek to control or consentsinfluence the management, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities administrative board or policies of the Company, or seek to advise or influence any person with respect to the voting of any securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, Company or any other books and records of the Company, (iv) its Affiliates; 10.4 form, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act)) in connection with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage foregoing; 10.5 take any other Person or action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the events referred to in subsections 10.1 to 10.4 of this Section 10; 10.6 agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in subsections 10.1 to 10.5 of this Section 10; 10.7 assist, induce or encourage any other person to take any action of the type referred to in subsections 10.1 to 10.6 of this Section 10; 10.8 enter into any arrangementsdiscussions, understandings negotiations, arrangement or agreements (whether written or oral) with, or advise, finance, or assist, agreement with any other persons in connection with person relating to any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoingforegoing of this Section 10.

Standstill. (a) During Except as contemplated by the Initial Term Offer, until the one-year anniversary of the Closing (being the later of the First Closing and Second Closing in the event Section 2.02(c) is applicable), the Investor shall not, and shall not permit any of its Representatives (acting at the Investor’s direction) or Affiliates to (either individually, or in concert with any other Person, or as a “group” (as such term is defined used in Section 13(d)(3) of the Exchange Act)), directly or indirectly: (i) make or in any way participate or engage in any “solicitation” of “proxies” or consents (whether or not relating to the election or removal of directors), as such terms are used in the Collaboration and License Agreement)rules of the SEC, neither to vote, or knowingly seek to advise or influence any Person with respect to voting of, any voting securities of the Investor nor Company or any of its Affiliates shallSubsidiaries, unless and until it shall have received the prior written consent or call or seek to call a meeting of the Company’s stockholders (or action by written consent in lieu thereof) or initiate or make any stockholder proposal for action by the Company’s stockholders, or seek election to or to place a representative on the Company Board or seek the removal of Directors excluding any director from the Investor Director, directly or indirectly Company Board; (iii) acquire, agree to acquire, make any public proposal to acquireannouncement with respect to, or cause any third-party to acquire any securities of the Companyoffer, any option to acquire any such securitiesseek, any security convertible into propose or exchangeable for any such securities indicate an interest in (in each case with or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Termwithout conditions), (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly propose any merger, consolidation, business combination, tender or exchange offer, sale recapitalization, reorganization or purchase of assets all or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities substantially all of the Company, or seek to advise or influence any person with respect to the voting of any securities assets of the Company, Company or demand in connection with the foregoing, a copy of the stock ledger list of stockholdersits Subsidiaries, or any other books and records extraordinary transaction involving the Company or any Subsidiary of the CompanyCompany or any of their respective securities or assets, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) withwith any other Person regarding any of the foregoing; (iii) effect or seek to effect (including by entering into discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or advise, financecause or participate in, or assistin any way assist or facilitate (including through the provision of financing) any other Person to effect or seek, offer or propose (whether public or otherwise) to effect or participate in a merger, consolidation, division, acquisition or exchange of any Company Securities or any material portion of the assets thereof, change of control transaction, recapitalization, restructuring, liquidation or similar transaction involving the Company or any of its Subsidiaries; (iv) otherwise act, alone or in concert with others, to seek to control or influence, in any manner, management or the Company Board, the Company or any of its Subsidiaries; (v) make any public proposal or public statement of inquiry or publicly disclose any intention, plan or arrangement inconsistent with any of the foregoing; (vi) take any action that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a transaction or any of the events described in this Section 6.07(a); (vii) enter into any discussions, negotiations, arrangements or understandings with any third party (including security holders of the Company, but excluding, for the avoidance of doubt, any other persons Investor Group Members) with respect to any of the foregoing, including forming, joining or in any way participating in a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with any third party with respect to any securities of the Company or its Subsidiaries or otherwise in connection with any of the foregoing; (viii) request the Company or any of its representatives, directly or indirectly, to amend or waive any provision of this Section 6.07(a), provided that this clause shall not prohibit the Investor from making a confidential request to the Company seeking an amendment or waiver of the provisions of this Section 6.07(a), which the Company may accept or reject in its sole discretion, so long as any such request is made in a manner that does not require public disclosure thereof by any Person; (viix) contest the validity of this Section 6.07(a) or make, initiate, take or participate in any demand, action (legal or otherwise) or proposal to amend, waive or terminate any provision of this Section 6.07(a); (x) deposit any Company Securities owned thereby (whether beneficial ownership or record ownership) in any voting trust or subject any such Company Securities to any arrangement or agreement (other than customary brokerage accounts, margin accounts, prime brokerage accounts and the like) with respect to the voting of any such Company Securities, other than any such voting trust, arrangement or agreement solely among the Investor Group and their respective Affiliates and granting proxies in solicitations approved by the Company Board; (xi) make any publicly disclosed proposal regarding request for stockholder lists or other books and records of the Company or any of its Subsidiaries under any statutory or regulatory provisions providing for shareholder access to books and records of the Company or its Subsidiaries; or (xii) advise, assist, knowingly encourage or direct any Person to do, or to advise, assist, encourage or direct any other person to do, any of the foregoing.

Standstill. The Shareholder hereby agrees that, from the date hereof until the Shareholder Termination Date and for one (a1) During the Initial Term (as such term is defined in the Collaboration and License Agreement), neither the Investor nor any of its Affiliates shallyear thereafter, unless and until it shall have received the prior written consent of specifically requested in writing in advance by the Company’s Board of Directors excluding , the Investor DirectorShareholder shall not (and shall not assist, advise, act in concert or participate with or encourage others to), directly or indirectly (iincluding through any corporation or other entity owned or controlled by the Shareholder): (a) acquireacquire (or agree, agree offer, seek or propose to acquire, make in each case publicly or privately) by purchase, tender offer, exchange offer, agreement or business combination or in any public proposal other manner, any ownership, including but not limited to acquirebeneficial ownership, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any material assets or cause businesses of the Company or any third-party of its Affiliates or of Shares equal to acquire any securities over 5% of the outstanding voting power in the Company, or any option rights or options to acquire such ownership (including from any such securitiesthird party); (b) publicly or privately offer to enter into, or publicly or privately propose, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly propose any merger, consolidation, business combination, tender recapitalization, restructuring or exchange offer, sale other extraordinary transaction with the Company or purchase any of assets its Affiliates; (c) initiate any shareholder proposal or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction the convening of a shareholders’ meeting of or involving the Company, Company or any of its Affiliates; (iiid) make, or in any way participate in, any solicitation of solicit proxies or consents, (as such terms are used defined in Regulation 14A Rule 14a-1 under the Exchange Act), whether or not such solicitation is exempt pursuant to Rule 14a-2 under the Exchange Act, with respect to any securities matter from, or otherwise seek to influence, advise or direct the vote of, holders of any Shares, or make any communication exempted from the definition of solicitation by Rule 14a-1(l)(2)(iv) under the Exchange Act; (e) otherwise seek or propose to influence, advise, change or control the management, board of directors, governing instruments, affairs or policies of the CompanyCompany or any of its Affiliates (other than in his role as President of Big Fish Games, Inc.); (f) enter into any discussions, negotiations, agreements, arrangements or seek to advise or influence understandings with any other person with respect to any matter described in the voting of any securities of the Company, foregoing clauses (a) through (e) or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) to vote, acquire or dispose of any Shares or any securities in the Company’s Affiliates; (g) request that the Company (or its board of directors) amend, waive, grant any consent under or otherwise not enforce any provision of this Section 2.2, or refer to any desire or intention, but for this Section 2.2, to do so; or (h) make any public disclosure, or take any action that could reasonably be expected to require the Shareholder or the Company to make a public disclosure, with respect to any voting securities of the Companymatters set forth in this Agreement. For purposes of this Section 2.2, the following will be deemed to be an acquisition of beneficial ownership of Shares or other securities: (v1) knowingly assist, induce establishing or encourage any other Person or agree or offer to takeincreasing a call equivalent position, or knowingly encourage liquidating or propose decreasing a put equivalent position, with respect to such Shares or other securities within the meaning of Section 16 of the Exchange Act; or (publicly or otherwise2) or enter entering into any arrangements, understandings swap or agreements (whether written or oral) with, or advise, finance, or assist, any other persons arrangement that results in connection with the acquisition of any of the foregoingeconomic consequences of ownership of such Shares or other securities, whether such transaction is to be settled by delivery of such Shares or (vi) make any publicly disclosed proposal regarding the foregoingother securities, in cash or otherwise.

Standstill. (a) During the Initial Term Cooperation Period, each Stockholder will not, and will cause its Affiliates and its and their respective Representatives acting on their behalf (collectively with the Stockholders, the “Restricted Persons”) to not, directly or indirectly, without the prior written consent, invitation, or authorization of the Company or the Board: (i) acquire, or offer, or agree to acquire, by purchase or otherwise, or direct any Third Party in the acquisition of record or beneficial ownership of or economic exposure to any Voting Securities or engage in any swap or hedging transaction, or other derivative agreement of any nature with respect to any Voting Securities, in each case, if such acquisition, offer, agreement or transaction would result in the Stockholders, together with their Affiliates, having beneficial ownership of, a Net Long Position in, or aggregate economic exposure to more than 15% of the Common Stock outstanding at such time; (ii) alone or in concert with any one or more Third Parties, (A) call or seek to call (publicly or otherwise) a meeting of the Company’s stockholders or act by written consent in lieu of a meeting (or call or seek to call for the setting of a record date therefor), (B) seek election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, except as expressly set forth in Section 1, (C) make or be the proponent of any stockholder proposal relating to the Company, the Board or any of its committees or support, in any forum open to any Third Party stockholder, any such proposal, (D) seek (including through any “withhold” or similar campaign) the removal of any member of the Board or (E) conduct, call for, or publicly support any other stockholder who conducts or calls for any referendum of stockholders of the Company; (iii) make any request for stock list materials or other books and records of the Company or any of its Affiliates under Section 220 of the Delaware General Corporation Law or any other statutory or regulatory provision relating to stockholder access to books or records of the Company or any of its Affiliates; (iv) engage in any “solicitation” (as such term is used in the proxy rules of the SEC, but including, notwithstanding anything to the contrary in Rule 14a-2 under the Exchange Act, solicitations of ten (10) or fewer stockholders that would otherwise be excluded from the definition of “solicitation” pursuant to Rule 14a-2(b)(2) under the Exchange Act) of one or more proxies or consents with respect to the election or removal of one or more directors of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A under the Collaboration and License AgreementExchange Act) in any such solicitation of proxies or consents; (v) disclose to any Third Party, either publicly or in a manner that would reasonably be expected to result in or require public disclosure, its voting or consent intentions or any vote as to any matter submitted to a stockholder vote during the Cooperation Period (it being understood that instructing a Third Party to implement any such vote or consent in a ministerial manner in accordance with this Agreement would not be a violation of this provision), neither except that such disclosure may be made with respect to any Extraordinary Transaction that were not initiated in breach of this Section 2(c), or to the Investor nor any of its Affiliates shall, unless and until it shall have received extent legally required or permitted by the prior written consent of the Company; (vi) make or submit to the Company or any of its Affiliates any proposal, announcement, statement or request, or offer for or relating to (with or without one or more conditions), either alone or in concert with others, any tender offer, exchange offer, merger, consolidation, acquisition, sale of all or substantially all assets, sale, spinoff, splitoff or other similar separation of one or more business units, business combination, recapitalization, restructuring, reorganization, liquidation, separation, dissolution or similar extraordinary transaction involving the Company or one or more of its direct or indirect subsidiaries and joint ventures or any of their respective securities or assets (each, an “Extraordinary Transaction”), either publicly or in a manner that would reasonably be expected to result in or require public disclosure by the Company or any of the Restricted Persons (it being understood that the foregoing shall not restrict the Restricted Persons from tendering shares, receiving consideration or other payment for shares, or otherwise participating in any Extraordinary Transaction on the same basis as other stockholders of the Company); (vii) make or submit (either publicly or privately) any proposal, announcement, statement or request, either alone or in concert with others, for or with respect to (A) any change in the number or identity of directors of the Company or the filling of any vacancy on the Board other than as provided under Section 1 of this Agreement, (B) any change in the capitalization, capital allocation policy or dividend policy of the Company or sale, spinoff, splitoff or other similar separation of one or more business units, (C) any other change to the Board or the Company’s management or corporate or governance structure, (D) any waiver, amendment or modification to the Company’s Fourth Amended and Restated Certificate of Incorporation or Bylaws, (E) causing the Common Stock to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or (F) causing the Common Stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) knowingly encourage or advise any Third Party or knowingly assist any Third Party in encouraging or advising any other Person with respect to (A) the giving or withholding of any proxy relating to, or other authority to vote, any Voting Securities or (B) conducting any type of referendum relating to the Company (including for the avoidance of doubt with respect to the Company’s management or the Board), other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter, or as otherwise expressly permitted by this Agreement; (ix) form, join, knowingly encourage or knowingly participate in or act in concert with any Group with respect to any Voting Securities, other than solely with Affiliates of the Stockholders with respect to Voting Securities now or hereafter owned by them; (x) enter into any voting trust, arrangement or agreement with respect to any Voting Securities, or subject any Voting Securities to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case other than (A) this Agreement, (B) solely between or among any two or more of the Stockholders and their Affiliates or (C) granting any proxy in any solicitation approved by the Board and consistent with the recommendation of Directors excluding the Investor DirectorBoard; (xi) engage in any short sale or any purchase, sale, or grant of any option, warrant, convertible security, share appreciation right, or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than any index fund, exchange-traded fund, benchmark fund or broad basket of securities) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of any of the Company’s securities and would, in the aggregate or individually, result in the Stockholders ceasing to have a Net Long Position in the Company; (xii) sell, offer or agree to sell, directly or indirectly indirectly, through swap or hedging transactions or otherwise, all or substantially all, voting rights decoupled from the underlying Common Stock held by a Restricted Person; (ixiii) acquireinstitute, agree solicit or join as a party any litigation, arbitration or other proceeding against or involving the Company, any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Stockholder from (A) bringing litigation against the Company to acquireenforce any provision of this Agreement instituted in accordance with and subject to Section 9, (B) making any counterclaim with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against any Restricted Person, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) exercising statutory appraisal rights or (E) responding to or complying with validly issued legal process; (xiv) make any disclosure, communication, announcement or statement, either publicly or in a manner reasonably likely to result in or require public proposal to acquiredisclosure, regarding any intent, purpose, submission, or cause proposal with respect to the Board, the Company, its management, policies, affairs, strategy, operations, or financial results, any third-party of its securities or assets or this Agreement, except in a manner consistent with the Press Release and the other provisions of this Agreement; provided, that this Section 2(c)(xiv) shall not prevent the New Director from disclosing his views privately to acquire the Board. (xv) enter into any negotiation, agreement, arrangement, or understanding (whether written or oral) with any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this Section 2(c); (xvi) enter into or maintain any economic, compensatory or pecuniary agreement, arrangement or understanding (written or oral) with any director of the Company or nominee for director of the Company; provided, that this Section 2(c)(xvi) shall not apply to the New Director for any economic, compensatory or pecuniary agreement, arrangement or understanding (written or oral) entered into and not related to the New Director’s service on the Board; (xvii) advise, knowingly encourage, support, instruct or influence any Person with respect to any of the matters covered by this Section 2 or with respect to the voting or disposition of any securities of the Company at any annual or special meeting of stockholders, except in accordance with Section 1, or seek to do so; or (xviii) make any request or submit any proposal to amend or waive any of the terms of this Agreement (including this subclause), in each case publicly or that would reasonably be expected to result in a public announcement or disclosure of such request or proposal or give rise to a requirement to so publicly announce or disclose such request or proposal; provided, that the restrictions in this Section 2(c) shall terminate automatically upon the earliest of the following: (i) any material breach of this Agreement by the Company (including, without limitation, a failure to appoint the New Director in accordance with Section 1(a), a failure to include the New Director in the slate of director nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the 2024 Annual Meeting in accordance with Section 1(b), or a failure to issue the Press Release in accordance with Section 3) upon five (5) Business Days’ written notice by any option of the Stockholders to acquire any the Company if such securitiesbreach has not been cured within such notice period, any security convertible provided that the Stockholders are not in material breach of this Agreement at the time such notice is given or prior to the end of the notice period; (ii) the Company’s entry into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions a definitive agreement with respect to any Extraordinary Transaction that, if consummated, would result in the acquisition by any Person or Group of not more than one percent (1%) 50% of the then-outstanding shares Voting Securities or assets having an aggregate value exceeding 50% of the Common Stock in aggregate enterprise value of the aggregate during the Initial TermCompany, (y) acquisitions one or more definitive agreements providing for the Investor’s qualified employee benefit plansacquisition by the Company or its subsidiaries of one or more businesses or assets (excluding, for the avoidance of doubt, acquisitions of raw materials, equipment, facilities or other assets in the ordinary course business operations) having an aggregate value exceeding 25% of the aggregate enterprise value of the Company during the Cooperation Period, or (z) acquisitions one or more definitive agreements providing for a transaction or series of related transactions which would in the aggregate result in the Company issuing to one or more Third Parties at least 20% of the Common Stock (including on an as-converted basis, and including other Voting Securities with comparable voting power) outstanding immediately prior to such issuance(s) (including in a “PIPE”, convertible note, convertible preferred security or similar structure) during the Cooperation Period (provided that securities issued as consideration for (or in connection with) the acquisition of the assets, securities and/or business(es) of another person by the Company or one or more of its subsidiaries shall not be counted toward this clause (z)) and (iii) the commencement of any Additional Sharestender or exchange offer (by any Person or Group other than the Stockholders or their Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any Person or Group of more than 50% of the Voting Securities, where the Company files with the SEC a Schedule 14D-9 (iior amendment thereto) publicly propose that does not recommend that its stockholders reject such tender or exchange offer (it being understood that nothing herein will prevent the Company from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated by the SEC under the Exchange Act in response to the commencement of any merger, consolidation, business combination, tender or exchange offer). Notwithstanding anything to the contrary in this Agreement, sale nothing in this Agreement (including the restrictions in this Section 2(c)) will prohibit or purchase of assets restrict any Restricted Person from (I) making any public or securities, dissolution, liquidation, restructuring, recapitalization private statement or similar transaction of or involving the Company, (iii) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, announcement with respect to any Extraordinary Transaction that is publicly announced by the Company or a Third Party, (II) making any factual statement to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over such Restricted Person, (III) negotiating, evaluating and/or trading, directly or indirectly, in any index fund, exchange traded fund, benchmark fund which may contain or otherwise reflect the performance of, but not primarily consist of, securities of the Company, or seek (IV) communicating with the Company privately to advise any director, the Executive Chairperson of the Board, the Company’s Chief Executive Officer, Chief Financial Officer or influence General Counsel, and its advisors and employees (in accordance with the Company Policies) regarding any person with respect to the voting matter, or privately requesting a waiver of any securities provision of this Agreement, as long as such private communications or requests does not or would not reasonably be expected to require public disclosure of such communications or requests by the Company, Company or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoingRestricted Persons.

Standstill. (a) During You agree that, for a period of twelve (12) months from the Initial Term (date of this letter agreement, except as such term is defined expressly requested or consented to in writing by the Collaboration and License Agreement), neither the Investor nor any Board of its Affiliates shall, unless and until it shall have received the prior written consent Directors of the Company’s Board , you shall not, and you shall cause each of Directors excluding the Investor Directoryour Affiliates not to, directly or indirectly indirectly, through one or more intermediaries or otherwise (including any of your Representatives or other persons acting on your behalf) (whether acting alone, as part of any Group (as defined below) or in concert with any other person), (i) acquire, agree to acquire, make any public proposal to acquire, acquire or cause any third-party propose or offer to acquire any securities (through Beneficial Ownership (as defined below) of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to otherwise) (x) acquisitions of not more than one percent any Capital Stock (1%as defined below) of the then-outstanding shares Company or any of the Common Stock in the aggregate during the Initial Termits subsidiaries, or (y) acquisitions for any Derivative Instrument (as defined below) (in any case, whether currently, upon lapse of time, following the Investor’s qualified employee benefit plans, or (z) acquisitions satisfaction of any Additional Sharesconditions, upon the occurrence of any event or any combination of the foregoing), (ii) publicly seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securitiesassets, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the CompanyCompany or any of its subsidiaries, (iii) make, or in any way participate or engage in, or assist any person in connection with, any solicitation of proxies or consentsconsents (whether or not relating to the election or removal of directors) within the meaning of Rule 14a-1 under the Securities Exchange Act of 1934, as such terms are used in Regulation 14A under amended (the “Exchange Act”), with respect to any securities of the Company’s securities, or seek to advise any person with respect to any such solicitation, or demand a copy of the stock ledger, list of stockholders or any other books or records of the Company, or seek to advise initiate, support or influence intentionally encourage any person stockholder proposal with respect to the voting Company that is not sponsored by the Board of any securities Directors of the Company, or demand in connection with including the foregoing, a copy of the stock ledger list of stockholdersnomination of, or any other books and records withholding of the Companyvotes for, directors, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) Group with respect to any voting securities of the Company’s securities, (v) otherwise act, alone or in concert with others, to seek or propose to change, control or advise, in any manner, the management, Board of Directors, policies or affairs of the Company, (vvi) knowingly assist, induce or encourage have any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) discussions or enter into any arrangementscontract, understandings agreement, arrangement or agreements (whether written or oral) understanding with, or advise, financefinance (or arrange financing for), assist or assistintentionally encourage, any other persons in connection with any of the foregoingmatters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, this Section 6(a), or (vivii) make any publicly disclosed proposal or request regarding any of the foregoing, publicly disclose any intention, plan or arrangement (whether written or oral) inconsistent with the foregoing or seek (whether by legal action or otherwise) to take any action that would reasonably be expected to require the Company to make any public disclosure at the time such action is taken or request of the Board of Directors of the Company, directly or indirectly, that any provision of this Section 6(a) be amended, waived or terminated (clauses (i)-(vii), the “Standstill Restrictions”); provided, however, that the Standstill Restrictions are not intended to and shall not prohibit or otherwise prevent (i) you or any of your Affiliates from making a confidential proposal to the Company or the Company’s Board of Directors in relation to a transaction, arrangement or activity that would otherwise be restricted by the Standstill Restrictions so long as such proposal is not known by you to be required to be publicly disclosed pursuant to applicable law (prior to mutual public disclosure regarding the foregoingPossible Transaction), (ii) passive investments by a pension or employee benefit plan or trust for your or your Affiliates’ employees so long as such investments are directed by independent trustees, administrators or employees to whom no Evaluation Material or Discussion Information has been disclosed, (iii) your or your Affiliates’ ownership of the shares of any mutual fund or similar financial institution that owns Company securities, (iv) ownership of securities of the Company by a person acquired by you (or any of your Affiliates) on the date such person first entered into an agreement to be acquired by you (or such Affiliate) or acquired after such person was acquired by you (or such affiliate) pursuant to an agreement requiring (but only to the extent requiring) such person to acquire such securities, which agreement was in effect on the date such person first entered into an agreement to be acquired by you (or such Affiliate) or (v) any other acquisition of the Company’s securities by you or your Affiliates that results in the ownership by you and your Affiliates of not more than 4% of the outstanding and issued equity securities of the Company. (b) The Standstill Restrictions shall automatically terminate on the date on which (i) the Company enters into a definitive agreement with respect to any transaction involving (x) the sale of more than 50% of the consolidated assets of the Company and its subsidiaries, taken as a whole, (y) a merger, consolidation, business combination, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company following which the stockholders of the Company immediately prior to the consummation of such transaction will hold less than 50% of the total combined voting power entitled to vote in the election of directors of the Company or any successor holding company after giving effect to such transaction or (z) the sale or other transfer of securities having more than 50% of the total combined voting power entitled to vote in the election of directors of the Company; (ii) a tender offer or exchange offer is commenced by a third person or Group (which does not involve any breach by you or your Affiliates of Section 6(a)) which, if consummated, would make such person or Group the Beneficial Owner of securities having more than 50% of the total combined voting power entitled to vote in the election of directors of the Company; (iii) any person or Group commences a proxy solicitation in which the person or Group would, if successful, elect or acquire the ability to elect a majority of the directors of the Company; or (iv) the Company redeems any rights under, or modifies or agrees to modify, a shareholder rights plan to facilitate any of the actions described in (i) or (ii) of this paragraph 6(b).

Standstill. You represent and warrant to the Company that, as of the date hereof, you do not beneficially own any securities of the Company or any securities or contract rights (aother than broadly based index funds) During the Initial Term (as such term is defined in terms or value of which are dependent on securities of the Collaboration Company. For a period of two years from the date of this Agreement, you will not, directly or indirectly, and License Agreement)you will cause any person or entity controlled by you not to, neither the Investor nor any of its Affiliates shall, unless and until it shall have received without the prior written consent of the Company’s Board of Directors excluding of the Investor DirectorCompany, directly or indirectly (i) in any manner acquire, agree to acquire, acquire or make any public proposal to acquire, directly or cause indirectly, any third-party to acquire securities or property of the Company or any of its affiliates, or any securities or contract rights (other than broadly based index funds) the terms or value of which are dependent on securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, tender partnership, joint venture or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or other similar transaction of or involving the CompanyCompany or any of its affiliates, (iii) make, or in any way participate in, in any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities proxy rules of the CompanySecurities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the Company, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, Company or any other books and records of the Companyits affiliates, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange 1934 Act) with respect to any voting securities of the CompanyCompany or any of its affiliates, (v) knowingly assistnegotiate, induce or encourage have any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or assistencourage, any other persons in connection with any of the foregoing, or, make any investment in FLIR Systems, Inc. March 17, 2010 any other person that engages, or offers or proposes to engage, in any of the foregoing (it being understood that, without limiting the generality of the foregoing, you shall not be permitted to act as a joint bidder or co-bidder with any other person with respect to the 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 Company, (vii) disclose any intention, plan or arrangement inconsistent with the foregoing or (viii) advise, assist or encourage any other persons in connection with any of the foregoing. Unless and until you have received the prior written invitation or approval of the Company to do so, you also agree during such period not to (x) request the Company (or Company Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence), (y) take any action which might require the Company or any of its affiliates to make any publicly disclosed proposal a public announcement regarding this Agreement or the possibility of a merger, consolidation, business combination or other similar transaction, including, without limitation, a Transaction or (z) communicate with the Company’s shareholders regarding the foregoingsubject matter of this Agreement.

Standstill. (a) During Each member of the Initial Term Barington Group agrees that, during the Standstill Period (as such term is defined in the Collaboration and License Agreementbelow), neither the Investor nor any of its Affiliates shall, unless and until it shall have received without the prior written consent of the Company’s Board specifically expressed in a written resolution adopted by a majority vote of Directors excluding the Investor Directorentire Board, neither it nor any of its Affiliates or Associates under its control or discretion will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly in any manner: (i) acquire, agree to acquire, make any public proposal to acquire, or cause any third-party to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iii) make, or engage in any way participate in, any solicitation “solicitation” of proxies or consents, “proxies” (as such terms are used in Regulation 14A under the Exchange Act, with respect rules of the SEC) or consents to vote any securities of the CompanyCompany with respect to the election of directors, or become a participant in any election contest with respect to the Company; (ii) seek to advise or influence any person with respect to the voting of any securities of the Company; provided, or demand in connection with the foregoinghowever, a copy that any member of the stock ledger list Barington Group and any Affiliate or Associate of stockholdersany such member may disclose, publicly or any other books and records of the Companyotherwise, (iv) form, join how it intends to vote or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) act with respect to any voting securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company (vother than the election of directors) knowingly assistand the reasons therefor; (iii) otherwise publicly act, induce alone or encourage in concert with others, to seek to control or influence the management, Board or policies of the Company or initiate or take any other Person action to obtain representation on the Board; or agree or offer to take, or knowingly encourage or propose (publicly or otherwiseiv) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, with any other persons in connection third party with respect to any of the foregoing, except in each case, as expressly contemplated or (vi) make permitted by this Agreement, it being understood and agreed that nothing contained herein shall be construed to limit the ability of any publicly disclosed proposal regarding member of the Barington Group and any Affiliate or Associate of any such member to form a “group” pursuant to Rule 13d-5 promulgated by the SEC under the Exchange Act with, or acquire additional shares of Common Stock from, any party. Notwithstanding the foregoing, the provisions of this Section 2.5 shall not limit in any respect the actions of any director of the Company in his or her capacity as such, recognizing that such actions are subject to such director’s fiduciary duties to the Company and its shareholders.

Standstill. Yucaipa agrees that during the term of this Agreement and for a period of 90 days from the later of (ai) During the Initial Term date on which this Agreement is terminated or (as such term is defined in ii) the Collaboration and License Agreement)date on which Ronald W. Burkle ceases to be the Chairman of the Board of Directors, neither the Investor it nor any of its Affiliates shallaffiliates, unless and until it shall have received alone or with others, will in any manner, without the prior written consent approval of the Company’s 's Board of Directors excluding Directors, (a) enter into or agree to enter into, singly or with any other person, any form of business combination, acquisition, restructuring, recapitalization, liquidation or other similar transaction relating to the Investor DirectorCompany or any subsidiary of the Company, directly or indirectly (ib) hold, acquire, or offer or agree to acquire, make become the beneficial owner of or obtain any public proposal to acquirerights in respect of, in each case by purchase or cause any third-party to acquire otherwise, any securities entitled to vote generally in the election of directors of the Company, or any option to acquire any such securities, any security convertible into direct or exchangeable for any such securities indirect rights or other right options to acquire any such securities or any securities convertible or exercisable into or exchangeable for such securities (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%"Voting Securities") of the then-Company, in excess of 15% of the Company's outstanding Voting Securities (including for these purposes any shares of the Company Common Stock in acquired pursuant to the aggregate during Mergers or upon the Initial Termexercise of any currently exercisable option or warrant), (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iiic) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities such Voting Securities (including by the execution of action by written consent), become a participant in any election contest with respect to the Company, or seek to advise or influence any person with respect to any such Voting Securities, (d) participate in or encourage the voting formation of any securities partnership, syndicate, voting trust or other group which owns or seeks or offers to acquire beneficial ownership of any such Voting Securities or which seeks control of the CompanyCompany or has the purpose of circumventing any provision of this Agreement, (e) otherwise act, alone or demand in connection concert with others (including, without limitation, by providing financing for another Person), to seek or to offer to control or influence, in any manner (except pursuant to its services under this Section 7 or through its representatives on the foregoingBoard of Directors), a copy the management, Board of the stock ledger list of stockholders, Directors or any other books and records policies of the Company, (ivf) formmake any formal demand, join request or proposal to amend, waive or terminate any provision of this Section 7, (g) make any proposal or other communication or take any other action that would compel the Company to make a public announcement or disclosure thereof in respect of any way participate matter referred to in this Section 7 or (h) publicly propose or announce or otherwise publicly disclose an intent to propose or that it is considering proposing any of the matters referred to in this Section 7. Yucaipa shall be released from its obligations hereunder in the event that the Company enters into an agreement which would result in a “Change of Control with any person other than Yucaipa or its affiliates. As used herein the terms "beneficial ownership," "person" and "group” (within " shall have the meaning meanings ascribed to such terms pursuant to Regulation 13D-G adopted by the SEC under the Securities Exchange Act of 1934, as amended, and as in effect on the date hereof; provided, however, that for purposes of determining beneficial ownership under this Section 13(d)(3) 7 any Voting Securities issuable upon the exercise of any option or warrant shall only be included in such determination to the extent of the Exchange Act) with respect number of such Voting Securities which would be issuable under such option or warrant on a "net" or "cashless" basis at such time. In addition, Yucaipa agrees that it will exercise any such option or warrant on a "net" or "cashless" basis if and to the extent the exercise on any voting securities other basis would result in its aggregate beneficial ownership of Voting Securities exceeding 15% of the Company, (v) knowingly assist, induce or encourage any other Person or agree or offer to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with any of the foregoing, or (vi) make any publicly disclosed proposal regarding the foregoing's outstanding Voting Securities.

Standstill. Until a Purchaser, together with its Affiliates, ceases to Beneficially Own greater than 5% of the then outstanding Common Stock (determined on a fully diluted, as-converted basis), each of such Purchaser’s Purchaser Parties shall not, without the prior approval of the Board of Directors, directly or indirectly, through its Subsidiaries or any other Persons, or in concert with any Person, or as a “group” (as defined in Section 13 of the Exchange Act) with any Person: (a) During the Initial Term (as such term is defined in the Collaboration and License Agreement)purchase, neither the Investor nor offer to purchase, or agree to purchase or otherwise acquire Beneficial Ownership of any Common Stock, or any securities convertible or exchangeable into Common Stock, excluding any shares of its Affiliates shall, unless and until it shall have received the prior written consent Class A Common Stock or other securities acquired pursuant to a conversion of the Company’s Board of Directors excluding the Investor Director, directly or indirectly (i) acquire, agree to acquire, make any public proposal to acquirePreferred Stock, or cause any third-party otherwise acquired pursuant to acquire any securities of the Company, any option to acquire any such securities, any security convertible into or exchangeable for any such securities or other right to acquire any such securities Transaction Documents; (except that this restriction shall not apply to (x) acquisitions of not more than one percent (1%) of the then-outstanding shares of the Common Stock in the aggregate during the Initial Term, (y) acquisitions for the Investor’s qualified employee benefit plans, or (z) acquisitions of any Additional Shares, (ii) publicly 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, (iiib) make, or in any way participate in, any solicitation of proxies or consents, as such terms are used in Regulation 14A under the Exchange Act, with respect to any securities of the Companyvote, or seek to advise or influence any person Person with respect to the voting of any securities of the Companyof, or demand in connection with the foregoing, a copy of the stock ledger list of stockholders, or any other books and records of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any of the Company Subsidiaries, or seek or propose to influence, advise, change or control the Board of Directors, management, policies, affairs or strategy of the Company by way of any public communication or other communications to security holders intended for such purpose; (c) make a proposal for, or offer of (with or without conditions) any acquisition of or extraordinary transaction involving the Company or any of the Company’s Subsidiaries or any of their respective securities or assets; (d) effect or seek to effect (including by entering into discussions, negotiations, agreements or understandings with any third person), offer or propose (vwhether publicly or otherwise) knowingly assistto effect, induce or encourage cause or participate in, or in any way assist or facilitate any other Person to effect or agree seek, offer or offer propose (whether public or otherwise) to effect or participate (except as a holder of Class A Common Stock or Preferred Stock) in a merger, consolidation, division, acquisition or exchange of substantially all assets or equity, change of control transaction, recapitalization, restructuring, liquidation or similar transaction involving the Company or any of the Company Subsidiaries; or (e) enter into any discussions, negotiations, arrangements or understandings with or form a group with, any third party in connection with such third party’s taking, planning to take, or knowingly encourage or propose (publicly or otherwise) or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, or assist, any other persons in connection with seeking to take any of the foregoingactions prohibited by clauses (a) through (d) of this Section 5.1 or otherwise act, alone or in concert with others, to seek to control or influence the Board of Directors or the management or policies of the Company, including the Company Subsidiaries; (f) provided, however, that nothing in this Section 5.1 will limit (i) any Purchaser Party’s ability to vote or Transfer (subject to Section 4.2) its Class A Common Stock or Preferred Stock or otherwise exercise rights under its Preferred Stock; (ii) the ability of any director elected by the holders of Preferred Stock pursuant to the Certificate to vote or otherwise exercise its fiduciary duties as a member of the Board of Directors; (iii) the ability of any director elected by the holders of Preferred Stock pursuant to the Certificate to seek to participate fully as a director on the Board of Directors; or (viiv) make any publicly disclosed proposal regarding the foregoingability of a Purchaser or the holders of Preferred Stock to exercise their rights to elect directors pursuant to the Certificate.