Common use of Standstill Clause in Contracts

Standstill. None of CSH or its Permitted Transferees or subsidiaries shall directly or indirectly (a) acting alone or in concert with others, seek to effect a change in control of Parent or the business, operations or policies of Parent; (b) initiate or propose any stockholder proposal or make, or in any way, participate in, directly or indirectly, any "solicitation" of "proxies" to vote or intentionally seek in an organized fashion to influence any person with respect to the voting of, any Parent Voting Securities in a manner inconsistent with the position of the board of directors of Parent or become "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition to the recommendation of the majority of the directors of Parent with respect to any matter; (c) propose or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all assets or other business combination involving, or a tender or exchange offer for securities of, Parent or any of its subsidiaries or any material portion of its or such subsidiary's business or assets, or any similar transaction that has not been approved by the Board of Directors of Parent; (d) join a partnership, limited partnership, syndicate or other group (other than a group consisting of CSH, its Permitted Transferees and any of their subsidiaries), or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act relating to any of the matters set forth in clauses (a), (b), (c) or (d); or (e) request, or induce or encourage any other person to request, that Parent amend or waive any of the provisions of this Section 4.6. The provisions of this Section 4.6 shall cease to apply at such time after the Merger as CSH and its affiliates collectively cease to beneficially own at least 25% of the Parent Common Stock acquired by CSH in the Merger.

Standstill. None of CSH or its Permitted Transferees or subsidiaries shall directly or indirectly (a) acting alone During the Standstill Period, without the prior written approval of a majority of the Independent Directors, Freeport shall not, and shall not permit its controlled affiliates to: (i) acquire, offer or in concert with otherspropose to acquire, or agree or seek to effect a change in control acquire, or solicit the acquisition of, by purchase or otherwise, any equity, debt or equity-linked securities of Parent or the businessIssuer if, operations or policies following such acquisition, Freeport and its controlled affiliates would own securities of Parentthe Issuer representing more than 103% of the percentage of the outstanding shares of Common Stock (including shares of Common Stock issuable upon conversion of any Preferred Shares owned by Freeport and its controlled affiliates) owned by Freeport and its controlled affiliates on the date hereof (including shares of Common Stock issuable upon conversion of any Preferred Shares owned by Freeport and its controlled affiliates); (bii) initiate or propose any stockholder proposal or makeform, join or in any way, way participate in, directly or indirectlyenter into any agreement, any "solicitation" of "proxies" to vote arrangement or intentionally seek in an organized fashion to influence any person with respect to the voting ofunderstanding with, any Parent Voting Securities in a manner inconsistent with the position of the board of directors of Parent or become "participant" in a "solicitation" “group” (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition to the recommendation of the majority of the directors of Parent with respect to any matter; (c) propose or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all assets or other business combination involving, or a tender or exchange offer for securities of, Parent or any of its subsidiaries or any material portion of its or such subsidiary's business or assets, or any similar transaction that has not been approved by the Board of Directors of Parent; (d) join a partnership, limited partnership, syndicate or other group (other than a group consisting of CSH, its Permitted Transferees and any of their subsidiaries), or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) with respect to any equity or equity-linked securities of the Issuer; (iii) commence any tender or exchange offer for any securities of the Issuer; (iv) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in or part of, any acquisition transaction, merger or other business combination relating to all or part of the Issuer or any of its subsidiaries or any acquisition transaction for all or part of the assets of the Issuer or any of its subsidiaries or any of their respective businesses; (v) call or seek to call a meeting of the stockholders of the Issuer or initiate any stockholder proposal for action by stockholders of the Issuer; (vi) enter into any discussions, negotiations, arrangements or understandings with any other person with respect to any of the matters set forth foregoing activities; (vii) advise, assist, encourage, act as a financing source for or otherwise invest in clauses (a), (b), (c) or (d); or (e) request, or induce or encourage any other person in connection with any of the foregoing activities; (viii) take any action inconsistent with the purpose and intent of this Section 2.3; (ix) disclose any intention, plan or arrangement inconsistent with any of the foregoing, (x) with respect to requestany of the foregoing provisions of this paragraph, that Parent request the Issuer to amend or waive any such provisions or otherwise consent to any action inconsistent with any such provisions; (xi) take any initiative with respect to the Issuer which could require the Issuer to make a public announcement regarding (A) such initiative or (B) any of the provisions foregoing activities; or (xii) bring any action or otherwise act to contest the validity of this Section 4.6. The provisions of this Section 4.6 shall cease to apply at such time after the Merger as CSH and its affiliates collectively cease to beneficially own at least 25% of the Parent Common Stock acquired by CSH in the Merger2.3.

Standstill. None of CSH or its Permitted Transferees or subsidiaries shall directly or indirectly (a) acting alone For a period of twelve months following the date of this Agreement, the Vendor shall not, without the prior written consent of the Purchaser, which consent may be given on such terms and conditions as the Purchaser may determine: (i) in any manner acquire, agree to acquire or in concert with others, seek to effect a change in control of Parent or the business, operations or policies of Parent; (b) initiate or propose make any stockholder proposal or make, or in any way, participate inoffer to acquire, directly or indirectly, any "unissued or outstanding securities of the Corporation or propose or offer to enter into, directly or indirectly, any amalgamation, plan of arrangement, merger or business combination involving the Corporation and its Affiliates or to purchase, directly or indirectly, all or substantially all of the assets of the Corporation and its subsidiaries, taken as a whole; (ii) directly or indirectly “solicit” or participate or join with any person in the “solicitation" ” of "any “proxies" ” (as such terms are defined in the Securities Act (Ontario)) to vote vote, or intentionally seek in an organized fashion to influence any person with respect to the voting of, any Parent Voting Securities voting securities of the Corporation; (iii) otherwise act alone or jointly or in a manner inconsistent concert with others to seek to control or to influence the position of management, the board of directors of Parent or become "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition to the recommendation policies of the majority Corporation; (iv) solicit, facilitate or encourage any transaction to acquire assets of the directors Corporation and/or one or more of Parent with respect to any matter; (c) propose its subsidiaries representing 20% or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition more of substantially all the consolidated assets or other business combination involvingcontributing 20% or more of the consolidated revenue of the Corporation and its subsidiaries, taken as a whole, or acquire 20% or more of the Common Shares (an “Acquisition Transaction”) other than a tender or exchange offer for securities of, Parent transaction by the Purchaser or any of its subsidiaries Affiliates or any material portion of its person acting jointly or such subsidiary's business in concert with the Purchaser; (v) enter into, continue or assetsparticipate in any discussions or negotiations regarding an Acquisition Transaction, or furnish to any similar transaction that has not been approved by other person any information with respect to the Board business of Directors the Corporation or its properties, operations, prospects or conditions (financial or otherwise) in connection with an Acquisition Transaction or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of Parent; (d) join a partnership, limited partnership, syndicate or any other group person (other than a group consisting of CSH, its Permitted Transferees and the Purchaser or any of their subsidiaries)its Affiliates or any person acting jointly or in concert with the Purchaser) to do or seek to do any of the foregoing; or (vi) advise, assist, encourage or otherwise act jointly or in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act relating to person in connection with any of the matters set forth in clauses (a)foregoing, (b), (c) other than the Purchaser or (d); or (e) request, or induce or encourage any other person to request, that Parent amend or waive any of its Affiliates or any person acting jointly or in concert with the provisions of this Section 4.6. The provisions of this Section 4.6 shall cease to apply at such time after the Merger as CSH and its affiliates collectively cease to beneficially own at least 25% of the Parent Common Stock acquired by CSH in the MergerPurchaser.

Standstill. None Until the termination of CSH or this Agreement in accordance with its Permitted Transferees or subsidiaries terms, the Shareholder shall directly or indirectly and shall cause its Affiliates not to (a) acting alone or in concert with others, seek to effect a change in control of Parent or the business, operations or policies of Parent; (b) initiate or propose any stockholder proposal or make, or in any way, participate in, directly or indirectly, any "solicitation" of "proxies" to vote or intentionally seek in an organized fashion to influence any person with respect subject to the voting of, any Parent Voting Securities in a manner inconsistent Company’s compliance with the position last sentence of this Section 1.1, solicit proxies, announce an intention to or continue any announced intention to solicit proxies, from shareholders of the Company in respect of the election of the Shareholder’s nominees as members of the board of directors of Parent the Company (or become "participant" support the efforts of any other Person in a "solicitation" doing so (as such terms are defined in Regulation 14A under other than the Exchange ActCompany)) or (b) solicit, as in effect on the date hereof) in opposition to the recommendation of the majority of the directors of Parent with respect to negotiate or otherwise knowing facilitate or knowingly encourage directly or indirectly, any matter; Acquisition Proposal or (c) propose directly or seek to effect a mergerindirectly acquire any securities, consolidationbusiness or assets of the Company or any business, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all assets or other business combination involving, or a tender or exchange offer for securities of, Parent or any of its subsidiaries Subsidiaries or any material portion of its or such subsidiary's business or assets, or any similar transaction that has not been approved by the Board of Directors of Parent; (d) join a partnershipsell, limited partnershiptransfer, syndicate assign, pledge, hypothecate, tender, encumber or other group otherwise dispose of or limit its right to vote the Securities, or agree to do any of the foregoing (or Beneficial Ownership thereof) (each a, “Transfer”) (i) pursuant to an Acquisition Proposal or (ii) through any transaction or series of related transactions to (A) other than a group consisting through trades over NASDAQ or any securities exchange or market on which the Securities are traded, any Person more than 5% of CSHthe outstanding Common Stock of the Company (“Person”, its Permitted Transferees for purposes of this clause (d)(ii)(A), includes any Person and any other Person known by the Shareholder to be an Affiliate of their subsidiariessuch first Person) or (B) any Subsidiary of Shareholder unless, in the case of this clause (c)(ii), such Person to which any of such Securities or otherwise act any interest in concert with any other personof such Securities is Transferred shall have executed and delivered to Parent a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement. The Company, by its execution and delivery to the Shareholder of a copy of this Agreement, (1) agrees that, prior to the consummation of the Merger or the termination of the Merger Agreement, it will not call an annual or special meeting for the election of directors and, in the event that the Merger Agreement is terminated, it will call an annual or special meeting for the election of directors to be held on a date not earlier than 60 days nor later than 90 days after the date of termination of the Merger Agreement, (2) represents and warrants to the Shareholder that, for the purpose purposes of acquiringthis sentence, holdingthis Agreement has been duly executed and delivered by the Company and, voting or disposing of Parent Voting Securitiesassuming the due authorization, orexecution and delivery by the Company, otherwise become a "person" within the meaning of Section 13(d)(3) this agreement of the Exchange Act relating to any Company contained in this sentence constitutes a legal, valid and binding obligation of the matters Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity) and (3) understands and acknowledges that the Shareholder is entering into this Agreement in reliance upon the Company’s execution and delivery of this Agreement and the covenants, representations and warranties of the Company set forth in clauses (a), (b), (c) or (d); or (e) request, or induce or encourage any other person to request, that Parent amend or waive any of the provisions of this Section 4.6. The provisions of this Section 4.6 shall cease to apply at such time after the Merger as CSH and its affiliates collectively cease to beneficially own at least 25% of the Parent Common Stock acquired by CSH in the Mergerlast sentence.

Standstill. None of CSH or its Permitted Transferees or subsidiaries Each Seller agrees that such Seller shall directly or indirectly not (a) acting alone or in concert with others, seek to effect a change in affect or influence the control of the management or board of directors of Parent or the business, operations or policies of Parent; (b) deposit any shares of Parent Class A Common Stock or securities exercisable or exchangeable or convertible into shares of Parent Class A Common Stock, or other securities having the right to vote generally with shares of Parent Class A Common Stock (collectively "Parent Voting Securities") in a voting trust or subject any Parent Voting Securities to any proxy, arrangement or agreement with respect to the voting of such Parent Voting Securities or other agreement having similar effect; (c) initiate or propose any stockholder proposal or make, or in any way, participate in, directly or indirectly, any "solicitation" of "proxies" to vote vote, other than in connection with the Merger and the Merger Agreement, or intentionally seek in an organized fashion to influence any person with respect to the voting of, any Parent Voting Securities in a manner inconsistent with the position of the board of directors of Parent or become "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition to the recommendation of the majority of the directors of Parent with respect to any matter; (c) propose or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all assets or other business combination involving, or a tender or exchange offer for securities of, Parent or any of its subsidiaries or any material portion of its or such subsidiary's business or assets, or any similar transaction that has not been approved by the Board of Directors of Parent; (d) join a partnership, limited partnership, syndicate or other group (other than a group consisting of CSH, its Permitted Transferees and any of their subsidiaries)group, or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act relating to any of the matters set forth in clauses (a), (b), (c) or (dc); or (e) request, or induce or encourage take any other person to request, that Parent amend or waive any of the provisions of action inconsistent with this Section 4.69.10. The provisions of this Section 4.6 9.10 shall cease not apply to apply at any Seller following such time after the Merger Exchange as CSH and its affiliates collectively such Seller cease to beneficially own at least 25% of the Parent Common Stock Exchange Shares acquired by CSH such Seller in the MergerExchange.

Standstill. None From the date hereof through the Standstill Termination Date, no Holder shall, and each Holder agrees to cause each member of CSH or its Permitted Transferees or subsidiaries shall the Xxxxxxx Group not to, directly or indirectly indirectly: (ai) acting make, engage in, or in any way participate in, any “solicitation” of “proxies” (as such terms are used in the Commission’s proxy rules but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)) or consents to vote or otherwise solicit consents from or conduct any referendum of shareholders, (ii) call, seek to call, direct or request any meeting of shareholders of the Company, (iii) submit or be the proponent of any proposal for consideration at any meeting of shareholders of the Company (including pursuant to Rule 14a-8 promulgated under the Exchange Act), (iv) seek representation on the Board, seek the removal of any member of the Board or otherwise act, alone or in concert with others, to seek to effect a change in control of Parent or influence the businessmanagement, operations Board or policies of Parentthe Company; provided, however, that nothing herein will limit the ability of the Xxxxxxx Group to nominate a replacement director(s) in accordance with Section 1.02 hereof, (bv) initiate or propose any stockholder proposal or make, or engage in any way, participate in, directly or indirectly, any "solicitation" course of "proxies" conduct with the purpose of causing other Company shareholders to vote or intentionally seek in an organized fashion to influence any person with respect to the voting of, any Parent Voting Securities in a manner inconsistent with the position of the board of directors of Parent or become "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition contrary to the recommendation of the majority of the directors of Parent with respect Board on any matter presented to them for a vote; provided however, such restriction shall not apply to any matter; (c) propose or seek proposals that have been presented to effect shareholders for a vote prior to the Standstill Termination Date that are related to a merger, consolidation, recapitalization, reorganization, sale, lease, exchange acquisition or other disposition of all or substantially all of the assets of the Company or other business combination involvinginvolving the Company, (vi) make any request for any stockholder list or a tender Company records, (vii) form, join, encourage, influence, advise or exchange offer for securities of, Parent or in any of its subsidiaries or way participate in any material portion of its or such subsidiary's business or assets, or any similar transaction that has not been approved by the Board of Directors of Parent; (d) join a “partnership, limited partnership, syndicate or other group group” (other than a group consisting of CSH, its Permitted Transferees and any of their subsidiaries), or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act relating Act) with respect to any securities of the Company or otherwise deposit or subject any securities of the Company to any voting trust or arrangement or agreement with respect to the voting thereof; provided, however, such restrictions shall not apply to any “group” comprised solely of all or some lesser number of Holders, (viii) effect, seek, offer or propose any tender or exchange offer, merger, business combination, recapitalization, liquidation or other extraordinary transaction involving the Company or its subsidiaries, (ix) sell, offer or agree to sell, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying common stock of the Company held by the Holders to any third party, (x) enter into any discussions, negotiations, arrangements or understandings with any Person other than the Company with respect to any of the matters set forth in clauses (a)foregoing, (b)advise, (c) assist, encourage or (d); seek to persuade or (e) request, or induce or encourage influence others to take any other person action with respect to request, that Parent amend or waive any of the provisions of this Section 4.6. The provisions of this Section 4.6 shall cease foregoing or announce any plan or proposal to apply at such time after the Merger as CSH and its affiliates collectively cease take any action with respect to beneficially own at least 25% any of the Parent Common Stock acquired by CSH in foregoing or (xi) publicly request any waiver or amendment of any of the Mergerforegoing provisions.

Standstill. None As of CSH the Effective Date, except as previously disclosed to the Company in writing, the Investor and its Subsidiaries do not beneficially own any securities of NII entitled to be voted generally in the election of directors or any direct or indirect options or other rights to acquire any such securities (“NII Securities”). From the Effective Date and so long as the provisions of this Section 6.11 are in effect, except as specifically requested in writing by NII, none of the Investor or its Permitted Transferees Affiliates or subsidiaries shall directly or indirectly any of the advisors to the Investor, (a) acting alone will publicly propose or in concert publicly announce or otherwise disclose an intent to propose or enter into or agree to enter into, singly or with othersany other Person or directly or indirectly, seek (i) any form of business combination, acquisition or other similar transaction relating to effect a change in control NII or any of Parent its material Subsidiaries, (ii) any form of restructuring, recapitalization or the businesssimilar transaction with respect to NII or any of its material Subsidiaries, operations or policies of Parent(iii) any demand, request or proposal to amend, waive or terminate this Section 6.11; and (b) initiate singly or with any other Person or directly or indirectly, (i) acquire, or offer, propose or agree to acquire, by tender offer, purchase or otherwise, NII Securities (including acquisition of beneficial ownership of any stockholder proposal NII Securities or of any derivative positions or contracts, except any hedging activity or pursuant to the Call Agreement, whether or not cash settled, based on the value of any NII Securities) or any material assets, indebtedness or businesses of NII, (ii) make, or in any way, way actively participate in, directly any solicitation of proxies with respect to any NII Securities (including by the execution of action by written consent), (iii) participate in a program or indirectly, any "solicitation" of "proxies" to vote or intentionally seek in an organized fashion effort to influence any person with respect to the voting of, any Parent Voting Securities in a manner inconsistent with the position of the board of directors of Parent or become "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition to the recommendation of the majority of the directors of Parent with respect to any matter; (c) propose or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all assets or other business combination involvingany NII Securities, or a tender (iv) participate in or exchange offer for securities of, Parent or actively encourage the formation of any of its subsidiaries or any material portion of its or such subsidiary's business or assets, or any similar transaction that has not been approved by the Board of Directors of Parent; (d) join a partnership, limited partnership, syndicate or other group (other than a group consisting that owns or seeks or offers to acquire beneficial ownership of CSHany NII Securities or material assets, its Permitted Transferees and any indebtedness or businesses of their subsidiaries), NII or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act relating to circumventing any of the matters set forth in clauses (a), (b), (c) or (d); or (e) request, or induce or encourage any other person to request, that Parent amend or waive any of the provisions provision of this Section 4.66.11; ***. The provisions of this Section 4.6 6.11 shall cease terminate and be of no further effect on the earlier of (i) ***, (ii) the time, if any, when NII enters into a definitive agreement providing for a merger, consolidation or other business combination transaction or commences a process by which it proposes to sell or dispose of itself or substantially all of its assets (or any business or Subsidiary, in which case the provisions of this Section 6.11 shall no longer apply at with respect to such time after business or Subsidiary), (iii) the Merger as CSH time, if any, when a tender offer or exchange offer is commenced by a third Person for equity securities of NII, or (iv) on the later of (A) the date on which the Investor and its affiliates collectively cease to beneficially Subsidiaries no longer own at least 25over 5% of the Parent Common Stock acquired issued and outstanding NII Shares and (B) the date that is six months after the rights granted to the Investor pursuant to Article 7, including the Special Approval Rights, have terminated. The foregoing shall in no way impact Investor’s rights to acquire, register or dispose of NII Securities as contemplated by CSH in the MergerTransaction Documents or Investor’s other rights under the Transaction Documents.

Standstill. None The Principal Stockholder agrees that, (i) from the date hereof until the Closing Date and (ii) from and after the Closing Date for so long as he shall be a Restricted Stockholder up to and including the tenth anniversary of CSH the date of this Agreement, he shall not, and shall use his best efforts to cause his Affiliates not to, without the prior written consent of the board of directors of Acquiror, (A) in any manner acquire, agree to acquire or its Permitted Transferees or subsidiaries shall make any proposal to acquire, directly or indirectly indirectly, any Equity Securities of Acquiror or any rights or options to acquire such Equity Securities (aother than the shares of Acquiror Stock received by him in the Merger and other than options granted to directors of Acquiror), (B) acting alone propose to enter into, directly or in concert with othersindirectly, seek to effect a change in control of Parent merger or the business, operations or policies of Parent; (b) initiate other business combination involving Acquiror or propose any stockholder proposal to purchase, directly or indirectly, a material portion of the assets of Acquiror, (C) make, or in any way, participate inway participate, directly or indirectly, in, any "solicitation" of "proxies" (as such terms are used in Regulation 14A under the Exchange Act) to vote or intentionally consent or seek in an organized fashion to advise or influence any person Person with respect to the voting of, or granting of a consent with respect to, any Parent Voting Securities of Acquiror, (D) form, join or in a manner inconsistent with the position of the board of directors of Parent or become "participant" any way participate in a "solicitationgroup" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition to the recommendation of the majority of the directors of Parent with respect to any matter; (c) propose or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all assets or other business combination involving, or a tender or exchange offer for securities of, Parent or any of its subsidiaries or any material portion of its or such subsidiary's business or assets, or any similar transaction that has not been approved by the Board of Directors of Parent; (d) join a partnership, limited partnership, syndicate or other group (other than a group consisting of CSH, its Permitted Transferees and any of their subsidiaries), or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act relating to Act) for the purpose of acquiring, holding voting or disposing of any Equity Securities of the matters set forth in clauses (a)Acquiror, (b)E) otherwise act, alone or in concert with others, to seek to control or influence in any public manner or public forum the management or policies of Acquiror; provided, however, that the foregoing shall not limit the ability to vote any shares of any Equity Securities of Acquiror, (cF) disclose any intention, plan or arrangement inconsistent with the foregoing, (d); G) advise, assist (including by knowingly providing or (earranging financing for that purpose) request, or induce or encourage any other person to request, that Parent amend or waive Person in connection with any of the provisions foregoing or (H) take any action (other than in exercising his registration rights under the Registration Rights Agreement) which might require Acquiror to make a public announcement regarding the possibility of this Section 4.6. The provisions a transaction between the Principal Stockholder and Acquiror (including any of this Section 4.6 shall cease to apply at such time after the Merger as CSH and its affiliates collectively cease to beneficially own at least 25% of the Parent Common Stock acquired by CSH in the Mergertheir respective Affiliates).

Standstill. None of CSH or its Permitted Transferees or subsidiaries shall directly or indirectly (a) acting alone Each Venture Owner Parent agrees that so long as it or in concert with others, seek one of its Affiliates continues to effect a change in control of Parent or the business, operations or policies of Parent; (b) initiate or propose any stockholder proposal or make, or hold an ownership interest in any wayof the Venture Entities, participate inunless it shall have been specifically invited in writing by the other Venture Owner Parent, neither it nor any of its Affiliates will in any manner, directly or indirectly: (i) acquire, offer to acquire (including from the stockholders of the other Venture Owner Parent), agree to acquire or make a proposal to acquire (including from the stockholders of the other Venture Owner Parent), by purchase or otherwise, any "solicitation" securities, or direct or indirect rights to acquire any securities, of "proxies" to vote the other Venture Owner Parent or intentionally seek any subsidiary of the other Venture Owner Parent or any successor to, or Person in an organized fashion to influence any person with respect to the voting control of, the other Venture Owner Parent, or any Parent Voting Securities in a manner inconsistent with the position assets or property of the board of directors of other Venture Owner Parent or become "participant" any subsidiary or division of the other Venture Owner Parent or of any such successor or controlling Person; (ii) make or in a "any way participate in, any “solicitation" ” of “proxies” (as such terms are defined used in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition to the recommendation rules of the majority of the directors of Parent SEC) to vote, or seek to advise or influence any Person with respect to voting of, any mattervoting securities of the other Venture Owner Parent or any of its subsidiaries; (ciii) propose make any public announcement or seek to effect statement with respect to, or solicit or submit a proposal for, or offer of (with or without conditions) any merger, consolidationbusiness combination, recapitalization, reorganization, sale, lease, exchange purchase of a material portion of the assets or properties of the other Venture Owner Parent or its subsidiaries or other disposition similar extraordinary transaction involving the other Venture Owner Parent, its subsidiaries or any of substantially all assets their respective securities; (iv) form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Exchange Act) with respect to any securities of the other business combination involving, or a tender or exchange offer for securities of, Venture Owner Parent or any of its subsidiaries or otherwise in connection with any material portion of its or such subsidiary's business or assets, or any similar transaction that has not been approved by the Board of Directors of Parentforegoing; (dv) join a partnershipotherwise act, limited partnership, syndicate alone or other group (other than a group consisting of CSH, its Permitted Transferees and any of their subsidiaries), or otherwise act in concert with any other personothers to seek to control or influence the management, for the purpose board of acquiring, holding, voting directors or disposing of Parent Voting Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) policies of the Exchange Act relating to other Venture Owner Parent or any of its subsidiaries; (vi) take any action challenging the validity or enforceability of this Section 7.17, or disclose any intention, plan or arrangement inconsistent with any of the matters set forth foregoing; (vii) advise, assist, encourage or direct any Person to do, or to advise, assist, encourage or direct any other Person to do, any of the foregoing; (viii) take any action that could reasonably be expected to require the other Venture Owner Parent to make a public announcement or statement regarding the possibility of any of the events described in clauses (a), (b), (c) or (d)this paragraph; or (eix) requestrequest the other Venture Owner Parent or any of the representatives or agents of the other Venture Owner Parent, directly or induce or encourage any other person indirectly, to request, that Parent amend or waive any of the provisions provision of this Section 4.6. The provisions of this Section 4.6 shall cease to apply at such time after the Merger as CSH and its affiliates collectively cease to beneficially own at least 25% 7.17; provided, that none of the foregoing shall prohibit either Venture Owner Parent Common Stock acquired from making confidential proposals to the board of directors or chief executive officer of the other Venture Owner Parent; provided, further, that (1) any such proposals shall be made in a manner that shall not require the public disclosure of such proposals by CSH in the Mergerany Person and (2) any such proposals shall not be publicly disclosed by such Venture Owner Parent making such proposals.

Standstill. None From the Closing Date until the third anniversary of CSH or its Permitted Transferees or subsidiaries shall directly or indirectly the Closing Date, each Buyer hereby covenants and agrees that it will not, without the consent of a majority of the Independent Directors (aas defined below), (i) acting alone or except for the issuance of any Securities contemplated in concert with othersany Transaction Document, seek to effect a change in control including, without limitation, upon conversion of Parent or the business, operations or policies of Parent; (b) initiate or propose any stockholder proposal or makeNotes, or acquisitions that would not result in any wayincrease in the beneficial ownership (as defined in Rule 13d-3 under the 0000 Xxx) of the applicable Buyer (assuming for purposes of this provision, participate inno limitations on the conversion of the Notes), acquire or make any proposal to acquire, directly or indirectly, any "solicitation" additional securities of "proxies" the Company, (ii) engage in or make any proposal with respect to any merger, recapitalization, reorganization, business combination or other extraordinary transaction with the Company and any one of the Buyers or their affiliates, (iii) except for the board designation rights contemplated in the Certificate of Designations, directly or indirectly or through any other person, “solicit” (as such term is used in the proxy rules of the SEC) proxies with respect to the Common Stock under any circumstance or become a “participant” in any “election contest” (as such terms are used in the proxy rules of the SEC) relating to the election of directors of the Company; provided, however, that nothing herein will limit the ability of any Buyer or any affiliate thereof, except as otherwise provided in this Section 4(m), to vote or intentionally seek tender any of its securities of the Company pursuant to any “solicitation” (as such term is used in an organized fashion the proxy rules of the SEC) by a third party, (iv) deposit any securities of the Company in a voting trust, or subject any securities of the Company to influence a voting or similar agreement (other than with one or more Buyers and/or affiliates thereof), (v) make or in any person way participate in a proxy solicitation or similar activity relating to the Company with any Person or entity with respect to the voting of, of any Parent Voting Securities in a manner inconsistent with the position Common Stock of the board Company; provided, however, that nothing herein will limit the ability of directors of Parent any Buyer or become "participant" any affiliate thereof, except as otherwise provided in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Actthis Section 4(m), as in effect on the date hereof) in opposition to the recommendation of the majority of the directors of Parent with respect to any matter; (c) propose vote or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all assets or other business combination involving, or a tender or exchange offer for securities of, Parent or any of its subsidiaries or securities of the Company pursuant to any material portion of its or such subsidiary's business or assets“solicitation” by a third party, or any similar transaction that has not been approved (vi) except as disclosed in Schedule 13D filings made by the Board Buyers and their affiliates as of Directors of Parent; the date hereof (d) join a partnership, limited partnership, syndicate as they may be amended to include any additional Buyers or other group (other than a group consisting of CSH, its Permitted Transferees and any of their subsidiariesaffiliates thereof not currently disclosed), or otherwise act in concert with any other personform, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, join or, otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act relating to any of the matters set forth in clauses (a), (b), (c) or (d); or (e) request, or induce or encourage any other person to request, that Parent amend or waive any of the provisions of this Section 4.6. The provisions of this Section 4.6 shall cease to apply at such time after the Merger as CSH and its affiliates collectively cease to beneficially own at least 25% of the Parent Common Stock acquired by CSH in the Merger.

Standstill. None For the period beginning with the date of CSH execution of this Agreement and ending at 11:59 p.m., Atlanta, Georgia time, on December 31, 2000, Chase shall not, and shall not assist or its Permitted Transferees or subsidiaries shall encourage others (including by providing financing) to, directly or indirectly (ai) acting alone acquire or in concert with othersagree, offer, seek to effect a change in control of Parent or the business, operations or policies of Parent; (b) initiate or propose (whether publicly or otherwise) to acquire ownership (including but not limited to beneficial ownership) of any stockholder proposal portion of the assets or makeEquity Securities of the Company or any of its Subsidiaries, whether by means of a negotiated purchase of assets, tender or exchange offer, merger or other business combination, recapitalization, restructuring or other extraordinary transaction (ii) engage in any way, participate in, directly or indirectly, any "solicitation" of "proxies" to vote or intentionally seek in an organized fashion to influence any person with respect to the voting of, any Parent Voting Securities in a manner inconsistent with the position of the board of directors of Parent or become "participant" in a "solicitation" (as such terms are defined used in Regulation 14A the proxy rules promulgated under the Exchange Act, 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" (as in effect on defined under the date hereof) in opposition to the recommendation of the majority of the directors of Parent Exchange Act), with respect to any matter; Equity Securities, (ciii) otherwise seek or propose to acquire control of the Board of Directors or seek to effect a mergerdisrupt or impair the normal, consolidation, recapitalization, reorganization, sale, lease, exchange ongoing business operations or other disposition policies (including determinations of substantially all assets or other business combination involving, or a tender or exchange offer for securities of, Parent the Board of Directors) of the Company or any of its subsidiaries affiliates, (iv) 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 any material portion of its or such subsidiary's business or assets(iii) above, or (v) enter into any similar transaction that has not been approved by the Board of Directors of Parent; (d) join a partnershipnegotiations, limited partnershipagreements, syndicate arrangements or other group (other than a group consisting of CSH, its Permitted Transferees and any of their subsidiaries), or otherwise act in concert understandings with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act relating third party with respect to any of the matters set forth in clauses (a), (b), (c) foregoing. Chase shall not request the Company or (d); or (e) request, or induce or encourage any other person of its Representatives to request, that Parent amend or waive any of the provisions provision of this Section 4.6(including this sentence) or Section 3.05 during such period. The provisions Notwithstanding anything else in this Agreement, if the Employee challenges the validity or enforceability of any provision of this Section 4.6 Article III or seeks to revoke, rescind or annul any such provision, the Employee first shall cease refund all payments heretofore made to apply at such time after the Merger as CSH and its affiliates collectively cease to beneficially own at least 25% of the Parent Common Stock acquired by CSH in the Merger.her

Standstill. None (a) The Purchaser agrees that, on or prior to the second anniversary of CSH the Distribution Date, it will not and will not permit any member of the Purchaser's Group to, in any manner, whether publicly or its Permitted Transferees or subsidiaries shall otherwise, directly or indirectly (ai) acting alone acquire, agree to acquire or in concert with othersmake any public proposal to acquire, seek directly or indirectly, beneficial ownership of any voting securities or assets of the Company or any of its Subsidiaries, (ii) enter into or publicly propose to effect a enter into, directly or indirectly, any merger or other business combination or similar transaction or change in of control involving the Company or any of Parent or the businessits Subsidiaries, operations or policies of Parent; (biii) initiate or propose any stockholder proposal or make, or in any way, participate inway participate, directly or indirectly, in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Commission) to vote vote, or intentionally seek in an organized fashion to advise or influence any person Person with respect to the voting of, any Parent Voting Securities in a manner inconsistent with the position securities of the board of directors of Parent or become "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition to the recommendation of the majority of the directors of Parent with respect to any matter; (c) propose or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all assets or other business combination involving, or a tender or exchange offer for securities of, Parent Company or any of its subsidiaries or any material portion of its or such subsidiary's business or assetsSubsidiaries, (iv) call, or seek to call, a meeting of the Company's stockholders or initiate any similar transaction that has not been approved stockholder proposal for action by stockholders of the Board of Directors of Parent; Company, (dv) join a partnership, limited partnership, syndicate or other group (other than a group consisting of CSH, its Permitted Transferees and bring any of their subsidiaries), action or otherwise act to contest the validity of this Section 6.04 or seek a release of the restrictions contained herein, (vi) form, join or in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become way participate in a "persongroup" (within the meaning of Section 13(d)(3) of the Exchange Act relating Act) with respect to any securities of the matters set forth Company or any of its Subsidiaries, (vii) other than as provided for in clauses Section 5.06, seek representation on the Board of Directors of the Company, (aviii) seek the removal of any directors from the Board of Directors of the Company or a change in the size or composition of the Board of Directors of the Company (including voting for any directors not nominated by the Board of Directors of the Company), (b)ix) enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any possible purchase or sale of any securities or assets of the Company or any of its Subsidiaries, (cx) disclose any intention, plan or arrangement inconsistent with the foregoing, (xi) take, or solicit, propose to or agree with any other Person to take, any similar actions designed to influence the management or control of the Company or (d); or (exii) requestadvise, or induce assist or encourage any other person to request, that Parent amend or waive Persons in connection with any of the provisions of this Section 4.6. The provisions of this Section 4.6 shall cease to apply at such time after the Merger as CSH and its affiliates collectively cease to beneficially own at least 25% of the Parent Common Stock acquired by CSH in the Mergerforegoing.

Standstill. None Seller agrees that for a period of CSH fifteen (15) months after the date of this Agreement, so long as (i) this Agreement has not been terminated pursuant to the breach of Purchaser or (ii) Seller has not been required to return the Purchase Price to the Company pursuant to any bankruptcy, insolvency or other judicial proceeding, Seller shall not, and shall cause each of its Permitted Transferees officers, directors, majority-owned subsidiaries and affiliates for which Seller or subsidiaries a direct or indirect parent of Seller has voting or effective control not to, unless and until such party shall have received the prior written invitation or approval of a majority of directors of Purchaser, directly or indirectly (ai) acting alone acquire, agree to acquire or make any proposal to acquire any securities of Purchaser, any warrant or option to acquire any such securities, any security convertible into or exchangeable for any such securities or any other right to acquire any such securities; provided, however, that each of the K-1 Directors shall be permitted to exercise, in concert accordance with otherstheir terms, any options to purchase Purchaser's Common Stock he or she has received pursuant to their appointment or service on Purchaser's Board of Directors, subject to any lock-up or other restrictions imposed by the Company on Purchaser's Board of Directors in connection with the Fund Raising, (ii) seek to effect a change in control of Parent or the business, operations or policies of Parent; (b) initiate or propose any stockholder proposal merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transactions of or involving Purchaser or any of its subsidiaries, (iii) make, or in any way, way participate in, directly or indirectly, any "solicitation" of proxies or consents (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 amended (the "proxies" Exchange Act"), with respect to vote any securities of Purchaser or intentionally any of its subsidiaries, or seek in an organized fashion to advise or influence any person with respect to the voting of, of any Parent Voting Securities in a manner inconsistent with the position securities of the board of directors of Parent or become "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition to the recommendation of the majority of the directors of Parent with respect to any matter; (c) propose or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all assets or other business combination involving, or a tender or exchange offer for securities of, Parent Purchaser or any of its subsidiaries subsidiaries, or any material portion demand a copy of its or such subsidiary's business or assetsthe stock ledger list of stockholders, or any similar transaction that has not been approved by the Board other books and records of Directors of Parent; (d) join a partnership, limited partnership, syndicate Purchaser or other group (other than a group consisting of CSH, its Permitted Transferees and any of their its subsidiaries), (iv) form, join or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become way participate in a "persongroup" (within the meaning of Section 13(d)(3) of the Exchange Act relating Act) with respect to any voting securities of Purchaser or any of its subsidiaries, (v) otherwise act, alone or in concert with others, to seek to control or influence, in any manner, the management, Board of Directors or policies of Purchaser or any of its subsidiaries, (vi) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance (with respect to persons for which Seller and each of its officers, directors, majority-owned subsidiaries and affiliates for which Seller or a direct or indirect parent of Seller has voting or effective control), assist or encourage, any other persons in connection with any of the matters set forth in clauses (a), (b), (c) or (d); or (e) requestforegoing, or induce or encourage make any investment in any other person for which Seller and each of its officers, directors, majority-owned subsidiaries and affiliates for which Seller or a direct or indirect parent of Seller has voting or effective control that engages, or offers or proposes to requestengage, that Parent amend or waive in any of the provisions foregoing (it being understood that, without limiting the generality of the foregoing, Seller shall not be permitted to act as a joint bidder or co-bidder with any other person with respect to Purchaser or any of its subsidiaries), or (vii) make any publicly disclosed proposal regarding any of the foregoing. Seller agrees during such period not to make any proposal or statement, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with the foregoing, or request the EXECUTION COPY other Party directly or indirectly, to amend, waive or terminate any provision of this Section 4.6. The provisions of Agreement (including this Section 4.6 shall cease to apply at such time after the Merger as CSH and its affiliates collectively cease to beneficially own at least 25% of the Parent Common Stock acquired by CSH in the Mergersentence).

Standstill. None of CSH or its Permitted Transferees or subsidiaries shall directly or indirectly (a) acting alone General Standstill. Each of the Investor Members hereby agrees, on behalf of the Investor Member and his or her Affiliates (the "Investor Member Parties"), that from the date hereof until November 17, 2008 (the "Standstill Period") such Investor Member will not, and that such Investor Member will cause each of his or her Affiliates not, without the prior written approval of CharterMac (which approval shall require the approval of not less than a majority of the Independent Trustees (as defined in concert with others, seek to effect a change in control the Second Amended and Restated Trust Agreement of Parent or the business, operations or policies of Parent; (bCharterMac)) initiate or propose any stockholder proposal or make, or in any way, participate into, 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 any securities (or beneficial ownership thereof) of CharterMac or any of its subsidiaries, Affiliates or divisions; (B) any tender or exchange offer, merger or other business combination involving CharterMac or any of its subsidiaries, Affiliates or divisions; (C) any recapitalization, restructuring, conversion, liquidation, dissolution or other extraordinary transaction with respect to CharterMac or any of its subsidiaries, Affiliates or divisions; (D) any acquisition of a material or significant amount of the assets of CharterMac or any of its subsidiaries, Affiliates or divisions; or (E) any "solicitation" of "proxies" to vote or intentionally seek in an organized fashion to influence any person with respect to the voting of, any Parent Voting Securities in a manner inconsistent with the position of the board of directors of Parent or become "participant" in a "solicitation" (as such terms are defined used in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition to the recommendation proxy rules of the majority of the directors of Parent Securities and Exchange Commission) or consents with respect to any mattervoting securities of CharterMac (provided, however, that nothing in this clause (i) shall prohibit an Investor Member Party who is an officer or trustee of CharterMac from proposing to the Board of Trustees of CharterMac (in his or her capacity as an officer or trustee of CharterMac) that CharterMac (1) sell to a Person who is not an Affiliate of any Investor Member Party in any twenty four (24) consecutive month period an asset(s) comprising in the aggregate less than 50% of the then fair market value of CharterMac's total assets, or (2) effect a recapitalization or restructuring provided such recapitalization or restructuring results in all CharterMac shareholders being treated equally and does not disproportionately increase the Investor Member Parties' aggregate proportionate interest in CharterMac as compared to the interest in CharterMac of all other CharterMac shareholders immediately prior to such recapitalization or restructuring); (cii) propose form, join or in any way participate in a "group" (as defined under the Securities Exchange Act of 1934, as amended, the "1934 Act")) regarding any of the types of matters set forth in (i) above; (iii) otherwise act, alone or in concert with others, to seek to effect a mergercontrol or influence the management, consolidationboard of directors, recapitalization, reorganization, sale, lease, exchange managing member or other disposition trustees or policies of substantially all assets or other business combination involving, or a tender or exchange offer for securities of, Parent CharterMac or any of its subsidiaries subsidiaries, Affiliates or divisions; (iv) take any action which might force or require CharterMac or any material portion of its subsidiaries, Affiliates or such subsidiary's business or assets, or any similar transaction that has not been approved by the Board of Directors of Parent; (d) join divisions to make a partnership, limited partnership, syndicate or other group (other than a group consisting of CSH, its Permitted Transferees and public announcement regarding any of their subsidiaries), the types of matters set forth in (i) above; or otherwise act in concert (v) enter into any discussions or arrangements with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act relating third party with respect to any of the matters set forth foregoing. The foregoing restrictions shall not be deemed to limit any Investor Member Party who is an officer or trustee of CharterMac from conducting his or her activities or performing his or her duties in clauses (a)a manner consistent with his or her fiduciary obligations in such capacities. Notwithstanding anything to the contrary in this Agreement, (b), (c) or (d); or (e) requestthe parties agree that no Investor Member shall have any liability, or induce or encourage be deemed in breach of this Agreement, due to the actions of any other person to request, that Parent amend or waive any of the provisions of this Section 4.6. The provisions of this Section 4.6 shall cease to apply at such time after the Merger as CSH and its affiliates collectively cease to beneficially own at least 25% of the Parent Common Stock acquired by CSH in the MergerInvestor Member.

Standstill. None For a period of CSH or [*] from the Termination Effective Date (the “Standstill Period”), neither Genzyme nor any of its Permitted Transferees or subsidiaries shall (as such term is defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) will directly or indirectly indirectly: (a) acting alone effect or in concert with otherspublicly propose to effect, seek or cause any other person to effect a change in control or publicly propose to effect, (i) any acquisition of Parent any equity securities (or the business, operations or policies beneficial ownership thereof) of ParentDyax; (bii) initiate any tender or propose exchange offer, merger or other business combination involving Dyax; (iii) any stockholder proposal recapitalization, restructuring, liquidation, dissolution or make, or in any way, participate in, directly or indirectly, any "solicitation" of "proxies" to vote or intentionally seek in an organized fashion to influence any person other similar extraordinary transaction with respect to the voting of, Dyax; or (iv) any Parent Voting Securities in a manner inconsistent with the position “solicitation” of the board of directors of Parent or become "participant" in a "solicitation" “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of Dyax; (b) form, or join, a “group” (as defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition to the recommendation of the majority of the directors of Parent with respect to any matterequity securities of Dyax; or (c) propose enter into any discussions or seek arrangements with any third party (other than Dyax) with respect to effect any of the foregoing. For the avoidance of doubt, nothing in this Section 9 shall prohibit Genzyme or any of its representatives from (a) engaging in good faith, confidential negotiations with Dyax or any of Dyax’s representatives regarding a mergerpossible business transaction involving Dyax and Genzyme or (b) making proposals or requests to Dyax or taking other actions in each case in connection with such negotiations. Notwithstanding anything to the contrary contained in this Section 9, consolidation, recapitalization, reorganization, sale, lease, exchange (i) Genzyme may own and may acquire shares or other disposition ownership interests in any mutual fund or similar entity that owns shares of substantially all assets stock of Dyax and (ii) the restrictions set forth in this Section 9 shall immediately terminate and cease to be of any further force or other business combination involving, or effect upon the commencement by any third party of a tender or exchange offer for that, if successful, would result in such Confidential materials omitted and filed separately with the Securities and Exchange Commission. An asterisk in brackets [*] denotes such omission. party having ownership of fifty percent (50%) or more of any class or series of securities ofof Dyax unless, Parent or any of its subsidiaries or any material portion of its or within ten (10) days following such subsidiary's business or assetscommencement, or any similar transaction that has not been approved by the Board of Directors of ParentDyax has publicly announced that it recommends that Dyax’s stockholders reject the offer; (d) join a partnershipprovided, limited partnership, syndicate or other group (other than a group consisting of CSH, its Permitted Transferees and any of their subsidiaries), or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act relating to any of the matters set forth in clauses (a), (b), (c) or (d); or (e) request, or induce or encourage any other person to requesthowever, that Parent amend such tender or waive any of the provisions exchange offer was not made in violation of this Section 4.6. The provisions of this Section 4.6 shall cease to apply at such time after the Merger as CSH and its affiliates collectively cease to beneficially own at least 25% of the Parent Common Stock acquired by CSH in the Merger9.

Standstill. None Each Purchaser agrees that, prior to the fifth anniversary of CSH the date hereof, it will not and will not permit any member of the Warburg Group or its Permitted Transferees any other controlled Affiliate to, in any manner, whether publicly or subsidiaries shall otherwise, directly or indirectly indirectly, without the prior written consent of the Company, (ai) acting alone acquire, agree to acquire or in concert with othersmake any public proposal to acquire, seek directly or indirectly, beneficial ownership of any voting securities or assets of the Company or any Subsidiary, (ii) enter into or publicly propose to effect a enter into, directly or indirectly, any merger or other business combination or similar transaction or change in of control of Parent involving the Company or the businessany Subsidiary, operations or policies of Parent; (biii) initiate or propose any stockholder proposal or make, or in any way, participate inway participate, directly or indirectly, in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Commission) to vote vote, or intentionally seek in an organized fashion to advise or influence any person Person with respect to the voting of, any Parent Voting Securities in a manner inconsistent with the position securities of the board Company or any Subsidiary, (iv) call, or seek to call, a meeting of directors the Company's stockholders or initiate any stockholder proposal 40 35 for action by stockholders of Parent the Company, (v) bring any action or become "participant" otherwise act to contest the validity of this Section 6.05 or seek a release of the restrictions contained herein, (vi) form, join or in any way participate in a "solicitationgroup" (as such terms are defined in Regulation 14A under within the meaning of Sections 13(d)(3) of the Exchange Act, as in effect on the date hereof) in opposition to the recommendation of the majority of the directors of Parent with respect to any matter; securities of the Company or any Subsidiary, (cvii) propose or other than any seat on the Board of Directors expressly granted to the Warburg Group in Section 5.09, seek to effect a mergerrepresentation on the Board of Directors of the Company, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition the removal of substantially all assets or other business combination involving, any directors from the Board of Directors of the Company or a tender change in the size or exchange offer composition of the Board of Directors of the Company (including, without limitation, voting for securities of, Parent or any of its subsidiaries or any material portion of its or such subsidiary's business or assets, or any similar transaction that has directors not been approved nominated by the Board of Directors of Parent; (d) join a partnership, limited partnership, syndicate or other group (other than a group consisting of CSH, its Permitted Transferees and any of their subsidiariesthe Company), (viii) enter into any discussions, negotiations, arrangements, understandings or otherwise act in concert agreements (whether written or oral) with any other person, for the purpose Person regarding any possible purchase of acquiring, holding, voting sale of any securities or disposing of Parent Voting Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) assets of the Exchange Act relating Company or any Subsidiary, (ix) disclose any intention, plan or arrangement inconsistent with the foregoing, (x) take, or solicit, propose to or agree with any other Person to take, any similar actions designed to influence the management or control of the matters set forth in clauses (a), (b), (c) Company or (d); or (exi) requestadvise, or induce assist or encourage any other person to request, that Parent amend or waive persons in connection with any of the provisions foregoing. Nothing in this Section 6.05 shall (i) limit any action taken by a Warburg Group Director in his or her capacity as a member of the Board of Directors of the Company, (ii) prohibit or restrict any Purchaser, any member of the Warburg Group or any other controlled Affiliate of any Purchaser from responding to any inquiries from any shareholders of the Company as to such Person's intention with respect to the voting of shares of Common Stock or any other voting securities of the Company beneficially owned by such Purchaser, any member of the Warburg Group or any other controlled Affiliate of any Purchaser so long as such response is consistent with the terms of this Agreement, (iii) prohibit or restrict a purchase, sale, merger, consolidation or other business combination transaction involving any portfolio company of any Purchaser, any member of the Warburg Group or any controlled Affiliate of any Purchaser so long as the purpose of such transaction is not the acquisition of voting securities or assets of the Company or any Subsidiary, (iv) prohibit the purchase or other acquisition of beneficial ownership of (A) any of the Securities, the Conversion Shares or the Warrant Shares, (B) any New Stock offered to the Eligible Purchasers pursuant to Section 4.6. The provisions 5.11 or (C) in an amount that, when taken together with the number of this shares of Common Stock beneficially owned by the Purchasers, the Warburg Group and the Purchasers' controlled Affiliates (excluding any Warrant 41 36 Shares issuable with respect to any then unexercised Warrants) and the number of shares of Common Stock issuable upon conversion of Preferred Shares beneficially owned by the Warburg Group (assuming the liquidation value of such Preferred Shares had accreted until the fifth anniversary of their date of issuance in accordance with Section 4.6 shall cease to apply at such time after 4 of the Merger as CSH and its affiliates collectively cease to beneficially own at least 25Certificate of Designation), would not exceed 9.9% of the Parent then outstanding Common Stock acquired by CSH Stock, (v) prohibit or restrict any agreement, arrangement, understanding, negotiation, discussion, disclosure or other action exclusively involving Warburg, its controlled Affiliates (other than any portfolio companies), the Purchasers, any member of the Warburg Group, and any employee, officer or director thereof or (vi) prohibit any notice to limited partners of a Warburg Group member in respect of a proposed distribution of securities of the MergerCompany to such limited partners.

Standstill. None of CSH or its Permitted Transferees or subsidiaries Each Seller agrees that such Seller shall directly or indirectly not ---------- (a) acting alone or in concert with others, seek to effect a change in affect or influence the control of the management or board of directors of Parent or the business, operations or policies of Parent; (b) deposit any shares of Parent Class A Common Stock or securities exercisable or exchangeable or convertible into shares of Parent Class A Common Stock, or other securities having the right to vote generally with shares of Parent Class A Common Stock (collectively "Parent Voting Securities") in a voting trust or subject any Parent Voting Securities to any proxy, arrangement or agreement with respect to the voting of such Parent Voting Securities or other agreement having similar effect; (c) initiate or propose any stockholder proposal or make, or in any way, participate in, directly or indirectly, any "solicitation" of "proxies" to vote vote, other than in connection with the Merger and the Merger Agreement, or intentionally seek in an organized fashion to influence any person with respect to the voting of, any Parent Voting Securities in a manner inconsistent with the position of the board of directors of Parent or become "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition to the recommendation of the majority of the directors of Parent with respect to any matter; (c) propose or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all assets or other business combination involving, or a tender or exchange offer for securities of, Parent or any of its subsidiaries or any material portion of its or such subsidiary's business or assets, or any similar transaction that has not been approved by the Board of Directors of Parent; (d) join a partnership, limited partnership, syndicate or other group (other than a group consisting of CSH, its Permitted Transferees and any of their subsidiaries)group, or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act relating to any of the matters set forth in clauses (a), (b), (c) or (dc); or (e) request, or induce or encourage take any other person to request, that Parent amend or waive any of the provisions of action inconsistent with this Section 4.69.10. The provisions of this Section 4.6 9.10 shall cease not apply to apply at any Seller following such time after the Merger Exchange as CSH and its affiliates collectively such Seller cease to beneficially own at least 25% of the Parent Common Stock Exchange Shares acquired by CSH such Seller in the MergerExchange.

Standstill. None of CSH or its Permitted Transferees or subsidiaries shall directly or indirectly (a) acting alone During the Standstill Period, each GP Party agrees solely for and on behalf of itself that it shall not, and shall cause its Affiliates and Associates not to, directly or indirectly: (i) make any public announcement or proposal with respect to, or publicly offer or propose, (A) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries, (B) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries or (C) any form of tender or exchange offer for Voting Securities, whether or not such transaction involves a Change of Control of the Company; it being understood that the foregoing shall not prohibit a GP Party or its Affiliates or Associates from (I) selling or tendering their shares of Common Stock, and otherwise receiving consideration, pursuant to any such transaction or (II) voting on any such transaction in accordance with Section 3; (ii) engage in, or knowingly assist in the engagement in (including, but not limited to, engagement by use of or in concert coordination with othersa universal proxy card), seek any solicitation of proxies or written consents to effect a change in control of Parent or the business, operations or policies of Parent; (b) initiate or propose vote any stockholder proposal or makeVoting Securities, or conduct, or assist in the conducting of, any type of binding or nonbinding referendum with respect to any Voting Securities, or assist or participate in any other way, participate in, directly or indirectly, in any "solicitation" solicitation of "proxies" to vote proxies (or intentionally seek in an organized fashion to influence any person written consents) with respect to to, or from the voting holders of, any Parent Voting Securities Securities, or otherwise become a “participant” in a manner inconsistent with the position of the board of directors of Parent or become "participant" in a "“solicitation" (,” as such terms are 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, and with the rules and regulations thereunder (the “Exchange Act”), as in effect on the date hereof) in opposition to the recommendation vote any securities of the majority of the directors of Parent with respect to Company (including, but not limited to, by initiating, encouraging or participating in any matter; (c) propose “withhold” or seek to effect a mergersimilar campaign), consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all assets or other business combination involving, or a tender or exchange offer for securities of, Parent or any of its subsidiaries or any material portion of its or such subsidiary's business or assets, or any similar transaction that has not been approved by the Board of Directors of Parent; (d) join a partnership, limited partnership, syndicate or other group (in each case other than in a group consisting of CSH, its Permitted Transferees and any of their subsidiaries), or otherwise act in concert manner that is consistent with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become Board’s recommendation on a "person" within the meaning of Section 13(d)(3) of the Exchange Act relating to any of the matters set forth in clauses (a), (b), (c) or (d); or (e) request, or induce or encourage any other person to request, that Parent amend or waive any of the provisions of this Section 4.6. The provisions of this Section 4.6 shall cease to apply at such time after the Merger as CSH and its affiliates collectively cease to beneficially own at least 25% of the Parent Common Stock acquired by CSH in the Merger.matter;