Common use of Standstill Clause in Contracts

Standstill. The Investors agree that until the later of (x) the third anniversary of the date of this Agreement, and (y) the date on which the Investors no longer have the right to designate or nominate a Director Nominee pursuant to Section 1, without the prior written consent of the Company, such Investors will not at any time, nor will they cause or permit any of their respective controlled Affiliates (as defined in the Purchase Agreement) to: (a) effect or seek, offer or 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 (as defined in the Purchase Agreement) 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, indebtedness or businesses of the Company or its Subsidiaries (as defined in the Purchase Agreement), (ii) any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its Subsidiaries; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any Person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board or policies of the Company or to obtain representation on the Board of the Company (other than pursuant to the terms of this Agreement); (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; it being understood that nothing in this Section 3 shall (x) restrict or prohibit the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt securities of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) above.

Standstill. The Investors agree that until Shareholder agrees that, for a period of two years from the later of (x) the third anniversary of the date of this AgreementEffective Time, and (y) the date on which the Investors no longer unless such shall have the right to designate or nominate a Director Nominee pursuant to Section 1been specifically invited in writing by MAPICS, without the prior written consent of the Company, such Investors will not at any time, neither Shareholder nor will they cause or permit any of their respective controlled Affiliates its directors, officers or employees (as defined collectively, "Representatives"), will in the Purchase Agreement) to: any manner, directly or indirectly, (a) effect or seek, offer or 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 assist any other Person (as defined in the Purchase Agreement) 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), assets of MAPICS or any assets, indebtedness of its Subsidiaries; provided that Shareholder may acquire shares of MAPICS equal to or businesses less than five percent (5%) of the Company or its Subsidiaries (as defined number of shares issued to Shareholder in the Purchase Agreement)Merger, (ii) any tender or exchange offer, merger or other business combination involving the Company MAPICS or any of its Subsidiaries Subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or assets other extraordinary transaction with respect to MAPICS or any of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, or (iiiiv) any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its Subsidiaries; MAPICS, (b) form, join or in any way participate in a “"group” " (as defined under the Exchange 1934 Act) with respect other than any "group" that may be deemed to be formed by thix Xxxxxxent or by the Company or otherwise act in concert with any Person in respect of any such securities; Investor Rights Agreement, (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board board of directors or policies of the Company or to obtain representation on the Board of the Company (other than pursuant to the terms of this Agreement); MAPICS, (d) take any action which would or would reasonably be expected to might force the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; , or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; it being understood that nothing in this Section 3 shall . Shareholder also agrees during such period not to request MAPICS (x) restrict or prohibit the Appointed Director from taking its directors, officers, employees, advisors or agents), directly or indirectly, to amend or waive any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 provision of this Agreement, in each case, in accordance with the terms paragraph (including this sentence). Shareholder acknowledges that Shareholder is aware (and that its Representatives who are apprised of this Agreementmatter have been advised) that the United States securities laws prohibit Shareholder, its Representatives, and any person who has received material non-public information about MAPICS from purchasing or (z) restrict the Investors acquisition of equity or debt selling securities of the Company MAPICS or from communicating such information to any of its Subsidiaries, other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or voting sell such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to in reliance on such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) aboveinformation.

Standstill. The Investors agree that until the later of (x) the third anniversary Each of the Vivendi Parties, on behalf of itself and its Controlled Affiliates, hereby agrees, that for the period commencing on the date of this Agreement, hereof and (y) ending six months after the first date on which Vivendi and its Controlled Affiliates, in the Investors no longer have the right to designate or nominate a Director Nominee pursuant to Section 1aggregate, without the prior written consent beneficially own less than 5% of the Companyissued and outstanding Common Stock, such Investors will not at any time, none of the Vivendi Parties nor will they cause or permit any of their respective controlled Controlled Affiliates (as defined will, in the Purchase Agreement) toany manner, directly or indirectly: (a) effect or seekacquire, offer or propose (whether publicly to acquire, or agree or seek to acquire, or solicit the acquisition of, by purchase 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 (as defined in the Purchase Agreement) to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities Common Stock (or beneficial ownership thereof), ) or rights or options to acquire any securities Common Stock (or beneficial ownership thereof) or commence any tender or exchange offer for any Common Stock (or beneficial ownership thereof); provided, however, that this clause (a) shall not (i) apply to Common Stock or rights to acquire Common Stock issued by the Company to Vivendi or any assetsof its Controlled Affiliates as a dividend, indebtedness distribution or businesses otherwise in respect of any Common Stock owned by Vivendi and its Controlled Affiliates immediately after giving effect to the Purchase Transaction or (ii) prohibit Vivendi or any of its Controlled Affiliates from purchasing shares of Common Stock issued by the Company pursuant to any public offering of Common Stock conducted by the Company; (b) call or seek to call a meeting of the stockholders of the Company or its Subsidiaries (as defined in the Purchase Agreement), (ii) initiate any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries or assets stockholder proposal for action by stockholders of the Company or its Subsidiaries constituting a significant portion of engage in the consolidated assets of the Company and its Subsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company Company, including soliciting consents or any taking other action with respect to the calling of its Subsidiariesa special meeting of the Company’s stockholders; (bc) form, join or in any way participate in a “group” (as defined under the Exchange ActAct and the rules and regulations thereunder) with respect to the Company or otherwise act in concert with any Person in respect Common Stock (other than to the extent that Vivendi and its Controlled Affiliates constitute a “group” as of any such securitiesthe date hereof); (cd) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board board of directors or policies of the Company or to obtain representation on the Board board of directors of the Company; (e) 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 or similar transaction relating to all or part of the Company or any of its subsidiaries or any acquisition transaction for all or part of the assets of the Company or any of its subsidiaries or any of their respective businesses or any recapitalization, restructuring, change in control or similar transaction involving the Company or any of its subsidiaries; (f) request that the Company or the Board amend, waive or otherwise consent to any action inconsistent with any provision of this Section 3.3, (g) enter into any discussions, negotiations, arrangements or understandings with any other than pursuant person with respect to any of the foregoing activities; (h) advise, assist, encourage, act as a financing source for or other otherwise invest in any other person in connection with any of the foregoing; (i) publicly disclose through its authorized representatives any intention, plan or arrangement inconsistent with any of the foregoing; or (j) expressly take any initiative with respect to the terms of this Agreement); (d) take any action Company which would or would reasonably be expected to force could require the Company to make a public announcement regarding (A) such initiative or (B) any of the types foregoing activities. For purposes of matters set forth in clause (a) above; this Section 3.3, the term “Common Stock” shall be deemed to include any other equity securities of the Company. The Company and Games acknowledge and agree that no transfer, sale or (e) enter into any discussions or arrangements with any third party other transaction with respect to any of the foregoing; it being understood that nothing in this Section 3 shall (x) restrict or prohibit the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt securities of the Company Remaining Shares between Vivendi or any of its SubsidiariesControlled Affiliates, on the one hand, and Vivendi or voting such securities (subject to any of its Controlled Affiliates, on the provisions of other hand, that is not prohibited under Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise 7.4 of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) abovePurchase Agreement shall be prohibited by this Section 3.3.

Standstill. The Investors agree Until the date is one year following the earlier to occur of the time that until the later of (x) the third anniversary of Designated Stockholder irrevocably waives the date of this Agreement, rights set forth in Section 2.4 and is no longer entitled to designate or nominate at least one (1) Investor Director pursuant to Section 2.1(a) or (y) the date on which the Investors Designated Stockholder is no longer have entitled to the right to designate or nominate a Director Nominee pursuant to rights set forth in Section 12.4, without the prior written consent of unless specifically invited in writing by the Company, such Investors will not at neither any timeInvestor Stockholder, any current or former Elevation Entity, nor will they cause any Investor Stockholder’s (1) current or permit any of their respective former members, officers, directors or partners or (2) current employees, agents, advisors or controlled Affiliates (as defined collectively “Representatives”) will in the Purchase Agreement) toany manner, directly or indirectly: (a) effect or seek, offer or 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 (as defined in the Purchase Agreement) 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, indebtedness or businesses of the Company or any of its Subsidiaries (as defined in the Purchase Agreement)or controlled Affiliates, (ii) any tender or exchange offer, merger or other business combination involving the Company or Company, any of its Subsidiaries or controlled Affiliates or assets of the Company or its Subsidiaries or controlled Affiliates constituting a significant portion of the consolidated assets of the Company, its Subsidiaries or controlled Affiliates, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company and or any of its SubsidiariesSubsidiaries or controlled Affiliates, or (iiiiv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange CommissionSEC) or consents to vote any voting securities of the Company or any of its Subsidiariescontrolled Affiliates (provided that this clause (a) shall not affect or limit a Transfer made in accordance with Section 3.1(d)); (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any Person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board or policies of the Company or to obtain representation on the Board (provided that this clause (c) shall not affect or limit (x) an Investor Director’s actions in the exercise of such Investor Director’s fiduciary duties as a Director in and of itself or (y) the exercise in and of itself of the Company (other than pursuant to the terms of Designated Stockholder’s or Investor Stockholders’ rights or obligations set forth in this Agreement); (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; it being understood . Each Investor Stockholder also agrees during such period not to request that nothing in this Section 3 shall (x) restrict or prohibit the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt securities of the Company or any of its SubsidiariesRepresentatives, directly or voting such securities indirectly, amend or waive any provision of this paragraph (subject to including this sentence). To the provisions of extent that this Section 2) 5.5 conflicts with the Confidentiality Agreement (as defined in the Purchase Agreement), this Section 5.5 shall govern, and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would Confidentiality Agreement shall not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) aboveapply.

Standstill. The Investors agree that until Shareholder agrees that, for a period of two years from the later of (x) the third anniversary of the date of this AgreementEffective Time, and (y) the date on which the Investors no longer unless such shall have the right to designate or nominate a Director Nominee pursuant to Section 1been specifically invited in writing by MAPICS, without the prior written consent of the Company, such Investors will not at any time, neither Shareholder nor will they cause or permit any of their respective controlled Affiliates its directors, officers or employees (as defined collectively, “Representatives”), will in the Purchase Agreement) to: any manner, directly or indirectly, (a) effect or seek, offer or 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 assist any other Person (as defined in the Purchase Agreement) 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), assets of MAPICS or any assets, indebtedness of its Subsidiaries; provided that Shareholder may acquire shares of MAPICS equal to or businesses less than five percent (5%) of the Company or its Subsidiaries (as defined number of shares issued to Shareholder in the Purchase Agreement)Merger, (ii) any tender or exchange offer, merger or other business combination involving the Company MAPICS or any of its Subsidiaries Subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or assets other extraordinary transaction with respect to MAPICS or any of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, or (iiiiv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its Subsidiaries; MAPICS, (b) form, join or in any way participate in a “group” (as defined under the Exchange Act0000 Xxx) with respect other than any “group” that may be deemed to be formed by this Agreement or by the Company or otherwise act in concert with any Person in respect of any such securities; Investor Rights Agreement, (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board board of directors or policies of the Company or to obtain representation on the Board of the Company (other than pursuant to the terms of this Agreement); MAPICS, (d) take any action which would or would reasonably be expected to might force the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; , or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; . Shareholder also agrees during such period not to request MAPICS (or its directors, officers, employees, advisors or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence). Shareholder acknowledges that Shareholder is aware (and that its Representatives who are apprised of this matter have been advised) that the United States securities laws prohibit Shareholder, its Representatives, and any person who has received material non-public information about MAPICS from purchasing or selling securities of MAPICS or from communicating such information to any other person under circumstances in which it being understood is reasonably foreseeable that nothing such person is likely to purchase or sell such securities in reliance on such information. Solely for the purposes of this Section 3 2.6, the term “Shareholder” shall (x) restrict or prohibit the Appointed Director from taking any actionmean Xxxxxxxx X. Xxx, Fallen Angel Equity Fund, L.P., Fallen Angel Capital, L.L.C., MSDW Venture Partners IV, Inc., MSDW Venture Partners IV, L.L.C., Xxxxxx Xxxxxxx Xxxx Xxxxxx Venture Partners IV, L.P., Xxxxxx Xxxxxxx Xxxx Xxxxxx Venture Investors IV, L.P., Xxxxxx Xxxxxxx Xxxx Xxxxxx Venture Offshore Investors IV, L.P., Xxxxxx Xxxxxxx Xxxx Xxxxxx Equity Funding, Inc., Originators Investment Plan, L.P., or refraining from taking any actionMSDW OIP Investors, which he or she determinesInc., in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt securities of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) aboveapplicable.

Standstill. (a) The Investors agree that Shareholder agrees with the Company that, from the date hereof until the later of Fallaway Date set forth in paragraph (x) the third anniversary of the date of this Agreementc), it shall not, and (y) the date on which the Investors no longer have the right to designate shall cause each of its Affiliates not to, directly or nominate a Director Nominee pursuant to Section 1indirectly, without the prior written consent of the Company, such Investors will not at any time, nor will they cause or permit any of their respective controlled Affiliates (as defined in the Purchase Agreement) to: (a) effect or seek, offer or 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 (as defined in the Purchase Agreement) to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (acquire, agree to acquire, propose, seek or beneficial ownership thereof)offer to acquire, or rights facilitate the acquisition or options to acquire ownership of, any securities (or beneficial ownership thereof), Company Securities or any assets, indebtedness or businesses assets of the Company or any of its Subsidiaries (Subsidiaries, provided that the Shareholder may acquire additional Company Securities so long as defined in the Purchase Agreement)Shareholder’s and its Affiliate’s aggregate beneficial ownership of Company Securities, as a result of such acquisition, does not exceed 17.5% of the issued and outstanding Ordinary Shares (ii) make any public announcement with respect to, or publicly offer, seek, propose, indicate an interest in (in each case, with or without conditions), any merger, consolidation, business combination, tender or exchange offer, merger recapitalization, reorganization or other business combination involving the Company or its Subsidiaries or assets purchase of the Company or its Subsidiaries constituting a significant material portion of the consolidated assets of the Company and its Subsidiariesassets, properties or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting 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, or enter into any discussions, negotiations, arrangements, understandings or agreements (bwhether written or oral) with any other Person regarding any of the foregoing, (iii) make, or in any way participate or engage in, any solicitation of proxies (whether or not relating to the election or removal of directors) to vote, or advise or influence any person with respect to the voting 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 a copy of the stock ledger list of shareholders or any other books and records of the Company, (vi) 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” (as defined under within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Company or otherwise act in concert with any Person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board or policies of the Company or to obtain representation on the Board voting securities of the Company (other than with any of the Shareholder’s Affiliates or pursuant to this Agreement and the terms of this Agreementtransactions contemplated hereby), (viii) publicly disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; (dix) take any action which would or would reasonably be expected to force that would, in effect, require the Company to make a public announcement regarding the possibility of a transaction or any of the types events described in this Section 3.01(a), (x) advise, assist or encourage or enter into any negotiations, agreements or arrangements with any other Persons in connection with the foregoing, (xi) request the Company or any of matters set forth its Representatives, directly or indirectly, to amend or waive any provision of this Section 3.01(a) in clause a public communication or in a communication intended to require the Company to make a public disclosure, (axii) above; contest the validity of this Section 3.01(a) or make, initiate, take or participate in any action or proceeding (elegal or otherwise) or proposal to amend, waive or termination any provision of this Section 3.01(a), (xiii) enter into any discussions agreement, arrangement or arrangements with any third party understanding with respect to any of the foregoing; it being understood that nothing in this Section 3 shall foregoing or (xxiv) restrict knowingly encourage or prohibit the Appointed Director from taking knowingly facilitate others to do any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt securities of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) aboveforegoing.

Standstill. (a) The Investors agree that Shareholder agrees with the Company that, from the date hereof until the later of (x) the third anniversary of the date of this AgreementFallaway Date set forth in paragraph ‎(c), it shall not, and (y) the date on which the Investors no longer have the right to designate shall cause each of its Affiliates not to, directly or nominate a Director Nominee pursuant to Section 1indirectly, without the prior written consent of the Company, such Investors will not at any time, nor will they cause or permit any of their respective controlled Affiliates (as defined in the Purchase Agreement) to: (a) effect or seek, offer or 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 (as defined in the Purchase Agreement) to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (acquire, agree to acquire, propose, seek or beneficial ownership thereof)offer to acquire, or rights facilitate the acquisition or options to acquire ownership of, any securities (or beneficial ownership thereof), Company Securities or any assets, indebtedness or businesses assets of the Company or any of its Subsidiaries (Subsidiaries, provided that the Shareholder may acquire additional Company Securities so long as defined in the Purchase Agreement)Shareholder’s and its Affiliate’s aggregate beneficial ownership of Company Securities, as a result of such acquisition, does not exceed 17.5% of the issued and outstanding Ordinary Shares (ii) make any public announcement with respect to, or publicly offer, seek, propose, indicate an interest in (in each case, with or without conditions), any merger, consolidation, business combination, tender or exchange offer, merger recapitalization, reorganization or other business combination involving the Company or its Subsidiaries or assets purchase of the Company or its Subsidiaries constituting a significant material portion of the consolidated assets of the Company and its Subsidiariesassets, properties or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting 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, or enter into any discussions, negotiations, arrangements, understandings or agreements (bwhether written or oral) with any other Person regarding any of the foregoing, (iii) make, or in any way participate or engage in, any solicitation of proxies (whether or not relating to the election or removal of directors) to vote, or advise or influence any person with respect to the voting 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 a copy of the stock ledger list of shareholders or any other books and records of the Company, (vi) 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” (as defined under within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Company or otherwise act in concert with any Person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board or policies of the Company or to obtain representation on the Board voting securities of the Company (other than with any of the Shareholder’s Affiliates or pursuant to this Agreement and the terms of this Agreementtransactions contemplated hereby), (viii) publicly disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; (dix) take any action which would or would reasonably be expected to force that would, in effect, require the Company to make a public announcement regarding the possibility of a transaction or any of the types events described in this Section 3.01(a), (x) advise, assist or encourage or enter into any negotiations, agreements or arrangements with any other Persons in connection with the foregoing, (xi) request the Company or any of matters set forth its Representatives, directly or indirectly, to amend or waive any provision of this Section 3.01(a) in clause a public communication or in a communication intended to require the Company to make a public disclosure, (axii) above; contest the validity of this ‎Section 3.01(a) or make, initiate, take or participate in any action or proceeding (elegal or otherwise) or proposal to amend, waive or termination any provision of this ‎Section 3.01(a), (xiii) enter into any discussions agreement, arrangement or arrangements with any third party understanding with respect to any of the foregoing; it being understood that nothing in this Section 3 shall foregoing or (xxiv) restrict knowingly encourage or prohibit the Appointed Director from taking knowingly facilitate others to do any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt securities of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) aboveforegoing.

Standstill. The Investors agree that until In connection with the later of (x) the third anniversary of the date of this Agreement, and (y) the date on which the Investors no longer have the right to designate or nominate a Director Nominee pursuant to Section 1, without the prior written consent Stockholder’s acquisition of the Company’s Common Stock pursuant to the Merger Agreement, such Investors the Stockholder hereby agrees that, for a period of two (2) years from the date hereof, it will not at any timenot, nor will they cause directly or permit any indirectly (whether through or with an Affiliate (as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of their respective controlled Affiliates 1934, as amended (the “Exchange Act”), or as part of a Group (as defined in Section 13d-5(b)(1) of the Purchase Agreement) to: (a) effect Exchange Act)), acquire or seekoffer, offer make a proposal or propose agree to acquire (whether publicly or otherwise) to effect), or announce any intention to effect or cause or participate in or in any way assistmanner, facilitate or encourage any other Person (as defined in the Purchase Agreement) 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, indebtedness or businesses of the Company or its Subsidiaries (as defined in the Purchase Agreement), (ii) any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries or material assets of the Company or its Subsidiaries constituting a significant portion subsidiaries, or any securities entitled to vote generally in the election of directors of the consolidated assets Company, or any direct or indirect rights or options or warrants to acquire any such securities or any securities convertible into or exercisable or exchangeable for such securities, whether or not such securities are so convertible, exercisable or exchangeable at the time of determination (“Voting Securities”) of the Company and Company, except pursuant to the Merger Agreement or in connection with a stock split, stock dividend, recapitalization, reclassification or similar transaction. If the Stockholder or any of its SubsidiariesAffiliates owns or acquires any Voting Securities in violation of this Letter Agreement, or (iii) any “solicitation” such Voting Securities shall immediately be disposed of “proxies” (as such terms to persons who are used in the proxy rules not Affiliates of the Securities and Exchange Commission) or consents Stockholder; provided, however, that the Company may also pursue any other available remedy to vote any voting which it may be entitled as a result of such violation. Notwithstanding the foregoing, the Stockholder may acquire additional equity securities of the Company including, without limitation, Voting Securities (i) upon the prior approval of the Company’s Board of Directors (the “Board”), which shall not be unreasonably withheld or any of delayed, or (ii) in connection with a direct issuance by the Company in an amount necessary to maintain its Subsidiaries; (b) form, join or percentage equity interest in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any Person in respect of any such securities; (c) otherwise act, alone or in concert with others, greater amount as may be agreed to seek representation on or to control or influence the management, Board or policies of the Company or to obtain representation on by the Board of the Company (other than pursuant to the terms of this Agreement); (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; it being understood that nothing in this Section 3 shall (x) restrict or prohibit the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt securities of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) above.

Standstill. The Investors agree that Except as otherwise provided in this Agreement or the Certificate of Designations, until the later of (x) the third anniversary of the date of this Agreement, and (y) the date on which the Investors Series A Director no longer have serves on the right to designate or nominate a Director Nominee pursuant to Section 1Board of Directors, without the prior written consent or invitation of the CompanyBoard of Directors, such Investors the Purchaser will not at any time, nor will they it cause or permit any of their respective controlled its Affiliates (as defined in the Purchase Agreement) to: (a) effect or seek, offer or publicly propose (whether publicly or otherwise) to effect, or publicly announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other Person (as defined in the Purchase Agreement) person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any equity securities (or beneficial ownership thereof), ) or rights or options to acquire any equity securities (or beneficial ownership thereof), or any assets, indebtedness securities convertible into or businesses exchangeable for any such equity securities (or beneficial ownership thereof) of the Company or Company, other than by Purchaser and its Subsidiaries Affiliates in a transaction pursuant to which Purchaser and its Affiliates would beneficially own no more than five percent (as defined 5%) in the Purchase aggregate of the outstanding shares of the Company’s Common Stock (excluding any Purchased Common Shares acquired by the Purchaser or such Affiliate pursuant to this Agreement), ) after such transaction or any exercise of the Purchaser’s rights to acquire New Securities pursuant to Article VI or (ii) any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries or purchase of assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries; (b) make, participate in or (iii) encourage any “solicitation” (as such term is used in the proxy rules of SEC) of proxies or consents with respect to the election or removal of directors or any other matter or proposal; (c) become a “proxiesparticipant” (as such terms are term is used in the proxy rules of the Securities and Exchange CommissionSEC) in any such solicitation of proxies or consents to vote any voting securities of the Company or any of its Subsidiariesconsents; (bd) formseek to advise, join encourage or in influence any way participate in a “group” (as defined under the Exchange Act) Person with respect to the Company voting or disposition of any of the securities of the Company; or (e) initiate, encourage or participate, directly or indirectly, in any “vote no,” “withhold” or similar campaign; (f) otherwise act in concert with any Person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board management or policies of the Company or to obtain representation on the Board of Directors of the Company (other than beyond their right to do so based on their representation on the Board of Directors pursuant to the terms of this AgreementSection 4.1); (dg) take publicly submit any action which would shareholder proposal to the Company, (h) publicly propose any change of control or would reasonably be expected to force other material transaction involving the Company to make a public announcement regarding any of the types of matters set forth in clause (a) aboveCompany; or (ei) enter into any discussions join or arrangements participate in a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any third party (excluding, for the avoidance of doubt, the Purchaser Parties) with respect to the voting of any securities of the foregoingCompany; it being understood that nothing in this Section 3 4.4 shall (xv) restrict or prohibit the Appointed a Series A Director or Purchaser Nominee, as applicable, from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill or appropriate in light of his or her fiduciary duties as a member of the Board of Directors, (w) restrict or prohibit the making or submission to the Company and/or the Board of Directors any proposal by the Purchaser Parties that would not reasonably be expected to result in the Company being obligated to publicly disclose such proposal, (x) restrict or prohibit participation in rights offerings made by the Company to all holders of Common Stock, (y) restrict or prohibit the Investors’ acquisition Purchaser’s acquisition, disposition, sale or Transfer of the Purchased Shares (including the accretion of dividends thereon and any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreementpayable in any other security), in each case, in accordance with the terms of this AgreementAgreement and, with respect to the Series A Preferred Stock, the Certificate of Designations or (z) limit or restrict the Investors acquisition of equity or debt securities of the Company any Transfer pursuant to a Permitted Loan or any foreclosure thereunder or Transfer in lieu of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) aboveforeclosure thereunder.

Standstill. The Investors agree Each Purchaser agrees that until the later of (x) the third first anniversary of the date of this Agreement, and (y) the date on which the Investors no longer have the right to designate or nominate a Director Nominee pursuant to Section 1, without the prior written consent of the Company, such Investors it will not at any time, nor will they it cause or permit any of their respective controlled its Affiliates (as defined in the Purchase Agreement) to: (a) effect or seek, offer or 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 (as defined in the Purchase Agreement) 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)) of the Company, or rights or options to acquire any securities (or beneficial ownership thereof)) of the Company, or any assets, indebtedness or businesses of the Company or its Subsidiaries (as defined in the Purchase Agreement)Company, (ii) any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its SubsidiariesCompany, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its SubsidiariesAffiliates; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any Person 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 (other than pursuant to the terms of this Agreement)Company; or (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; it being understood that nothing in this Section 3 5.5 shall (x) restrict or prohibit the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member Purchaser’s acquisition of the Board Securities (yincluding the accretion of dividends thereon and any dividends payable in any other security) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, the Warrants or (z) restrict the Investors acquisition of equity or debt securities of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) abovePre-Funded Warrants.

Standstill. The Investors agree Purchaser agrees that until the later of (x) date that is the third one year anniversary of the date of this Agreement, and Preferred Closing Date (y) or the date on which Initial Closing Date in the Investors no longer have event that the right to designate or nominate a Director Nominee pursuant to Section 1Preferred Closing does not occur), without the prior written consent of the Company, such Investors it will not at any time, nor will they it cause or permit any of their respective controlled its Affiliates (as defined in the Purchase Agreement) to: (a) effect or knowingly seek, publicly offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way knowingly assist, facilitate or encourage any other Person (as defined in the Purchase Agreement) 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, indebtedness or businesses of the Company or its Subsidiaries (as defined in the Purchase Agreement)Subsidiaries, or (ii) any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its Subsidiaries; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any Person in respect of any such securitiesforegoing; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board or policies of the Company or to obtain representation on the Board of the Company (other than pursuant to the terms of this Agreement); (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (ed) enter into any discussions or arrangements with any third party with respect to any of the foregoing; it being understood that nothing in this Section 3 4.4 shall (x1) restrict or prohibit the Appointed Director Purchaser Designee from taking any action, or refraining from taking any action, which he or she the Purchaser Designee determines, in his or her the Purchaser Designee’s reasonable discretion, is necessary to fulfill his or her the Purchaser Designee’s fiduciary duties as a member of the Board of Directors; (y2) restrict or prohibit the Investors’ Purchaser’s acquisition of any Equity Securities paid as dividends or acquired pursuant Common Stock, if after giving effect to Section 4 such transaction, Purchaser and its Affiliates beneficially own (within the meaning of this AgreementRule 13d-3 under the Exchange Act), in each casethe aggregate, a number of shares of Common Stock that is less than twenty-seven and one-half percent (27.5%) of the total shares of Common Stock outstanding, plus (I) any additional Common Stock acquired through the accretion of dividends thereon and on the Series B Preferred Stock and any dividends payable in accordance with any other security and (II) any Common Stock issued to the Purchaser Designee in the form of director compensation; (3) restrict or prohibit Purchaser from engaging in discussions that may be deemed to encourage a passive investment in the Company’s stock and which would not, under any circumstances, reasonably be expected to result in an acquisition that would require a filing by any participant of a beneficial ownership report on Schedule 13D, (4) restrict or prohibit the Purchaser from participating in a tender or exchange offer, merger, consolidation, division, acquisition, reorganization or recapitalization involving the Company that has been recommended or approved by a majority of the Board of Directors without violation of the terms of this AgreementSection 4.4, or (z5) restrict or prohibit the Investors acquisition of equity or debt securities Purchaser from any action set forth in this Section 4.4 following the date the Company commences a voluntary case under Title 11 of the Company United States Bankruptcy Code or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) aboveother similar insolvency laws.

Standstill. The Investors agree that until GSK agrees that, for a period commencing on the later of Effective Date and expiring on the fifth (x5th) the third anniversary of the date of this Agreementthereof, and (y) the date on which the Investors no longer have the right to designate or nominate a Director Nominee except pursuant to Section 1the terms of a specific written invitation in writing by the Chief Executive Officer of Amgen, without the prior written consent or except as otherwise approved by Amgen’s Board of the CompanyDirectors, such Investors will not at any time, neither GSK nor will they cause or permit any of their respective controlled its Affiliates (as defined will in the Purchase Agreement) toany manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or propose (whether publicly or otherwise) to effect, or cause or participate in in, or in any way assist, facilitate or encourage any other Person (as defined in the Purchase Agreement) to effect or seek, offer or propose (whether publicly or otherwise) to effect effect, or cause or participate in, : (i) any acquisition of any securities Voting Securities (or beneficial ownership thereof)) of Amgen or its Affiliates, or rights or options to acquire any securities Voting Securities (or beneficial ownership thereof)) of Amgen or its Affiliates, or any assets, indebtedness or businesses of the Company Amgen or its Subsidiaries (as defined in the Purchase Agreement), Affiliates; (ii) any tender or exchange offer, merger or other business combination involving the Company or Amgen, any of its Subsidiaries Affiliates or assets of the Company Amgen or its Subsidiaries Affiliates constituting a significant portion of the consolidated assets of the Company Amgen and its SubsidiariesAffiliates; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Amgen or any of its Affiliates; or (iiiiv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities Voting Securities of the Company Amgen or any of its SubsidiariesAffiliates; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) ), with respect to the Company Amgen or otherwise act in concert with any Person person in respect of any such securitiesVoting Securities of Amgen or any of its Affiliates; (c) otherwise act, alone or in concert with othersothers (including by providing financing for another person), to seek representation on or to control or influence the management, Board of Directors or policies of the Company Amgen or to obtain representation on the Board of the Company (other than pursuant to the terms Directors of this Agreement)Amgen; (d) take any action which would or would reasonably be expected to force the Company Amgen to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (e) enter into any discussions or arrangements with any third party Third Party with respect to any of the foregoing; it being understood that nothing in this Section 3 shall (x) restrict or prohibit the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt securities of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) above.

Standstill. The Investors agree b) Until the expiration of six (6) months after the Termination Date (such period, the “Standstill Period”), the Stockholder agrees that until the later of (x) the third anniversary of the date of this Agreement, and (y) the date on which the Investors no longer have the right to designate or nominate a Director Nominee pursuant to Section 1, without the prior written consent of the CompanyGEE Board, none of the Stockholder or its Affiliates will in any manner, directly or indirectly, (i) by purchase or otherwise, acquire, or propose or agree to acquire, ownership (of record or beneficially) of any securities issued by GEE or any direct or indirect rights (including, without limitation, any convertible, derivative or synthetic securities) or options to acquire (or otherwise act in concert with any person which so acquires, offers to acquire or agrees to acquire) such Investors will not at ownership (other than solely from an action by GEE such as a stock split, dividend or recapitalization; any timerights granted to all stockholders of GEE, nor will they cause or permit any GEE securities that may be issued to the Stockholder as part of their respective controlled Affiliates (as defined in the Deferred Consideration Amount under the Purchase Agreement; or in connection with Board service by the Nominee); (ii) to: submit any proposal for, or otherwise offer to enter into, a transaction with GEE involving the acquisition (a) effect or seekby merger, offer or propose (whether publicly tender offer, purchase, statutory share exchange or otherwise) of ownership (including, but not limited to, beneficial ownership) of any securities issued by GEE; (iii) acquire or agree to effectacquire or effect control of GEE or directly or indirectly form, join, participate or announce encourage the formation of any intention group (other than with its Affiliates) within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to effect any voting securities of GEE or cause in order to acquire or participate in affect control of GEE; (iv) make, or in any way assistparticipate, facilitate directly or encourage any other Person (as defined indirectly in the Purchase Agreement) 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, indebtedness or businesses of the Company or its Subsidiaries (as defined in the Purchase Agreement), (ii) any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, or (iii) any “solicitation” of “proxies” proxies to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its Subsidiaries; (b) form, join or become a participant in any way participate in a “group” (as defined under the Exchange Act) proxy solicitation or seek to advise or influence any person with respect to the Company voting of any securities issued by GEE; or otherwise act (v) initiate, propose or solicit votes for any stockholder proposal or induce or attempt to induce any other person to initiate any stockholder proposal (other than any stockholder proposals recommended by the GEE Board); (vi) call or seek to have called any meeting of the stockholders of GEE or execute any written consent in lieu of a meeting of holders of any securities of GEE; (vii) other than the Nominee, seek election or seek to place a representative on the GEE Board or seek the removal of any member of the GEE Board, in any case alone or in concert with any Person in respect of any such securitiesothers; (cviii) otherwise actotherwise, directly or indirectly, alone or in concert with others, to seek representation on or to control or influence the management, Board or policies of the Company or to obtain representation on the Board of the Company (other than pursuant to the terms of this Agreement); (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in clause (a) aboveGEE; or (eix) enter into make any discussions or arrangements with any third party public announcement with respect to any of the foregoing; it being understood that nothing in this Section 3 shall (x) restrict or prohibit the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt securities of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) above.

Standstill. The Investors agree that Except as otherwise provided in this Agreement or the Certificate of Designations, until the later of (xi) one (1) year after the third anniversary of the date of this Agreement, Closing and (yii) the date on which the Investors Purchaser is no longer have the right entitled to designate or nominate a Director Nominee one director to the Board of Directors pursuant to Section 14.1, without the prior written consent of the Company, such Investors the Purchaser will not at any time, nor will they it cause or permit any of their respective controlled its Affiliates (as defined in the Purchase Agreement) to: (a) effect or seek, offer or publicly propose (whether publicly or otherwise) to effect, or publicly announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other Person (as defined in the Purchase Agreement) person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any equity securities (or beneficial ownership thereof), ) or rights or options to acquire any equity securities (or beneficial ownership thereof), or any assets, indebtedness securities convertible into or businesses exchangeable for any such equity securities (or beneficial ownership thereof) of the Company or Company, other than by Purchaser and its Subsidiaries Affiliates in a transaction pursuant to which Purchaser and its Affiliates would beneficially own no more than five percent (as defined 5%) in the Purchase Agreement), aggregate of the outstanding shares of the Company’s Common Stock (excluding conversion of the shares of Series A Preferred Stock and any Conversion Shares then held by the Purchaser or such Affiliate) after such transaction or any exercise of the Purchaser’s rights to acquire New Securities pursuant to Article VI; (ii) any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries; (b) make, participate in or (iii) encourage any “solicitation” (as such term is used in the proxy rules of SEC) of proxies or consents with respect to the election or removal of directors or any other matter or proposal; (ii) become a “proxiesparticipant” (as such terms are term is used in the proxy rules of the Securities and Exchange CommissionSEC) in any such solicitation of proxies or consents to vote any voting securities of the Company or any of its Subsidiariesconsents; (biii) formseek to advise, join encourage or in influence any way participate in a “group” (as defined under the Exchange Act) Person with respect to the Company voting or otherwise act in concert with any Person in respect disposition of any such securitiesof the securities of the Company; or (iv) initiate, encourage or participate, directly or indirectly, in any “vote no,” “withhold” or similar campaign; (c) otherwise act, alone or in concert with others, act to seek representation on or to control or influence the management, Board management or policies of the Company or to obtain representation on the Board of Directors of the Company (other than beyond their right to do so based on their representation on the Board of Directors pursuant to the terms of this AgreementSection 4.1); (d) take publicly submit any action which would or would reasonably be expected shareholder proposal to force the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; Company, or (e) enter into publicly propose any discussions change of control or arrangements with any third party with respect to any of other material transaction involving the foregoingCompany; it being understood that nothing in this Section 3 4.4 shall (xv) restrict or prohibit the Appointed a Series A Director or Purchaser Nominee, as applicable, from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill or appropriate in light of his or her fiduciary duties as a member of the Board of Directors, (w) restrict or prohibit the making or submission to the Company and/or the Board of Directors any proposal by the Purchaser Parties that would not reasonably be expected to result in the Company being obligated to publicly disclose such proposal, (x) restrict or prohibit participation in rights offerings made by the Company to all holders of Common Stock, (y) restrict or prohibit the Investors’ acquisition Purchaser’s acquisition, disposition, sale or Transfer of the Purchased Shares (including the accretion of dividends thereon and any Equity Securities paid as dividends payable in any other security) or acquired pursuant to Section 4 Conversion Shares issuable upon conversion of this Agreementthe Purchased Shares, in each case, in accordance with the terms of this Agreement, Agreement and the Certificate of Designations or (z) limit or restrict the Investors acquisition of equity or debt securities of the Company any Transfer pursuant to a Permitted Loan or any foreclosure thereunder or Transfer in lieu of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) aboveforeclosure thereunder.

Standstill. The Investors agree that until For a period of five years from the later of Closing Date (xas such term is defined in Section 2(a)(i) the third anniversary of the date of this Stock Purchase Agreement), LDC shall not, and shall not permit any of its Affiliates to, directly or indirectly, (yi) the date on which the Investors no longer have the right to designate or nominate a Director Nominee pursuant to Section 1, without the prior written consent of the Company, such Investors will not at any time, nor will they cause or permit any of their respective controlled Affiliates (as defined in the Purchase Agreement) to: (a) effect or seek, offer or propose (whether publicly by purchase or otherwise) , acquire, agree to effect, acquire or announce any intention offer to effect or cause or participate in or in any way assist, facilitate or encourage any other Person (as defined in the Purchase Agreement) to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition acquire beneficial ownership of any voting securities (of the Company or beneficial ownership thereof), direct or indirect rights or options to acquire any securities (or such beneficial ownership thereof)(including, without limitation, any voting trust certificates representing such securities) if such acquisition would result in the aggregate beneficial ownership by LDC and all Affiliates of LDC of voting securities having voting power equal to or any assets, indebtedness or businesses in excess of 15% of the Company or its Subsidiaries (as defined in then aggregate voting power of the Purchase Agreement)Company, (ii) enter, propose to enter into, solicit or support any tender or exchange offer, merger or other business combination or change of control or other similar transaction involving the Company or any of its Subsidiaries subsidiaries, or purchase, acquire, propose to purchase or acquire or solicit or support the purchase or acquisition of any portion of the business or assets of the Company or any of its Subsidiaries constituting subsidiaries other than in the ordinary course of business, (iii) initiate or propose any matter for submission to a significant portion vote of the consolidated assets shareholders of the Company and its Subsidiariesor make, or (iii) in any “way participate in, any "solicitation” " of “"proxies” " (as such terms are used in the proxy rules of promulgated by the Securities and SEC under the Exchange CommissionAct) to vote, or consents seek to vote advise or influence any person with respect to the voting of, the Common Stock or any other voting securities of the Company or request or take any action to obtain any list of its Subsidiaries; shareholders of the Company for such purposes, (biv) form, join or in any way participate in any group (other than a “group” (as defined under group composed solely of LDC and its Affiliates) formed for the Exchange Act) purpose of acquiring, holding, voting or disposing of or taking any other action with respect to the Company Common Stock or otherwise act in concert with any Person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board or policies other voting securities of the Company that would be required under Section 13(d) of the Exchange Act to file a Schedule 13D with respect to such voting securities, (v) deposit any shares of Common Stock or to obtain any other voting 21 21 securities of the Company in a voting trust or enter into any voting agreement or arrangement with respect thereto, (vi) seek representation on the Board of the Company (other than pursuant as contemplated by Section 7(b) of the Stock Purchase Agreement), the removal of any directors from the Board or a change in the size or composition of the Board, (vii) make any request to the terms amend or waive any provision of this Agreement); Section 3.2, which request would require public disclosure under applicable law, rule or regulation, (dviii) disclose any intent, purpose, plan, arrangement or proposal inconsistent with the foregoing (including any such intent, purpose, plan, arrangement or proposal that is conditioned on or would require the waiver, 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 which would challenging the validity or would reasonably be expected enforceability of the foregoing, (x) assist, advise, encourage or negotiate with any person with respect to, or seek to force the Company to make a public announcement regarding do, any of the types of matters set forth in clause (a) above; foregoing or (exi) enter into any discussions take, or arrangements solicit, propose to or agree with any third party other person to take, any similar actions designed to influence the management or control of the Company. Nothing in this Section 3.2 shall (i) prohibit or restrict LDC or its Affiliates from responding to any inquiries from any shareholders of the Company as to LDC's or any such Affiliate's intention with respect to the voting of shares of Common Stock or any other voting securities of the foregoing; it being understood that nothing in this Section 3 shall (x) restrict Company beneficially owned by LDC or prohibit the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, such Affiliate so long as such response is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance consistent with the terms of this Agreement, (ii) prohibit the purchase or (z) restrict the Investors other acquisition of equity beneficial ownership of Common Stock or debt other voting securities of the Company in compliance with Section 3.2(i) or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) restrict the right of any director on the Board designated by LDC as contemplated by Section 7(b) of the Stock Purchase Agreement to vote on any matter as such designee believes appropriate in light of his duties as a director of the Company or (b) through (e) abovethe manner in which such designee may participate in his capacity as a director of the Company in deliberations or discussions at meetings of the Board or as a member of any committee thereof.

Standstill. The Investors agree that until (a) Commencing the later of Effective Date and expiring on the fifth (x5th) the third anniversary date of the date Effective Date, unless such provision is terminated earlier (the “Standstill Period”), neither Licensee nor any of this Agreement, and (y) the date on which the Investors no longer have the right to designate or nominate a Director Nominee pursuant to Section 1its Affiliates, without the prior written consent of Exelixis or except as provided for in this Agreement or in any agreement referred to herein, or in any agreement executed after the Company, such Investors will not at any time, nor will they cause Effective Date by Exelixis with Licensee or permit any of their respective controlled Affiliates (as defined in the Purchase Agreement) toits Affiliates, will: (ai) effect or seekmake, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or initiate, cause or participate in in: (1) any acquisition of beneficial ownership of any securities of Exelixis or in any way assistsecurities of any subsidiary or other Affiliate of Exelixis (each, facilitate or encourage a “Exelixis Entity”) such that following any other Person such acquisition, Licensee and its Affiliates then own more than five percent (as defined in 5%) of the Purchase Agreement) to effect or seek, offer or propose securities of such Exelixis Entity; (whether publicly or otherwise) to effect or participate in, (i2) any acquisition of any securities assets of any Exelixis Entity; (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company or its Subsidiaries (as defined in the Purchase Agreement), (ii3) any tender or offer, exchange offer, merger merger, business combination, recapitalization, restructuring, liquidation, dissolution or other business combination extraordinary transaction involving the Company a Exelixis Entity, or its Subsidiaries involving any securities or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, Exelixis Entity; or (iii4) any “solicitation” of “proxies” (as such those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to vote any voting securities of the Company or any of its Subsidiariesa Exelixis Entity; (bii) form, join or in any way participate in a “group” (as defined under in the Securities Exchange ActAct of 1934 and the rules promulgated thereunder) with respect to the Company or otherwise act in concert with any Person in respect beneficial ownership of any such securitiessecurities of a Exelixis Entity; (ciii) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board board of directors or policies of the Company or to obtain representation on the Board of the Company (other than pursuant to the terms of this Agreement)a Exelixis Entity; (div) take any action which would or would reasonably be expected to force the Company that might require a Exelixis Entity to make a public announcement regarding any of the types of matters set forth in clause “(ai)” of this Section 17.8(a); [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (v) aboveagree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(i)”, “(ii)”, “(iii)” or “(iv)” of this Section 17.8(a); (vi) assist, induce or encourage any other person or entity to take any action of the type referred to in clause “(i)”, “(ii)”, “(iii)”, “(iv)” or “(v)” of this Section 17.8(a); or (evii) enter into any discussions discussions, negotiations, arrangement or arrangements agreement with any third party with respect other person or entity relating to any of the foregoing; it being understood that nothing . For clarity, the expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement. (b) Notwithstanding the foregoing provisions, Licensee or its Affiliates will not be subject to any of the restrictions set forth in this Section 3 shall (x) restrict or prohibit the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt securities of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges 17.8 with respect to a Exelixis Entity if either: (i) such securities, so long Exelixis Entity publicly announces its intention to pursue a proposed Acquisition Transaction (as defined below); (ii) such acquisition, voting Exelixis Entity shall have entered into an agreement in principle or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and definitive agreement providing for an Acquisition Transaction; (iii) the board of directors of such Exelixis Entity shall have adopted a formal plan of liquidation or dissolution; (iv) if a Third Party commences a tender or exchange offer or bid which, if successful, would result in such Third Party beneficially owning not less than thirty five percent (35%) of the voting securities or equity interest in such Exelixis Entity; or (bv) through if a Third Party makes a public announcement of a bone fide takeover bid to acquire the outstanding voting securities or equity interest in such Exelixis Entity. “Acquisition Transaction” means (eA) above.any direct or indirect acquisition or purchase of assets of the applicable Exelixis Entity at a purchase price representing [ * ] ([ * ]%) of the voting securities of or equity interest in such Exelixis Entity by any person or “group”; (B) any tender offer or exchange offer that if consummated would result in any person or “group” beneficially owning [ * ] ([ * ]%) or more of any class of equity securities of such Exelixis Entity; or (C) any merger, consolidation, business combination, sale of assets, recapitalization or similar transaction involving such Exelixis Entity representing more than [ * ] ([ * ]%) of the market capitalization of such Exelixis Entity. (c) Notwithstanding the foregoing, the Parties agree that Licensee or its Affiliates shall not be prohibited from (i) initiating private discussions with, and submitting confidential private proposals to, the management or Chief Executive Officer of any acquisition of beneficial ownership of any securities or any assets of any Exelixis Entity, including [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. discussing a right of first refusal before a Exelixis Entity intends to pursue any Acquisition Transaction; or (ii) proposing other collaborative research agreements or other commercial license agreements to Exelixis. (d) the Parties agree to discuss whether to terminate the Standstill Period on a biennial basis at the anniversary date of the Effective Date. 17.9

Standstill. The Investors agree that until (a) Except as set forth in this Section, ASTELLAS agrees that, commencing upon the later of (x) the third anniversary of the date of this AgreementOriginal Effective Date and effective for [***] thereafter, ASTELLAS and (y) the date on which the Investors no longer have the right to designate its Affiliates will not, directly or nominate a Director Nominee pursuant to Section 1indirectly, without the prior written consent approval of the CompanyBoard of Directors of the other Party or its Affiliates: (i) acquire, such Investors will not at or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any timelegal or beneficial ownership or interest in any securities (including direct or indirect [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO 17 C.F.R. SECTIONS 200.80(B)(4) AND 240.24B-2. rights, nor will they cause warrants or permit options to acquire, or securities convertible into or exchangeable for) of BASILEA or any of their respective controlled its Affiliates including BASILEA Pharmaceutica Ltd, or all or substantially all of the assets of BASILEA or of any of its Affiliates including BASILEA Pharmaceutica Ltd; (as defined in the Purchase Agreement) to: (aii) effect or seek, offer or 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 (as defined in the Purchase Agreement) to effect or seekinitiate, offer or propose (whether publicly or otherwise) to effect or participate in, in any (iA) any acquisition of any securities (general or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company or its Subsidiaries (as defined in the Purchase Agreement), (ii) any partial tender or exchange offer, merger in any form (however effected), acquisition, takeover, reverse takeover, share exchange, purchase of all or substantially all of the assets, consolidation or other business combination involving the Company or its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiariescombination, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company similar transaction involving BASILEA or any of its SubsidiariesAffiliates including BASILEA Pharmaceutica Ltd; or (B) any sale of all or substantially all of the assets or other extraordinary transaction with respect to BASILEA or any of its Affiliates including BASILEA Pharmaceutica Ltd ; (biii) make, or in any way participate in, directly or indirectly, alone or in concert with others, any solicitation of proxies to vote with respect to BASILEA or any of its Affiliates; (iv) form, join or in any way participate in a “group” or “act in concert” (as defined under within the meaning of the Swiss Stock Exchange ActAct and the Ordinances promulgated thereunder) with respect to the Company any voting securities of BASILEA or any of its Affiliates; (v) otherwise act in concert with any Person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or management or policies of BASILEA or any of its Affiliates including BASILEA Pharmaceutica Ltd, provided that nothing in this clause (v) shall prevent ASTELLAS or any of its Affiliates, either acting alone or in concert with each other, from taking any action that it believes is required of it under applicable law; (vi) enter into any agreements, discussions or arrangements with or assist any Third Party with respect to any of the Company foregoing (including in particular, but not limited to, any kind of undertaking with major shareholders of BASILEA or its Affiliates including BASILEA Pharmaceutica Ltd , whether legally binding or not, to acquire their shares of BASILEA or its Affiliates including BASILEA Pharmaceutica Ltd or to obtain representation on the Board of the Company (other than pursuant to the terms of this Agreementpool interests with such major shareholders); (dvii) take any action which would or would could reasonably be expected to force the Company require BASILEA or its Affiliates including BASILEA Pharmaceutica Ltd to make a public announcement regarding any the possibility of the types of matters set forth in clause (a) abovean offer; or (eviii) enter into request the Board of Directors of BASILEA or its Affiliates including BASILEA Pharmaceutica Ltd to amend or waive any discussions provision of this paragraph, provided, however, in the event ASTELLAS makes the determination that it is in its best interest to acquire [***] or arrangements with any third party with respect to any more of the foregoing; it being understood that nothing in this Section 3 shall (x) restrict or prohibit the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt outstanding voting securities of the Company BASILEA or its Affiliates including BASILEA Pharmaceutica Ltd, ASTELLAS or any of its SubsidiariesAffiliates will be allowed to communicate with or approach the Board of Directors of BASILEA or its Affiliates including BASILEA Pharmaceutica Ltd with a proposal with respect thereto. ASTELLAS shall be responsible for any violation of this section 16.12 by any of its Affiliates or any of its own, or its Affiliates’, directors, officers, employees, agents, representatives and advisers. Unless disclosed to BASILEA in writing, ASTELLAS also represents that so far it has not taken any action that is inconsistent with the foregoing. ASTELLAS explicitly agrees and acknowledges that BASILEA and any of its Affiliates including BASILEA Pharmaceutica Ltd may also suspend the voting rights of any shares of BASILEA held by ASTELLAS or any of its Affiliates if it has good reasons to believe that exercising of such securities (subject to the provisions voting rights at a shareholders’ meeting would be in breach of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) abovethis Agreement.

Standstill. The Investors agree that No Seller shall (and shall not assist or knowingly encourage others (other than portfolio companies) to), or with respect to portfolio companies under its control or on whose board or governing body a representative of such Seller or its affiliated funds sits, no Seller shall instruct, or propose to, any such portfolio company to, or shall permit any of its affiliated funds to, until the later date that is the earlier of (x) two years from the third anniversary occurrence of the date of this Agreement, Closing and (y) the date on which the Investors no longer have the right to designate another Person publicly proposes an acquisition of all or nominate a Director Nominee pursuant to Section 1, without the prior written consent substantially all of the Company, such Investors will not at any time, nor will they cause voting equity or permit any assets of their respective controlled Affiliates (as defined in the Purchase Agreement) toPurchaser: (a) effect or seek, offer submit to Purchaser or propose to Purchaser’s stockholders the acquisition (whether publicly or otherwise) to effectby merger, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other Person (as defined in the Purchase Agreement) 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, indebtedness or businesses of the Company or its Subsidiaries (as defined in the Purchase Agreement), (ii) any tender or exchange offer, merger statutory share exchange or other business combination involving combination) of Purchaser, except if Purchaser shall have requested in writing in advance the Company submission of such proposal; (b) make or its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, or (iii) conduct any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the proxy rules of the Securities and Exchange CommissionAct) or consents to vote any voting securities of the Company or any of its Subsidiaries; (b) form, join or in any way participate in become a “groupparticipant” in an “election contest” (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company or otherwise act in concert with any Person in respect of any such securitiesPurchaser; (c) initiate, propose or otherwise act, alone solicit Purchaser’s stockholders for the approval of one or more stockholder proposals with respect to Purchaser as described in concert with others, to seek representation on Rule 14a-8 under the Exchange Act; (d) acquire control of Purchaser or to control participate in or influence knowingly encourage the management, Board or policies formation of any “group” (within the meaning of Section 13(d)(3) of the Company Exchange Act) which owns or seeks to obtain representation acquire voting securities of Purchaser that would require the filing of a Schedule 13D; (e) call or seek to have called any meeting of the stockholders of Purchaser or execute any written consent in lieu of a meeting of holders of common stock of Purchaser; (f) seek election or seek to place a director on the Board of Directors of Purchaser or seek the Company (other than pursuant to the terms removal of this Agreement); (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any director of the types Board of matters set forth in clause (a) aboveDirectors of Purchaser; or (eg) enter into make any discussions or arrangements with any third party public announcement with respect to any of the foregoing; it being understood that nothing in . Notwithstanding the foregoing, this Section 3 5.1 shall terminate and be of no further force or effect upon the occurrence of an Event of Default (xas defined in the Indenture) restrict or prohibit under the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member Notes. The obligations of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to each Seller under this Section 4 5.1 shall be several and not joint. For purposes of this AgreementSection 5.1, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt securities of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securitiesthe Chase Seller, so long as such acquisitionthe term “Seller” and “Seller and its affiliated fund” shall mean the X.X. Xxxxxx Partners business unit of JPMorgan Chase & Co., voting or exercise of the rights and privileges, would shall not constitute a violation of clauses include any other private equity business (a)(ii) and (iiiincluding One Equity Partners) or any other affiliate of X.X. Xxxxxx Partners (b) through (e) above.BHCA), L.P.

Standstill. The Investors agree that until the later of (x) the third anniversary of the date of this Agreement, and (y) the date on which the Investors no longer have the right to designate or nominate a Director Nominee pursuant to Section 1, without the prior written consent of the Company, such Investors will not at any time, nor will they cause or permit any of their respective controlled Affiliates (as defined in the Purchase Agreement) to: (a) effect Except as otherwise expressly provided in this Agreement (including this Section 3.1, Section 3.2 or seekSection 3.3) or as specifically approved by a majority of the Independent Directors, offer the Stockholders shall not, directly or 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 (as defined in the Purchase Agreement) to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, indirectly: (i) any acquisition by purchase or otherwise, acquire, agree to acquire or offer to acquire Beneficial Ownership of any securities (Voting Securities or beneficial ownership thereof), direct or indirect rights or options to acquire Beneficially Own Voting Securities (including any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses voting trust certificates representing such securities) if after such acquisition the Voting Securities then Beneficially Owned by the Stockholders would exceed the Maximum Ownership Percentage of the Company or its Subsidiaries (as defined in then outstanding number of Voting Securities of the Purchase Agreement), Company; (ii) enter into, propose to enter into, solicit or support any tender or exchange offer, merger or other business combination or similar transaction involving the Company or any of its Subsidiaries or assets Subsidiaries, on the one hand, and either of the Company Stockholders or its Subsidiaries constituting a significant any Affiliate of either of the Stockholders, on the other, or purchase, acquire, propose to purchase or acquire or solicit or support the purchase or acquisition of any portion of the consolidated business or assets of the Company and its Subsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its SubsidiariesSubsidiaries by either of the Stockholders or by any Affiliate of either of the Stockholders; (biii) form, join or in any way participate in a “group” Group (as defined under other than a Group consisting solely of the Exchange ActStockholders) formed for the purpose of acquiring, holding, voting or disposing of or taking any other action with respect to Voting Securities that would be required under Section 13(d) of the Company or otherwise act in concert Exchange Act to file a Statement on Schedule 13D with any Person in respect to such Voting Securities if the Group would Beneficially Own more than the Maximum Ownership Percentage of any such securitiesthe then outstanding number of Voting Securities of the Company; (civ) otherwise act, alone deposit any Voting Securities in a voting trust or in concert enter into any voting agreement or arrangement with others, to seek representation on or to control or influence the management, Board or policies of the Company or to obtain representation on the Board of the Company respect thereto (other than pursuant to the terms of this Agreement)) which would entitle any Person to Control more than the Maximum Ownership Percentage of the Total Voting Power of the Company; (dv) take any action challenging the validity or enforceability of the foregoing or which would or would reasonably be expected to force inconsistent with the Company to make a public announcement regarding any of the types of matters set forth in clause (a) aboveforegoing ; or (evi) enter into any discussions assist, advise, encourage or arrangements negotiate with any third party Person with respect to, or seek to do, any of the foregoing; it being understood that nothing in this Section 3 shall (x) restrict or prohibit the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt securities of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) above.

Standstill. The Investors agree that Except as otherwise provided in this Agreement or the Certificate of Designations, until the later of (xi) one (1) year after the third anniversary of the date of this Agreement, Closing and (yii) the date on which the Investors Purchasers are no longer have the right entitled to designate or nominate a Director Nominee one non-voting observer to the Board of Directors pursuant to Section 14.1, without the prior written consent of the Company, such Investors the Purchasers will not at any time, nor will they it cause or permit any of their respective controlled its Affiliates (as defined in the Purchase Agreement) to: (a) effect or seek, offer or publicly propose (whether publicly or otherwise) to effect, or publicly announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other Person (as defined in the Purchase Agreement) person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any equity securities (or beneficial ownership thereof), ) or rights or options to acquire any equity securities (or beneficial ownership thereof), or any assets, indebtedness securities convertible into or businesses exchangeable for any such equity securities (or beneficial ownership thereof) of the Company or its Subsidiaries Company, other than by the Purchasers and their Affiliates in a transaction pursuant to which the Purchaser and their Affiliates would beneficially own no more than five percent (as defined 5%) in the Purchase Agreement), aggregate of the outstanding shares of the Company’s Common Stock (excluding conversion of the shares of Series A Preferred Stock and any Conversion Shares then held by the Purchasers or such Affiliates) after such transaction or any exercise of the Purchasers’ rights to acquire New Securities pursuant to Article VI; (ii) any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries; (b) make, participate in or (iii) encourage any “solicitation” (as such term is used in the proxy rules of SEC) of proxies or consents with respect to the election or removal of directors or any other matter or proposal; (ii) become a “proxiesparticipant” (as such terms are term is used in the proxy rules of the Securities and Exchange CommissionSEC) in any such solicitation of proxies or consents to vote any voting securities of the Company or any of its Subsidiariesconsents; (biii) formseek to advise, join encourage or in influence any way participate in a “group” (as defined under the Exchange Act) Person with respect to the Company voting or otherwise act in concert with any Person in respect disposition of any such securitiesof the securities of the Company; or (iv) initiate, encourage or participate, directly or indirectly, in any “vote no,” “withhold” or similar campaign; (c) otherwise act, alone or in concert with others, act to seek representation on or to control or influence the management, Board management or policies of the Company or to obtain representation on the Board of Directors of the Company (other than pursuant to the terms of this Agreement)Company; (d) take publicly submit any action which shareholder proposal to the Company, or (e) publicly propose any change of control or other material transaction involving the Company, (w) restrict or prohibit the making or submission to the Company and/or the Board of Directors any proposal by the Purchaser Parties that would or would not reasonably be expected to force result in the Company being obligated to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; it being understood that nothing in this Section 3 shall publicly disclose such proposal, (x) restrict or prohibit participation in rights offerings made by the Appointed Director from taking any actionCompany to all holders of Common Stock, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict or prohibit the InvestorsPurchasers’ acquisition acquisition, disposition, sale or Transfer of the Purchased Shares (including the accretion of dividends thereon and any Equity Securities paid as dividends payable in any other security) or acquired pursuant to Section 4 Conversion Shares issuable upon conversion of this Agreementthe Purchased Shares, in each case, in accordance with the terms of this Agreement, Agreement and the Certificate of Designations or (z) limit or restrict the Investors acquisition of equity or debt securities of the Company any Transfer pursuant to a Permitted Loan or any foreclosure thereunder or Transfer in lieu of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) aboveforeclosure thereunder.

Standstill. The Investors agree that until the later of (x) the third anniversary In consideration of the date of this AgreementEvaluation Material being furnished to INTERESTED PARTY, and (y) the date on which the Investors no longer have the right to designate or nominate a Director Nominee pursuant to Section 1INTERESTED PARTY hereby agrees that, without the prior written consent of ORCHID, for a period of one year from the Companydate hereof, such Investors will not at any time, neither INTERESTED PARTY nor will they cause or permit any of their respective controlled Affiliates (its affiliates, either acting alone or as defined in the Purchase Agreement) to: (a) effect part of a group, will acquire or seek, offer or propose (whether publicly agree to acquire, directly or indirectly, by purchase 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 ownership (as defined in the Purchase Agreement) to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or including beneficial ownership thereofownership), or any rights or options to acquire any securities ownership (or including beneficial ownership thereofownership), or of any assets, indebtedness or businesses of the Company or its Subsidiaries (as defined in the Purchase Agreement), (ii) any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries voting securities or assets of the Company ORCHID or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiariessubsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its Subsidiaries; (b) form, join make or in any way participate in a “group” (as defined under the Exchange Act) any solicitation of proxies to vote or seek to advise or influence in any matter any person with respect to the Company voting of any securities of ORCHID or otherwise act seek to influence or control, in concert with any Person in respect of any such securities; (c) otherwise actmanner whatsoever, alone or in concert with others, to seek representation on or to control or influence the management, Board or policies of the Company or to obtain representation on the Board of the Company (other than pursuant to the terms of this Agreement); (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any proposal to seek to influence or control, the management or policies of ORCHID, or make any public disclosure or take any other action that would require ORCHID to make a public disclosure with respect to any of the foregoing; it foregoing matters, except pursuant to a Transaction that is subject to a Definitive Agreement (the foregoing being understood that nothing collectively referred to as the “Standstill Restrictions”). The Standstill Restrictions shall terminate immediately upon the occurrence of any of the following: (i) any third party publicly commences (or publicly announces its intention to commence) any attempt to acquire beneficial ownership of 50% or more of the outstanding shares of voting securities of ORCHID or (ii) ORCHID executes a definitive agreement that, if consummated, would result in this Section 3 shall (xA) restrict the sale of all or prohibit substantially all of the Appointed Director from taking any actionassets of ORCHID, (B) the acquisition by a third party of 50% or more of ORCHID’s outstanding voting securities or (C) the consummation of a merger, acquisition, consolidation, reorganization, share exchange, business combination, similar transactions, or refraining from taking any actionseries of such related transactions involving ORCHID, which he unless immediately after such transaction or she determinestransactions, the voting securities of ORCHID outstanding immediately prior to the first such transaction (or, the voting securities issued in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member respect thereof) shall represent at least 50% of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt voting securities of the Company surviving company. In addition, nothing herein, including, without limitation, the Standstill Restrictions, shall prevent INTERESTED PARTY or any of its Subsidiariesaffiliates from acquiring securities of another company that beneficially owns any securities of or equity interests in ORCHID, unless such acquisition was made for the purpose of violating the Standstill Restrictions. Further, notwithstanding anything to the contrary contained herein, the Standstill Restrictions shall not apply to (i) any investment in any securities of ORCHID by or on behalf of any pension or employee benefit plan or trust, including without limitation (A) any direct or indirect interests in portfolio securities held by an investment company registered under the Investment Company Act of 1940, as amended, (B) interests in securities comprising part of a mutual fund or broad based, publicly traded market basket or index of stocks approved for such a plan or trust in which such plan or trust invests, or voting such (C) any stock portfolios not controlled by INTERESTED PARTY or any of its affiliates which invest in ORCHID among other companies; or (ii) any assets or securities (of ORCHID, as debtor, that are acquired in a transaction subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise approval of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) aboveUnited States Bankruptcy Court pursuant to proceedings under the United States Bankruptcy Code.

Standstill. The Investors agree that until the later of (x) the third anniversary of the date of this Agreement, and (y) the date on which the Investors no longer have the right For so long as Merger Partner Equityholder is entitled to designate or nominate a Director Nominee pursuant to Section 1nominee for at least 1 Merger Partner Designated Director, without the prior written consent of the CompanyMerger Partner Equityholder, such Investors will not at any time, nor will they cause or permit any of each Merger Partner Sponsor and their respective controlled Affiliates (shall be subject to a standstill restriction consisting of, whether acting alone, together or as defined in the Purchase Agreement) to: (a) effect or seek, offer or 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 (as defined in the Purchase Agreement) 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, indebtedness or businesses of the Company or its Subsidiaries (as defined in the Purchase Agreement), (ii) any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its Subsidiaries; (b) form, join or in any way participate in a “group” (as defined under in Section 13(d) of the Exchange Act) with any other stockholders of SpinCo, directly or indirectly taking any of the following actions: (i) acquiring SpinCo Common Stock or other SpinCo voting securities (or options, rights to acquire or other derivative instruments with respect to the Company thereto), or otherwise act in concert with making any Person in respect of tender or exchange offer or proposing any such securities; (c) otherwise actother business combination, alone either publicly or in concert with others, to seek representation on or to control or influence the management, Board or policies of the Company or to obtain representation on the Board of the Company (other than pursuant to the terms of this Agreement); (d) take any action which would or a manner that would reasonably be expected to force require public disclosure by SpinCo or Merger Partner Equityholder (the Company restrictions specified in this clause (i), the “Acquisition Restrictions”), (ii) calling a special meeting of stockholders of SpinCo, or making stockholder proposals, (iii) soliciting proxies, (iv) nominating any director other than pursuant to make a Paragraph 7, or (v) publicly announcing any intention to do, or making any public announcement statement inconsistent with, or contesting the validity of, any of the foregoing); provided that (1) nothing in such standstill restriction shall prohibit or restrict Merger Partner Equityholder, any Merger Partner Sponsor Transferee or any Merger Partner Designated Director from (x) communicating privately with the SpinCo Board regarding any of the types of matters set forth in clause (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; it being understood that nothing in this Section 3 shall (x) restrict or prohibit the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt securities of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securitiesforegoing matters, so long as such acquisitioncommunications or proposals are not intended to, voting and would not reasonably be expected to, require any public disclosure of such communications or exercise proposals or (y) enforcing, or seeking to enforce, any of Merger Partner Equityholder’s rights under the Stockholders Agreement or any other Transaction Document, (2) such standstill obligations shall automatically terminate in the event that (x) a third party commences a tender offer for 25% or more of the rights SpinCo Common Stock and privilegesthe SpinCo Board recommends that the holders of SpinCo Common Stock accept such proposal, (y) a third party or “group” (as defined in Section 13(d) of the Exchange Act) becomes the beneficial owner of 25% or more of the SpinCo Common Stock or (z) SpinCo enters into a definitive agreement with a third party in respect of any business combination pursuant to which the then-current stockholders of SpinCo would not constitute a violation cease to own at least 75% of clauses (a)(ii) the SpinCo Common Stock, and (iii3) the Acquisition Restrictions shall terminate on the day following the second anniversary of the Closing. In addition, Merger Partner Equityholder (or any Merger Partner Sponsor Transferee) shall not transfer 15% or more to any Person or “group” (bas defined in Section 13(d) through (eof the Exchange Act) abovewithout the transferee agreeing to a lockup and a standstill no less restrictive than those restricting Merger Partner Equityholder under the Stockholders Agreement. The Company shall be a third-party beneficiary of this standstill provision.

Standstill. The Investors agree Purchaser agrees that until the later of the (x) the third anniversary of the date of this Agreement, and (y) the date on which the Investors Purchaser no longer have has record and beneficial ownership (within the right to designate or nominate a Director Nominee pursuant to Section 1meaning of Rule 13d-3 under the Exchange Act) of Conversion Shares that constitute at least five percent (5%) of the outstanding Common Stock of the Company, without the prior written consent of the Company, such Investors it will not at any time, nor will they it cause or permit any of their respective controlled its Affiliates (as defined in the Purchase Agreement) to: (a) effect or seek, offer or 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 (as defined in the Purchase Agreement) 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, indebtedness or businesses of the Company or its Subsidiaries (as defined in the Purchase Agreement)Subsidiaries, (ii) any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange CommissionSEC) or consents to vote any voting securities of the Company or any of its SubsidiariesAffiliates; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any Person person in respect of any such securities; (c) 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 (other than pursuant to the terms of this Agreement)Company; (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; it being understood that nothing in this Section 3 4.4 shall (x) restrict or prohibit the Appointed Series A Director or Purchaser Nominee, as applicable, from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board of Directors or (y) restrict the Investors’ Purchaser’s acquisition of the Purchased Shares (including the accretion of dividends thereon and any Equity Securities paid as dividends payable in any other security) or acquired pursuant to Section 4 Conversion Shares issuable upon conversion of this Agreementthe Purchased Shares, in each case, in accordance with the terms of this Agreement, or (z) restrict Agreement and the Investors acquisition Certificate of equity or debt securities of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) aboveDesignations.

Standstill. The Investors agree Executive hereby withdraws all proposals he has made with respect to matters to be addressed at the 2006 CBINV General Shareholders’ Meeting, including, but not limited to, those discussed in the letter from the Executive to Mx. Xxxxxxxx dated March 11, 2006. The Executive further agrees that until he will take any and all actions and execute any and all documentation necessary to effectuate such withdrawal as required by the later of Company. Until the fifth (x5th) the third anniversary of the date of this AgreementAgreement becomes binding and enforceable, and (y) the date on which the Investors no longer have the right to designate or nominate a Director Nominee pursuant to Section 1, without the prior written consent of the Company, such Investors will not at any time, Executive hereby agrees that neither he nor will they cause or permit any of their respective controlled Affiliates his affiliates (as such term is defined in Rule 405 under the Purchase AgreementSecurities Act of 1933, as amended) tonor his representatives will in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assistadvise, facilitate assist or encourage any other Person (as defined in the Purchase Agreement) person to effect or seek, offer or propose (whether publicly or otherwise) to effect effect, or cause or participate in, 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, indebtedness or businesses assets of the Company or its Subsidiaries (as defined in the Purchase Agreement), Company; (ii) any tender or exchange offer, merger or other business combination involving the Company Company; (iii) any recapitalization, restructuring, liquidation, dissolution or its Subsidiaries or assets of other extraordinary transaction with respect to the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, Company; or (iiiiv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its SubsidiariesCompany; (b) form, join or in any way participate in a “group” (as defined under Section 13d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to any securities of the Company or otherwise act in concert with any Person in respect of any such securitiesCompany; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, board of directors, Supervisory Board or policies of the Company or to obtain representation on the Board of the Company (other than pursuant to the terms of this Agreement)Company; (d) take any action which would or would reasonably be expected to that might force the Company to make a public announcement regarding any of the types of matters set forth in clause item (a) above; (e) exercise any rights under Article 114a of Book 2 of the Dutch Civil Code or any right to request that a shareholder meeting of CBINV be held; or (ef) enter into any discussions or arrangements with any third party with respect to any of the foregoing; it being understood . The Executive also agrees that the Company shall be entitled to equitable relief, including injunctive relief, in the event of any breach of this Section 10 and that he shall not oppose the granting of such relief. Notwithstanding anything herein to the contrary, the Parties agree that nothing in this Section 3 Agreement shall affect in any way the Executive’s rights as a shareholder to: (x) restrict or prohibit the Appointed Director from taking sell any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member shares of the Board Company’s capital stock owned by the Executive; (y) restrict the Investors’ acquisition receive dividends, if any, in respect of any Equity Securities paid as dividends or acquired pursuant to Section 4 shares of this Agreement, in each case, in accordance with the terms of this Agreement, Company’s capital stock owned by the Executive; or (z) restrict receive notices and other communications from the Investors acquisition Company. The Parties agree further that, notwithstanding anything herein to the contrary, the Executive may, as long as he is a shareholder of equity CBINV, in person or debt securities represented by proxy, attend and vote at shareholders meetings of CBINV and exercise rights under Dutch law to address the meeting and to ask questions; provided, however, that neither the Executive nor any of his affiliates or representatives may at any shareholders meeting introduce any resolution not included in the agenda for such meeting or propose any amendment to any resolution, unless such amendment is supported by the management of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) aboveCompany.

Standstill. The Investors agree that until For a period of five years from the later of Closing ----------- Date (xas such term is defined in Section 2(a)(i) the third anniversary of the date of this Stock Purchase Agreement), LDC shall not, and shall not permit any of its Affiliates to, directly or indirectly, (yi) the date on which the Investors no longer have the right to designate or nominate a Director Nominee pursuant to Section 1, without the prior written consent of the Company, such Investors will not at any time, nor will they cause or permit any of their respective controlled Affiliates (as defined in the Purchase Agreement) to: (a) effect or seek, offer or propose (whether publicly by purchase or otherwise) , acquire, agree to effect, acquire or announce any intention offer to effect or cause or participate in or in any way assist, facilitate or encourage any other Person (as defined in the Purchase Agreement) to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition acquire beneficial ownership of any voting securities (of the Company or beneficial ownership thereof), direct or indirect rights or options to acquire any securities (or such beneficial ownership thereof)(including, without limitation, any voting trust certificates representing such securities) if such acquisition would result in the aggregate beneficial ownership by LDC and all Affiliates of LDC of voting securities having voting power equal to or any assets, indebtedness or businesses in excess of 15% of the Company or its Subsidiaries (as defined in then aggregate voting power of the Purchase Agreement)Company, (ii) enter, propose to enter into, solicit or support any tender or exchange offer, merger or other business combination or change of control or other similar transaction involving the Company or any of its Subsidiaries subsidiaries, or purchase, acquire, propose to purchase or acquire or solicit or support the purchase or acquisition of any portion of the business or assets of the Company or any of its Subsidiaries constituting subsidiaries other than in the ordinary course of business, (iii) initiate or propose any matter for submission to a significant portion vote of the consolidated assets shareholders of the Company and its Subsidiariesor make, or (iii) in any “way participate in, any "solicitation” " of “"proxies” " (as such terms are used in the proxy rules of promulgated by the Securities and SEC under the Exchange CommissionAct) to vote, or consents seek to vote advise or influence any person with respect to the voting of, the Common Stock or any other voting securities of the Company or request or take any action to obtain any list of its Subsidiaries; shareholders of the Company for such purposes, (biv) form, join or in any way participate in any group (other than a “group” (as defined under group composed solely of LDC and its Affiliates) formed for the Exchange Act) purpose of acquiring, holding, voting or disposing of or taking any other action with respect to the Company Common Stock or otherwise act in concert with any Person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board or policies other voting securities of the Company that would be required under Section 13(d) of the Exchange Act to file a Schedule 13D with respect to such voting securities, (v) deposit any shares of Common Stock or to obtain any other voting securities of the Company in a voting trust or enter into any voting agreement or arrangement with respect thereto, (vi) seek representation on the Board of the Company (other than pursuant as contemplated by Section 7(b) of the Stock Purchase Agreement), the removal of any directors from the Board or a change in the size or composition of the Board, (vii) make any request to the terms amend or waive any provision of this Agreement); Section 3.2, which request would require public disclosure under applicable law, rule or regulation, (dviii) disclose any intent, purpose, plan, arrangement or proposal inconsistent with the foregoing (including any such intent, purpose, plan, arrangement or proposal that is conditioned on or would require the waiver, 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 which would challenging the validity or would reasonably be expected enforceability of the foregoing, (x) assist, advise, encourage or negotiate with any person with respect to, or seek to force the Company to make a public announcement regarding do, any of the types of matters set forth in clause (a) above; foregoing or (exi) enter into any discussions take, or arrangements solicit, propose to or agree with any third party other person to take, any similar actions designed to influence the management or control of the Company. Nothing in this Section 3.2 shall (i) prohibit or restrict LDC or its Affiliates from responding to any inquiries from any shareholders of the Company as to LDC's or any such Affiliate's intention with respect to the voting of shares of Common Stock or any other voting securities of the foregoing; it being understood that nothing in this Section 3 shall (x) restrict Company beneficially owned by LDC or prohibit the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, such Affiliate so long as such response is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance consistent with the terms of this Agreement, (ii) prohibit the purchase or (z) restrict the Investors other acquisition of equity beneficial ownership of Common Stock or debt other voting securities of the Company in compliance with Section 3.2(i) or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) restrict the right of any director on the Board designated by LDC as contemplated by Section 7(b) of the Stock Purchase Agreement to vote on any matter as such designee believes appropriate in light of his duties as a director of the Company or (b) through (e) abovethe manner in which such designee may participate in his capacity as a director of the Company in deliberations or discussions at meetings of the Board or as a member of any committee thereof.

Standstill. The Investors agree that Each Purchaser hereby agrees that, until the later of (x) Standstill Termination Date, unless specifically consented in writing by the third anniversary of the date of this AgreementCompany to do so, and (y) the date on which the Investors no longer have the right to designate neither such Purchaser nor its Affiliates will, or nominate a Director Nominee pursuant to Section 1, without the prior written consent of the Company, such Investors will not at any time, nor will they cause or knowingly permit any of its or their respective controlled Affiliates (as defined directors, officers, partners, managers or employees to, in the Purchase Agreement) toany manner, directly or indirectly: (ai) effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assistadvise or, facilitate or encourage assist any other Person (as defined in the Purchase Agreement) person to effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect or cause or participate in, (i) any acquisition of any equity or equity-linked securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company or its Subsidiaries (as defined in the Purchase Agreement), (ii) ; any tender or exchange offer, merger merger, consolidation or other business combination involving the Company Company; any recapitalization, restructuring, liquidation, dissolution or its Subsidiaries other extraordinary transaction with respect to the Company; or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange CommissionSEC) or consents to vote any voting securities of the Company, provided, however, that notwithstanding the foregoing, nothing in this clause (i) shall prevent or limit (a) the ability of any director of the Company that is affiliated with such Purchaser to acquire, exercise or dispose of any stock options or other equity securities of the Company received as compensation for serving as a director, or perform his or her duties as a director of the Company or any (b) the Purchasers and their Affiliates (and their respective directors, officers, partners, managers or employees) from purchasing equity or equity linked securities of its Subsidiariesthe Company representing in the aggregate, together with the Underlying Securities, up to 20% of the outstanding Common Stock on a Fully-Diluted Basis in the aggregate for the Purchasers and their Affiliates; (bii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to any securities of the Company or otherwise act in concert with that seeks to do any Person in respect of any such securitiesthe actions prohibited by clause (i) above; (ciii) 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 Company, provided, however, that notwithstanding the foregoing, nothing in this clause (iii) shall prevent or to obtain representation on limit the Board ability of any director of the Company (other than pursuant that is affiliated with such Purchaser to serve as a director, or perform his or her duties as a director of the terms Company or any related activities of this Agreement)such Purchaser’s officers, employees or representatives in support of such director; (div) take any action which would or would could reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in clause this Section 6.8 (a) aboveother than actions taken by a director of the Company in the performance of his or her duties as such); or (ev) enter into any agreements, discussions or arrangements with any third party with respect to any of the foregoing; it being understood that nothing foregoing (other than ordinary course discussions by a director of the Company in this Section 3 shall (x) restrict or prohibit the Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in performance of his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board (y) restrict the Investors’ acquisition of any Equity Securities paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement, or (z) restrict the Investors acquisition of equity or debt securities of the Company or any of its Subsidiaries, or voting such securities (subject to the provisions of Section 2) and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the rights and privileges, would not constitute a violation of clauses (a)(ii) and (iii) or (b) through (e) abovesuch).