Common use of Standstill Agreement Clause in Contracts

Standstill Agreement. NLAG and each Purchaser agrees that until the earlier of (a) the Closing Date or (b) five (5) days after the termination of this Agreement pursuant to Article 8 hereof, other than with respect to the transactions contemplated by this Agreement, without the prior written consent of the Company, such Party will not, directly or indirectly: (i) acquire, offer to acquire, or agree to acquire, by purchase or otherwise, any voting securities or direct or indirect rights or options to acquire any voting securities of the Company exceeding, in the aggregate, on an as-exercised or as-converted basis if applicable, 50,000 shares of voting Common Stock of the Company; (ii) except at the specific written request of the Company, propose to enter into any merger or business combination involving the Company or to purchase a material portion of the assets of the Company; (iii) make, or in any way participate, in any "SOLICITATION" of "PROXIES" to vote (as such terms are used in the proxy rules of the 1934 Act) or seek to advise or influence any person with respect to txx xxxxxg of, any voting securities of the Company; (iv) solicit or permit any person or entity to join their "GROUP" (within the meaning of Section 13(d)(3) of the 1934 Act) with respect to any voting securities of the Company; (v) oxxxxxxxx act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company (other than in Laikin's fiduciary capacity as a director of the Company); (vi) publicly announce or refer to any proposal for an extraordinary corporate transaction involving the Company, or take any action for the purpose of requiring the Company to make a public announcement regarding the possibility of any such extraordinary corporate transaction; (vii) disclose any intention, plan or arrangement inconsistent with the foregoing or advise, assist or encourage any other persons in connection with the foregoing, or request that the Company amend or waive any of the terms of this Section 10.10; (viii) sell or transfer more than one percent (1%) of the total outstanding voting securities of the Company to any person, entity or "group" (within the meaning of Section 13(d)(3) of the 1934 Act), or sell or transfer any such voting securities to any such person, entity or group who or which, after the consummation of such sale or transfer, would beneficially own more than fourteen and nine-tenths percent (14.9%) of the total outstanding voting securities of the Company; or (ix) permit any of such Party's affiliates or associates or members of such Party's "GROUP" (within the meaning of Section 13(d)(3) of the 1934 Act) to do any of the foregoing. The Parties agree and acknowledxx xxxx the provisions of this Section 10.10 shall be in addition to the standstill provisions contained in Section 14(a) of the March Letter Agreement to the extent it is in force (NLAG and the Purchasers assert that it is not, the Company asserts that it is) and to the extent it binds any of the Parties (NLAG and the Purchasers take the position that, if it is in force, it binds only the parties who executed it, the Company takes the position that the parties who executed the March Letter Agreement are responsible for causing their affiliates and associates to abide by it); provided, however, that the right of NLAG and the Purchasers contained in clause (i) of the first sentence of this Section 10.10 to purchase in the aggregate 50,000 shares of voting Common Stock shall be deemed to supercede any restriction to the contrary contained in Section 14(a) of the March Letter Agreement with respect only to purchases of Common Stock made or committed to be made prior to the termination of this Agreement; provided, further, however, that in the event this Agreement is validly terminated, Section 14(a) of the March Letter Agreement shall apply to the Parties (if it has remained in force) to the extent such Parties were subject to the provisions of the March Letter Agreement as if Section 14(a) of the March Letter Agreement is no longer superceded as described herein with respect to any purchases of Common Stock committed to be made after the termination of this Agreement.

Standstill Agreement. NLAG and each Purchaser Stockholders' agrees that that, until the earlier of (a) two years after the Closing Effective Date or (b) five (5) days after until you, the termination other Stockholders or any other person or affiliate to which you or the other Stockholders transfer the Shares own in the aggregate less than 3% of this Agreement pursuant to Article 8 hereofViatel's common stock on a fully diluted basis, other than with respect to the transactions contemplated by this Agreement, without the prior written consent neither you nor any of the Company, such Party will notyour affiliates will, directly or indirectly: , unless in any such case specifically invited in writing to do so by the board of directors of Parent (i) individually or together with one or more persons or entities, acquire, offer to acquire, acquire or agree to acquire, by purchase or otherwiseparticipate in the financing of any acquisition of, beneficial ownership of any voting securities or direct or indirect rights or options to acquire any voting securities of the Company exceeding, Parent entitled to vote in the aggregategeneral election of directors (other than securities distributed generally to all holders of a class of securities), on an as-exercised or as-converted basis if applicablesecurities convertible into or exchangeable or exercisable for such securities (other than stock options) (collectively, 50,000 shares of voting Common Stock of the Company"Securities"); (ii) except at initiate, propose, engage or otherwise participate in the specific written request solicitation of stockholders or their proxies for approval of one or more stockholder proposals (including, without limitation, the Companyelection of directors, propose any amendment to enter into the charter or bylaws, or any merger or business combination involving the Company or transaction) with respect to purchase a material portion of the assets of the CompanyParent; (iii) make, or in any way participate, in any "SOLICITATION" of "PROXIES" to vote (as such terms are used in the proxy rules of the 1934 Act) or seek to advise or influence any person with respect to txx xxxxxg of, any voting securities of the Company; (iv) solicit or permit any person or entity to join their "GROUP" (within the meaning of Section 13(d)(3) of the 1934 Act) with respect to any voting securities of the Company; (v) oxxxxxxxx act, otherwise act alone or in concert with others, any other person or entity to seek to influence or control or influence the management, Board board of Directors directors, policies or policies affairs of the Company (Parent, or to solicit, propose or encourage any other than in Laikin's fiduciary capacity as a director person or entity with respect to any form of the Company)business combination transaction with Parent or any subsidiary of Parent, or to solicit, make or propose or encourage any other person or entity with respect to, or announce an intent to make, any tender offer or exchange offer for any Securities; (viiv) publicly announce request Parent or refer its board of directors, officers, employees or agents, to any proposal for an extraordinary corporate transaction involving the Companyamend or waive, or seek any modification to, any provision of this section 5; or (v) take any action for the purpose of requiring the Company designed to, or which can reasonably be expected to, require Parent to make a public announcement regarding the possibility of any such extraordinary corporate transaction; (vii) disclose any intention, plan or arrangement inconsistent with the foregoing or advise, assist or encourage any other persons in connection with the foregoing, or request that the Company amend or waive any of the terms of matters referred to in this Section 10.10; (viii) sell or transfer more than one percent (1%) of section 5. Notwithstanding the total outstanding voting securities of the Company to any personforgoing, entity or "group" (within the meaning of Section 13(d)(3) of the 1934 Act), or sell or transfer any such voting securities to any such person, entity or group who or which, after the consummation of such sale or transfer, would beneficially own more than fourteen and nine-tenths percent (14.9%) of the total outstanding voting securities of the Company; or (ix) permit any of such Party's affiliates or associates or members of such Party's "GROUP" (within the meaning of Section 13(d)(3) of the 1934 Act) to do any of the foregoing. The Parties agree and acknowledxx xxxx the provisions of this Section 10.10 section shall be reinstated during the two year period referred to above, if you or your affiliates increase share ownership in addition Parent to the standstill provisions contained a level which is in Section 14(a) excess of the March Letter Agreement to the extent it is in force (NLAG and the Purchasers assert that it is not, the Company asserts that it is) and to the extent it binds any of the Parties (NLAG and the Purchasers take the position that, if it is in force, it binds only the parties who executed it, the Company takes the position that the parties who executed the March Letter Agreement are responsible for causing their affiliates and associates to abide by it); provided, however, that the right of NLAG and the Purchasers contained in clause (i) of the first sentence of this Section 10.10 to purchase in the aggregate 50,000 shares of voting Common Stock shall be deemed to supercede any restriction to the contrary contained in Section 14(a) of the March Letter Agreement with respect only to purchases of Common Stock made or committed to be made prior to the termination of this Agreement; provided, further, however, that in the event this Agreement is validly terminated, Section 14(a) of the March Letter Agreement shall apply to the Parties (if it has remained in force) to the extent such Parties were subject to the provisions of the March Letter Agreement as if Section 14(a) of the March Letter Agreement is no longer superceded as described herein with respect to any purchases of Common Stock committed to be made after the termination of this Agreement3% threshold.

Standstill Agreement. NLAG and each Purchaser agrees The Xxxxxxxxxxx Stockholders, including its Affiliates, agree that until the earlier of this Agreement is terminated in accordance with Section 3 hereof, they will not in any manner, directly or indirectly, (a) bid for or acquire any securities of the Closing Date Company (or beneficial ownership thereof) in excess of the Permitted Ownership Limit; (b) five effect or seek, offer or propose (5whether publicly or otherwise) days after to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) in excess of the termination of this Agreement pursuant to Article 8 hereof, other than with respect to the transactions contemplated by this Agreement, without the prior written consent Permitted Ownership Limit or assets of the Company, such Party will notor any of its subsidiaries, directly or indirectly: (i) acquire, offer to acquire, or agree to acquire, by purchase or otherwise, any voting securities or direct or indirect rights or options to acquire any voting securities of the Company exceeding, except as contemplated in the aggregate, on an as-exercised or as-converted basis if applicable, 50,000 shares of voting Common Stock of the CompanySPRI Proposal; (ii) except at the specific written request of the Company, propose to enter into any tender or exchange offer or merger or other business combination involving the Company or to purchase a material portion any of the assets of the Company; its subsidiaries, (iii) makeany recapitalization, restructuring, liquidation, dissolution or in other extraordinary transaction with respect to the Company or any way participate, in of its subsidiaries or (iv) any "SOLICITATIONsolicitation" of "PROXIESproxies" to vote (as such terms are used in the proxy rules of the 1934 ActSecurities and Exchange Commission) or seek consents to advise or influence any person with respect to txx xxxxxg of, vote any voting securities of the Company; , except in favor of the SPRI Proposal, (ivc) solicit form, join or permit in any person or entity to join their way participate in a "GROUPgroup" (within as defined under the meaning Securities Exchange Act of Section 13(d)(3) of the 1934 Act) 1934, as amended), with respect to any voting the securities of the Company; , except as contemplated by this Agreement and the transactions contemplated hereby, (vd) oxxxxxxxx otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company Company, (other than in Laikin's fiduciary capacity acting as a shareholder or director of in the Companyordinary course); , (vie) publicly announce or refer to any proposal for an extraordinary corporate transaction involving the Company, or take any action for (other than as required by the purpose Securities Exchange Act of requiring 1934, as amended) which might force the Company to make a public announcement regarding any of the possibility types of any such extraordinary corporate transaction; matters set forth in (viia) disclose any intentionthrough (d) above, plan or arrangement inconsistent with the foregoing or (f) advise, assist or encourage any other persons in connection with the foregoing, or request that (g) enter into any discussions or arrangements with any third party (other than the Company amend or waive Board, any committee of the terms of this Section 10.10; (viii) sell Board or transfer more than one percent (1%) of the total outstanding voting securities of the Company to any person, entity or "group" (within the meaning of Section 13(d)(3) of the 1934 Act), or sell or transfer any such voting securities to any such person, entity or group who or which, after the consummation of such sale or transfer, would beneficially own more than fourteen and nine-tenths percent (14.9%) of the total outstanding voting securities representative of the Company; or (ix) permit any of such Party's affiliates or associates or members of such Party's "GROUP" (within the meaning of Section 13(d)(3) of the 1934 Act) with respect to do any of the foregoing. The Parties agree and acknowledxx xxxx the provisions of this Section 10.10 shall be in addition to the standstill provisions contained in Section 14(a) of the March Letter Agreement to the extent it is in force (NLAG and the Purchasers assert that it is not, the Company asserts that it is) and to the extent it binds any of the Parties (NLAG and the Purchasers take the position that, if it is in force, it binds only the parties who executed it, the Company takes the position that the parties who executed the March Letter Agreement are responsible for causing their affiliates and associates to abide by it); provided, however, that the right of NLAG and the Purchasers contained in clause (i) of the first sentence of this Section 10.10 to purchase in the aggregate 50,000 shares of voting Common Stock shall be deemed to supercede any restriction to the contrary contained in Section 14(a) of the March Letter Agreement with respect only to purchases of Common Stock made or committed to be made prior to the termination of this Agreement; provided, further, however, that in the event this Agreement is validly terminated, Section 14(a) of the March Letter Agreement shall apply to the Parties (if it has remained in force) to the extent such Parties were subject to the provisions of the March Letter Agreement as if Section 14(a) of the March Letter Agreement is no longer superceded as described herein with respect to any purchases of Common Stock committed to be made after the termination of this Agreement.

Standstill Agreement. NLAG and each Purchaser 4.1.1 Each Seller Party agrees that until the earlier of (a) the Closing Date or (b) five (5) days after the termination of that, except as provided in this Agreement pursuant to Article 8 hereofor any other Transaction Document, other than with respect to during the transactions contemplated Standstill Period (as defined below), neither such Seller Party nor any of such Seller Party’s Affiliates will, unless specifically invited in writing by this Agreement, without the prior written consent of the Company, such Party will notNew Parent, directly or indirectly, alone or in concert with any other Person: (i) except for any securities of New Parent granted to Xxxxxx in his capacity as a director or employee of New Parent and its Subsidiaries, acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, by purchase or otherwise, any direct or indirect beneficial interest in any voting securities or direct or indirect rights any rights, warrants or options to acquire acquire, or securities convertible into or exchangeable for, any voting securities of the Company exceeding, in the aggregate, on an as-exercised or as-converted basis if applicable, 50,000 shares of voting Common Stock of the CompanyNew Parent; (ii) except at the specific written request of the Company, propose to enter into any merger make or business combination involving the Company or to purchase otherwise become a material portion of the assets of the Company; (iii) make, or “participant” in any way participate, in any "SOLICITATION" “solicitation” of "PROXIES" “proxies” to vote (as such terms are used in the proxy rules of the 1934 Exchange Act) ), or seek to advise or influence any person Person with respect to txx xxxxxg of, the voting of any voting securities of the CompanyNew Parent; (iviii) solicit form, join or permit any person or entity to join their "GROUP" (way participate in a “group” within the meaning of Section 13(d)(3) of the 1934 Act) Exchange Act with respect to any voting securities of New Parent; (iv) publicly offer, seek, or propose to acquire, outside the Company; ordinary course of business, any of the assets of New Parent, (v) oxxxxxxxx actotherwise propose or participate in a proposal to New Parent or any of its Affiliates or any other Person with respect to any merger, alone business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company (other than in Laikin's fiduciary capacity as a director of the Company)transaction involving New Parent; (vi) publicly otherwise seek to control, change or influence the management or Board of Directors of New Parent or nominate any Person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of New Parent or any of its Affiliates; or (vii) announce an intention to take, or refer enter into any arrangement or understanding with others to take, any proposal for an extraordinary corporate transaction involving of the Companyactions restricted or prohibited under clauses (i) through (vi) of this Section 4.01, or take any action for the purpose of requiring the Company that would result in New Parent having to make a public announcement regarding the possibility of any such extraordinary corporate transaction; (vii) disclose any intention, plan or arrangement inconsistent with the foregoing or advise, assist or encourage any other persons in connection with the foregoing, or request that the Company amend or waive any of the terms matters referred to in clauses (i) through (vi) of this Section 10.10; 4.01. Seller may make any request or proposal (viii) sell but only privately to New Parent or transfer more than one percent (1%) the Board of the total outstanding voting securities Directors of the Company to any person, entity or "group" (within the meaning of Section 13(d)(3) of the 1934 Act), or sell or transfer any such voting securities to any such person, entity or group who or which, after the consummation of such sale or transfer, would beneficially own more than fourteen New Parent and nine-tenths percent (14.9%) of the total outstanding voting securities of the Company; or (ix) permit any of such Party's affiliates or associates or members of such Party's "GROUP" (within the meaning of Section 13(d)(3) of the 1934 Actnot publicly) to do amend, waive or terminate any of the foregoing. The Parties agree and acknowledxx xxxx the provisions provision of this Section 10.10 shall be in addition to the standstill provisions contained in Section 14(a) of the March Letter Agreement to the extent it is in force (NLAG and the Purchasers assert that it is not, the Company asserts that it is) and to the extent it binds any of the Parties (NLAG and the Purchasers take the position that, if it is in force, it binds only the parties who executed it, the Company takes the position that the parties who executed the March Letter Agreement are responsible for causing their affiliates and associates to abide by it); provided, however, that the right of NLAG and the Purchasers contained in clause (i) of the first sentence of this Section 10.10 to purchase in the aggregate 50,000 shares of voting Common Stock shall be deemed to supercede any restriction to the contrary contained in Section 14(a) of the March Letter Agreement with respect only to purchases of Common Stock made or committed to be made prior to the termination of this Agreement; provided, further, however, that in the event this Agreement is validly terminated, Section 14(a) of the March Letter Agreement shall apply to the Parties (if it has remained in force) to the extent such Parties were subject to the provisions of the March Letter Agreement as if Section 14(a) of the March Letter Agreement is no longer superceded as described herein with respect to any purchases of Common Stock committed to be made after the termination of this Agreement.4.01. “

Standstill Agreement. NLAG Seller shall not, and each Purchaser agrees shall cause its Affiliates not to, either directly or through investment bankers, attorneys, accountants or other advisors ("Representatives") unless and until Seller shall has received the prior written invitation or approval of a majority of directors of Buyer (it being understood that until the earlier of (a) the Closing Date or (b) five (5) days after the termination execution of this Agreement pursuant to Article 8 hereof, other than with respect to by the transactions contemplated by this Agreement, without the prior written consent of the Company, parties does not constitute such Party will notan invitation), directly or indirectly: indirectly (i) acquire, offer to acquire, or agree to acquire, by purchase acquire or otherwise, make any voting securities or direct or indirect rights or options proposal to acquire any voting securities of the Company exceedingBuyer or any of its subsidiaries, in the aggregateany warrant or option to acquire any such securities, on an as-exercised any security convertible into or as-converted basis if applicableexchangeable for any such securities or any other right to acquire any such securities, 50,000 shares of voting Common Stock of the Company; (ii) except at the specific written request seek or propose, or, as to any of the Companyfollowing occurring prior to the Closing under the Acquisition Agreement, propose to enter into any merger or business combination involving the Company or to purchase unless approved by a material portion majority of the current directors of Buyer (excluding Seller's de- signees) vote in favor of, any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquida- tion, restructuring, recapitalization or similar transac- tions of the Company; or involving Buyer or any of its subsidiaries, (iii) make, or in any way participateparticipate in, in any "SOLICITATIONsolicita- tion" of "PROXIESproxies" or "consents" (whether or not relating to vote the election or removal of directors) within the meaning of Regulation 14A under the Securities and Ex- change Act of 1934 as amended (as such terms are used in the proxy rules "Exchange Act") with respect to any securities of the 1934 Act) Buyer or any of its subsid- iaries, or seek to advise or influence any person or become a participant with respect to txx xxxxxg ofthe voting of any securi- ties of Buyer or any of its subsidiaries, any voting securities or demand a copy of the Company; stock ledger list of stockholders, or any other books and records of Buyer or any of its subsidiar- ies (other than requests made by Seller's designees on Buyer's board of directors exercising their fiduciary duties as directors of Buyer), (iv) solicit initiate, propose or permit participate in the solicitation of stockholders for the approval of one or more stockholder proposals with re- spect to Buyer or its subsidiaries, as described in Rule 14a-8 under the Exchange Act, or induce or encourage any person other individual or entity to initiate any stockholder proposal relating to Buyer or its subsidiaries, (v) form, join their or in any way participate in a "GROUPgroup" (within the meaning of Section 13(d)(3) of the 1934 Exchange Act) with respect to any voting acquisition of securities of the Company; Buyer or any of its subsidiaries, (vvi) oxxxxxxxx otherwise act, alone or in concert with others, to seek to control or influence influence, in any manner, the management, Board of Directors or policies poli- cies of the Company Buyer or any of its subsidiaries (other than actions taken by Seller's designees on Buyer's board of directors exercising their fiduciary duties as directors of Buyer), (vii) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or en- courage, any other persons in Laikin's fiduciary capacity as a director connection with any of the Companyforegoing, or make any investment in (other than passive investments permitted by Sections 3 and 6 hereof), in any of the foregoing, (viii) make any publicly disclosed pro- posal regarding any of the foregoing; (viix) publicly announce enter into any discussions, negotiations, arrangements or refer under- standings with or provide any information to any proposal for an extraordinary corporate transaction involving third party with respect to any of the Company, foregoing; or take any action for the purpose of requiring the Company to make a public announcement regarding the possibility of any such extraordinary corporate transaction; (viix) disclose any intention, plan or arrangement inconsistent inconsis- tent with the foregoing prohibitions or advise, advise or assist or encourage any other persons third party in connection with any activity included in the foregoing prohibitions. Seller also shall not make any proposal, statement or inquiry, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with the foregoing, or request that Buyer di- rectly or indirectly, to amend, waive or terminate any provision of this Section 5 or the Company amend term of this Section 5 (including this sentence). During the period from the date of this Agreement through the closing under the Acquisition Agreement, if Seller is approached by any third party concerning the participation by Seller or waive the third party in a transaction involving Buyer's assets, businesses or securities or involving any of the terms of this Section 10.10; (viii) sell or transfer more than one percent (1%) forego- ing actions, Seller will promptly inform Buyer of the total outstanding voting securities of the Company to any person, entity or "group" (within the meaning of Section 13(d)(3) of the 1934 Act), or sell or transfer any such voting securities to any such person, entity or group who or which, after the consummation nature of such sale or transfer, would beneficially own more than fourteen and nine-tenths percent (14.9%) of the total outstanding voting securities of the Company; or (ix) permit any of such Party's affiliates or associates or members of such Party's "GROUP" (within the meaning of Section 13(d)(3) of the 1934 Act) to do any of the foregoing. The Parties agree and acknowledxx xxxx the provisions of this Section 10.10 shall be in addition to the standstill provisions contained in Section 14(a) of the March Letter Agreement to the extent it is in force (NLAG contact and the Purchasers assert that it is not, the Company asserts that it is) and to the extent it binds any of the Parties (NLAG and the Purchasers take the position that, if it is in force, it binds only the parties who executed it, the Company takes the position that the parties who executed the March Letter Agreement are responsible for causing their affiliates and associates to abide by it); provided, however, that the right of NLAG and the Purchasers contained in clause (i) of the first sentence of this Section 10.10 to purchase in the aggregate 50,000 shares of voting Common Stock shall be deemed to supercede any restriction to the contrary contained in Section 14(a) of the March Letter Agreement with respect only to purchases of Common Stock made or committed to be made prior to the termination of this Agreement; provided, further, however, that in the event this Agreement is validly terminated, Section 14(a) of the March Letter Agreement shall apply to the Parties (if it has remained in force) to the extent such Parties were subject to the provisions of the March Letter Agreement as if Section 14(a) of the March Letter Agreement is no longer superceded as described herein with respect to any purchases of Common Stock committed to be made after the termination of this Agreementthereto.

Standstill Agreement. NLAG and each Purchaser Each Holder agrees that until the earlier of (a) the Closing Date or (b) five (5) days after the termination of that, except as provided in this Agreement pursuant to Article 8 hereof, or any other than with respect to the transactions contemplated by this Transaction Agreement, without during the prior written consent Standstill Period, neither such Holder nor any of the Companysuch Holder’s controlled Affiliates will, such Party will notunless specifically invited in writing by Parent, directly or indirectly, alone or in concert with any other person: (i) acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, by purchase or otherwise, any direct or indirect beneficial interest in any voting securities or direct or indirect rights any rights, warrants or options to acquire acquire, or securities convertible into or exchangeable for, any voting securities of the Company exceeding, in the aggregate, on an as-exercised Parent or as-converted basis if applicable, 50,000 shares any of voting Common Stock of the Companyits Subsidiaries; (ii) except at the specific written request of the Company, propose to enter into any merger make or business combination involving the Company or to purchase otherwise become a material portion of the assets of the Company; (iii) make, or “participant” in any way participate, in any "SOLICITATION" “solicitation” of "PROXIES" “proxies” to vote (as such terms are used in the proxy rules of the 1934 Exchange Act) ), or seek to advise or influence any person or entity with respect to txx xxxxxg of, the voting of any voting securities of the CompanyParent; (iviii) solicit form, join or permit any person or entity to join their "GROUP" (way participate in a “group” within the meaning of Section 13(d)(3) of the 1934 Act) Exchange Act with respect to any voting securities of Parent; (iv) publicly offer, seek, or propose to acquire, outside the Company; ordinary course of business, any of the assets of Parent or any of its Subsidiaries, (v) oxxxxxxxx actotherwise propose or participate in a proposal to Parent or any of its Affiliates or any other Person with respect to any merger, alone business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or in concert with others, to seek to control other transaction involving Parent or influence the management, Board any of Directors or policies of the Company (other than in Laikin's fiduciary capacity as a director of the Company)its Subsidiaries; (vi) publicly otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or refer enter into any arrangement or understanding with others to take, any proposal for an extraordinary corporate transaction involving of the Companyactions restricted or prohibited under clauses (i) through (vii) of this Section 2.01, or take any action for the purpose of requiring the Company that would result in Parent having to make a public announcement regarding any of the possibility of any such extraordinary corporate transaction; matters referred to in clauses (i) through (vii) disclose of this Section 2.01. Impala may make any intentionrequest or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, plan waive or arrangement inconsistent with terminate any provision of this Section 2.01. “Standstill Period” means the foregoing or advise, assist or encourage any other persons in connection with five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or request makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority of the Company amend voting securities or waive assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end of the Standstill Period, except with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Section 10.10; (viii) sell or transfer more than one percent (1%) of the total outstanding voting securities of the Company to any person, entity or "group" (within the meaning of Section 13(d)(3) of the 1934 Act), or sell or transfer any such voting securities to any such person, entity or group who or which, after the consummation of such sale or transfer, would beneficially own more than fourteen and nine-tenths percent (14.9%) of the total outstanding voting securities of the Company; or (ix) permit any of such Party's affiliates or associates or members of such Party's "GROUP" (within the meaning of Section 13(d)(3) of the 1934 Act) to do any of the foregoing. The Parties agree and acknowledxx xxxx the provisions of this Section 10.10 shall be in addition to the standstill provisions contained in Section 14(a) of the March Letter Agreement to the extent it is in force (NLAG and the Purchasers assert that it is not, the Company asserts that it is) and to the extent it binds any of the Parties (NLAG and the Purchasers take the position that, if it is in force, it binds only the parties who executed it, the Company takes the position that the parties who executed the March Letter Agreement are responsible for causing their affiliates and associates to abide by it); provided, however, that the right of NLAG and the Purchasers contained in clause (i) of the first sentence of this Section 10.10 to purchase in the aggregate 50,000 shares of voting Common Stock shall be deemed to supercede any restriction to the contrary contained in Section 14(a) of the March Letter Agreement with respect only to purchases of Common Stock made or committed to be made prior to the termination of this Agreement; provided, further, however, that in the event this Agreement is validly terminated, Section 14(a) of the March Letter Agreement shall apply to the Parties (if it has remained in force) to the extent such Parties were subject to the provisions of the March Letter Agreement as if Confidential Information pursuant to Section 14(a) of the March Letter Agreement is no longer superceded as described herein with respect to any purchases of Common Stock committed to be made after the termination of this Agreement3.03.

Standstill Agreement. NLAG For a period commencing with the date of this Agreement and each Purchaser agrees that until ending on the earlier of (ai) the Closing Date or date two (b2) five (5) days years after the termination date of this Agreement pursuant to Article 8 hereofor (ii) the Termination Date (as defined below) (the “Standstill Period”), other than with respect to the transactions contemplated by this AgreementTEC shall not, without the prior written consent of the Company, such Party will not, directly Newport or indirectlyNewport’s Board of Directors: (ia) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights or options to acquire any voting securities (A) during such time that TEC beneficially owns (for purposes of Section 13(d) of the Company exceeding, in the aggregate, on an as-exercised Exchange Act) five percent (5%) or as-converted basis if applicable, 50,000 shares of voting Common Stock more of the Companyvoting power of Newport, or (B) which when added to the Shares then owned by TEC and its subsidiaries, would result in TEC and its subsidiaries beneficially owning (for purposes of Section 13(d) of the Exchange Act) of more than five percent (5%) of the voting power of Newport; (ii) except at the specific written request of the Company, propose to enter into any merger or business combination involving the Company or to purchase a material portion of the assets of the Company; (iiib) make, or in any way participate, directly or indirectly, in any "SOLICITATION" “solicitation” of "PROXIES" “proxies” to vote (as such terms are used in the proxy rules of the 1934 Exchange Act) ), or seek to advise or influence any person or entity with respect to txx xxxxxg of, the voting of any voting securities of the CompanyNewport; (ivc) solicit make any public announcement with respect to, or permit submit a proposal for, or offer of (with or without conditions) any person merger, business combination, recapitalization, restructuring or entity to other extraordinary transaction involving Newport or any of its securities or material assets; (d) form, join their "GROUP" (within the meaning of or in any way participate in a “group” as defined in Section 13(d)(3) of the 1934 Act) Exchange Act in connection with respect to any voting securities of the Companyforegoing; (ve) oxxxxxxxx act, alone otherwise act or in concert with others, to seek to control or influence the management, Board of Directors or policies of Newport (provided that TEC shall be entitled to exercise its rights under the Company (other than in Laikin's fiduciary capacity as a director of the CompanyPromissory Note); (vif) publicly announce or refer to any proposal for an extraordinary corporate transaction involving the Company, or take any action for the purpose of requiring the Company that could reasonably be expected to require Newport to make a public announcement regarding the possibility of any such extraordinary corporate transactionof the events described in clauses (a) through (e) above; or (viig) disclose any intentionrequest Newport, plan directly or arrangement inconsistent with the foregoing or adviseindirectly, assist or encourage any other persons in connection with the foregoing, or request that the Company to amend or waive any of the terms provision of this Section 10.10; paragraph. For the purposes of this paragraph, the “Termination Date” shall mean the earliest of (viiii) sell the date on which Newport (A) enters into a definitive agreement with an unaffiliated third party or transfer more parties to merge, consolidate or otherwise combine, with such third party or parties in a transaction where the holders of Newport’s outstanding shares immediately prior to such merger or consolidation would hold, in the aggregate, securities possessing less than one fifty percent (150%) of the total combined voting power of the combined or surviving entity immediately after such merger or consolidation, or to sell substantially all of Newport’s business or assets or securities representing a majority of the then outstanding voting power of Newport’s securities, or (B) makes a public announcement that it is negotiating a transaction with an unaffiliated third party or parties covered by the foregoing clause (A), or (ii) the date a third party or group (as defined above) (X) acquires beneficial ownership of voting securities (including those convertible or exchangeable into such voting securities) of Newport representing twenty percent (20%) or more of the then outstanding voting securities of the Company Newport; or (Y) announces or commences a tender or exchange offer to acquire voting securities of Newport which, if successful, would result in such person or group owning, when combined with any personother voting securities of Newport owned by such person or group, entity twenty percent (20%) or "group" (within the meaning of Section 13(d)(3) more of the 1934 Act), or sell or transfer any such then outstanding voting securities to any of Newport. During the Standstill Period, such person, entity restrictions (other than those in clause (a) above) shall remain in effect during such time as TEC owns or group who or which, after the consummation of such sale or transfer, would beneficially own more than fourteen and nine-tenths controls five percent (14.95%) or more of the outstanding shares of Common Stock. In the event that during the Standstill Period, TEC owns or controls less than five percent (5%) of the total outstanding voting securities shares of the Company; or (ix) permit any of such Party's affiliates or associates or members of such Party's "GROUP" (within the meaning of Section 13(d)(3) of the 1934 Act) Common Stock, it shall continue to do any of the foregoing. The Parties agree and acknowledxx xxxx the provisions of this Section 10.10 shall be in addition subject to the standstill provisions contained in Section 14(a) of the March Letter Agreement to the extent it is in force (NLAG and the Purchasers assert that it is not, the Company asserts that it is) and to the extent it binds any of the Parties (NLAG and the Purchasers take the position that, if it is in force, it binds only the parties who executed it, the Company takes the position that the parties who executed the March Letter Agreement are responsible for causing their affiliates and associates to abide by it); provided, however, that the right of NLAG and the Purchasers contained restrictions in clause (ia) of the first sentence of this Section 10.10 to purchase in the aggregate 50,000 shares of voting Common Stock shall be deemed to supercede any restriction to the contrary contained in Section 14(a) of the March Letter Agreement with respect only to purchases of Common Stock made or committed to be made prior to the termination of this Agreement; provided, further, however, that in the event this Agreement is validly terminated, Section 14(a) of the March Letter Agreement shall apply to the Parties (if it has remained in force) to the extent such Parties were subject to the provisions of the March Letter Agreement as if Section 14(a) of the March Letter Agreement is no longer superceded as described herein with respect to any purchases of Common Stock committed to be made after the termination of this Agreementhereof.

Standstill Agreement. NLAG For a period commencing with the date of this Agreement and each Purchaser agrees that until ending on the earlier of (ai) the Closing Date or date two (b2) five (5) days years after the termination date of this Agreement pursuant to Article 8 hereofor (ii) the Termination Date (as defined below) (the "Standstill Period"), other than with respect to the transactions contemplated by this AgreementTEC shall not, without the prior written consent of the Company, such Party will not, directly Newport or indirectlyNewport's Board of Directors: (ia) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights or options to acquire any voting securities (A) during such time that TEC beneficially owns (for purposes of Section 13(d) of the Company exceeding, in the aggregate, on an as-exercised Exchange Act) five percent (5%) or as-converted basis if applicable, 50,000 shares of voting Common Stock more of the Companyvoting power of Newport, or (B) which when added to the Shares then owned by TEC and its subsidiaries, would result in TEC and its subsidiaries beneficially owning (for purposes of Section 13(d) of the Exchange Act) of more than five percent (5%) of the voting power of Newport; (ii) except at the specific written request of the Company, propose to enter into any merger or business combination involving the Company or to purchase a material portion of the assets of the Company; (iiib) make, or in any way participate, directly or indirectly, in any "SOLICITATIONsolicitation" of "PROXIESproxies" to vote (as such terms are used in the proxy rules of the 1934 Exchange Act) ), or seek to advise or influence any person or entity with respect to txx xxxxxg of, the voting of any voting securities of the CompanyNewport; (ivc) solicit make any public announcement with respect to, or permit submit a proposal for, or offer of (with or without conditions) any person merger, business combination, recapitalization, restructuring or entity to other extraordinary transaction involving Newport or any of its securities or material assets; (d) form, join their or in any way participate in a "GROUPgroup" (within the meaning of as defined in Section 13(d)(3) of the 1934 Act) Exchange Act in connection with respect to any voting securities of the Companyforegoing; (ve) oxxxxxxxx act, alone otherwise act or in concert with others, to seek to control or influence the management, Board of Directors or policies of Newport (provided that TEC shall be entitled to exercise its rights under the Company (other than in Laikin's fiduciary capacity as a director of the CompanyPromissory Note); (vif) publicly announce or refer to any proposal for an extraordinary corporate transaction involving the Company, or take any action for the purpose of requiring the Company that could reasonably be expected to require Newport to make a public announcement regarding the possibility of any such extraordinary corporate transactionof the events described in clauses (a) through (e) above; or (viig) disclose any intentionrequest Newport, plan directly or arrangement inconsistent with the foregoing or adviseindirectly, assist or encourage any other persons in connection with the foregoing, or request that the Company to amend or waive any of the terms provision of this Section 10.10; paragraph. For the purposes of this paragraph, the "Termination Date" shall mean the earliest of (viiii) sell the date on which Newport (A) enters into a definitive agreement with an unaffiliated third party or transfer more parties to merge, consolidate or otherwise combine, with such third party or parties in a transaction where the holders of Newport's outstanding shares immediately prior to such merger or consolidation would hold, in the aggregate, securities possessing less than one fifty percent (150%) of the total combined voting power of the combined or surviving entity immediately after such merger or consolidation, or to sell substantially all of Newport's business or assets or securities representing a majority of the then outstanding voting power of Newport's securities, or (B) makes a public announcement that it is negotiating a transaction with an unaffiliated third party or parties covered by the foregoing clause (A), or (ii) the date a third party or group (as defined above) (X) acquires beneficial ownership of voting securities (including those convertible or exchangeable into such voting securities) of Newport representing twenty percent (20%) or more of the then outstanding voting securities of the Company Newport; or (Y) announces or commences a tender or exchange offer to acquire voting securities of Newport which, if successful, would result in such person or group owning, when combined with any personother voting securities of Newport owned by such person or group, entity twenty percent (20%) or "group" (within the meaning of Section 13(d)(3) more of the 1934 Act), or sell or transfer any such then outstanding voting securities to any of Newport. During the Standstill Period, such person, entity restrictions (other than those in clause (a) above) shall remain in effect during such time as TEC owns or group who or which, after the consummation of such sale or transfer, would beneficially own more than fourteen and nine-tenths controls five percent (14.95%) or more of the outstanding shares of Common Stock. In the event that during the Standstill Period, TEC owns or controls less than five percent (5%) of the total outstanding voting securities shares of the Company; or (ix) permit any of such Party's affiliates or associates or members of such Party's "GROUP" (within the meaning of Section 13(d)(3) of the 1934 Act) Common Stock, it shall continue to do any of the foregoing. The Parties agree and acknowledxx xxxx the provisions of this Section 10.10 shall be in addition subject to the standstill provisions contained in Section 14(a) of the March Letter Agreement to the extent it is in force (NLAG and the Purchasers assert that it is not, the Company asserts that it is) and to the extent it binds any of the Parties (NLAG and the Purchasers take the position that, if it is in force, it binds only the parties who executed it, the Company takes the position that the parties who executed the March Letter Agreement are responsible for causing their affiliates and associates to abide by it); provided, however, that the right of NLAG and the Purchasers contained restrictions in clause (ia) of the first sentence of this Section 10.10 to purchase in the aggregate 50,000 shares of voting Common Stock shall be deemed to supercede any restriction to the contrary contained in Section 14(a) of the March Letter Agreement with respect only to purchases of Common Stock made or committed to be made prior to the termination of this Agreement; provided, further, however, that in the event this Agreement is validly terminated, Section 14(a) of the March Letter Agreement shall apply to the Parties (if it has remained in force) to the extent such Parties were subject to the provisions of the March Letter Agreement as if Section 14(a) of the March Letter Agreement is no longer superceded as described herein with respect to any purchases of Common Stock committed to be made after the termination of this Agreementhereof.