Common use of Standstill Clause in Contracts

Standstill. Purchaser agrees that, during the term of this Agreement, unless specifically invited in writing by Company, neither Purchaser nor any of its affiliates or its representatives will in any manner, directly or indirectly, (a) effect or seek, offer, or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise, assist, or encourage any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or assets of Company or any of its Subsidiaries (other than as expressly permitted by this Agreement), (ii) any tender or exchange offer, merger, or other business combination involving Company or any of its Subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, or other extraordinary transaction with respect to Company, or any of its Subsidiaries, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) or consents to vote or seek to advise or influence any person in respect of any voting securities of Company; (b) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party), to seek to control, advise, change or influence, in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take any of the foregoing actions (other than as expressly permitted by this Agreement); (c) form, join, or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (e) disclose any intention, plan or arrangement inconsistent with the foregoing; or (f) enter into any discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in force.

Standstill. Purchaser Executive agrees that, during for a period of two (2) years from the term of this Agreement, unless specifically invited in writing by CompanySeparation Date, neither Purchaser Executive nor any of its Executive’s affiliates or its representatives acting on Executive’s behalf or on behalf of other persons acting in concert with Executive will in any manner, directly or indirectly, : (a) effect or seek, offer, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way advise, assist, facilitate or encourage any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) person to effect or seek, offer, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest securities (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businessesbeneficial ownership thereof), or assets 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 (other than as expressly permitted by this Agreement)subsidiaries or affiliates, (ii) any tender or exchange offer, merger, merger or other business combination involving the Company, any of the subsidiaries or affiliates or assets of the Company or any the subsidiaries or affiliates constituting a significant portion of the consolidated assets of the Company and its Subsidiariessubsidiaries or affiliates, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, dissolution or other extraordinary transaction with respect to Company, the Company or any of its Subsidiariessubsidiaries or affiliates, or (iv) any plan “solicitation” of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "“proxies" ” (as such terms are used in the proxy rules of the Securities and Exchange Commission (the “SEC”)) or consents to vote any voting securities of the Company or seek any of its affiliates; (b) form, join or in any way participate in a “group” (as defined under Securities Exchange Act of 1934, as amended) with respect to advise the Company or influence otherwise act in concert with any person in respect of any voting securities of the Company; (bc) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party)others, to seek representation on or to control, advise, change control or influence, in any manner, influence the management, board the Board or policies of directors, governing instruments, policies, or affairs of Company, the Company or to take any of obtain representation on the foregoing actions (other than as expressly permitted by this Agreement); (c) form, join, or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actionsBoard; (d) make any public disclosure, or take any action which would or would reasonably be expected to require force the Company to make a public announcement, announcement regarding any of the foregoing; types of matters set forth in (ea) disclose any intention, plan or arrangement inconsistent with the foregoingabove; or (fe) enter into any discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser Executive also agrees during such period not to, and to request (in any manner that would reasonably be likely to cause its Affiliates and (acting on its behalfthe Company to disclose publicly) its representatives not to, seek or request permission to do any of that the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amendrepresentatives, directly or indirectly, amend or waive or terminate any provision of this Section 6.11 1.7 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth Nothing in this Section 6.11 1.7 shall remain in forcerestrict Executive from exercising vested stock options under terms and conditions of the Original Stock Option Award Documents.

Standstill. Purchaser agrees (a) You agree that, during for a period of twelve (12) months from the term date of this Agreementletter agreement, unless specifically invited except as expressly requested or consented to in writing by the Board of Directors of the Company, neither Purchaser nor any you shall not, and you shall cause each of its affiliates or its representatives will in any manneryour Affiliates not to, directly or indirectly, through one or more intermediaries or otherwise (aincluding any of your Representatives or other persons acting on your behalf) effect or seek, offer, or propose (whether publicly or otherwiseacting alone, as part of any Group (as defined below) to effect, or cause or participate in or in any way advise, assist, or encourage concert with any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate inperson), (i) acquire, agree to acquire or propose or offer to acquire (through Beneficial Ownership (as defined below) of or otherwise) (x) any acquisition Capital Stock (as defined below) of any interest (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or assets of the Company or any of its Subsidiaries subsidiaries, or (other than y) any Derivative Instrument (as expressly permitted by this Agreementdefined below) (in any case, whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), (ii) seek or propose any merger, consolidation, business combination, tender or exchange offer, mergersale or purchase of assets, dissolution, liquidation, restructuring, recapitalization or other business combination similar transaction of or involving the Company or any of its Subsidiariessubsidiaries, (iii) make, in any recapitalization, restructuring, reorganization, liquidation, dissolutionway participate or engage in, or other extraordinary transaction assist any person in connection with, any solicitation of proxies or consents (whether or not relating to the election or removal of directors) within the meaning of Rule 14a-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any of the Company’s securities, or seek to advise any person with respect to any such solicitation, or demand a copy of the stock ledger, list of stockholders or any other books or records of the Company, or initiate, support or intentionally encourage any stockholder proposal with respect to the Company that is not sponsored by the Board of its SubsidiariesDirectors of the Company, including the nomination of, or withholding of votes for, directors, (iv) form, join or in any plan of reorganization way participate in a Group with respect to Company, or any of its Subsidiariesthe Company’s securities, or (v) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) or consents to vote or seek to advise or influence any person in respect of any voting securities of Company; (b) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party)others, to seek or propose to controlchange, control or advise, change or influence, in any manner, the management, board Board of directorsDirectors, governing instruments, policies, policies or affairs of the Company, (vi) have any discussions or to take enter into any of the foregoing actions (other than as expressly permitted by this Agreement); (c) formcontract, joinagreement, arrangement or understanding with, or in advise, finance (or arrange financing for), assist or intentionally encourage, any way participate in a "group" (as defined under the Exchange Act) other persons in connection with any of the foregoing actions; matters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, this Section 6(a), or (dvii) make any public disclosure, publicly disclosed proposal or take any action which would reasonably be expected to require Company to make a public announcement, request regarding any of the foregoing; (e) , publicly disclose any intention, plan or arrangement (whether written or oral) inconsistent with the foregoing; foregoing or seek (fwhether by legal action or otherwise) enter into to take any discussions action that would reasonably be expected to require the Company to make any public disclosure at the time such action is taken or arrangements with any third party (including, without limitation, any holder request of securities or other interests in the Board of Directors of the Company, directly or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not toindirectly, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 6(a) be amended, waived or terminated (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding i)-(vii), the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11“Standstill Restrictions”); provided, however, that the Standstill Restrictions are not intended to and shall not prohibit or otherwise prevent (i) you or any of your Affiliates from making a confidential proposal to the Company or the Company’s Board of Directors in relation to a transaction, arrangement or activity that would otherwise be restricted by the Standstill Restrictions so long as such proposal is not known by you to be required to be publicly disclosed pursuant to applicable law (prior to mutual public disclosure regarding the Possible Transaction), (ii) passive investments by a pension or employee benefit plan or trust for your or your Affiliates’ employees so long as such investments are directed by independent trustees, administrators or employees to whom no Evaluation Material or Discussion Information has been disclosed, (iii) your or your Affiliates’ ownership of the shares of any mutual fund or similar financial institution that owns Company securities, (iv) ownership of securities of the Company by a person acquired by you (or any of your Affiliates) on the date such person first entered into an agreement to be acquired by you (or such Affiliate) or acquired after such person was acquired by you (or such affiliate) pursuant to an agreement requiring (but only to the extent requiring) such person to acquire such securities, which agreement was in effect on the date such person first entered into an agreement to be acquired by you (or such Affiliate) or (v) any other restrictions set forth acquisition of the Company’s securities by you or your Affiliates that results in this Section 6.11 shall remain in forcethe ownership by you and your Affiliates of not more than 4% of the outstanding and issued equity securities of the Company.

Standstill. Purchaser BRS agrees that, during until the term expiration of two years from the date of this Agreement, unless specifically invited in writing by Companywithout prior written invitation (on an unsolicited basis) of DLCH's Board of Directors, neither Purchaser nor any of it and its affiliates or its representatives will not (i) in any mannermanner acquire, agree to acquire or make any proposal or offer or otherwise seek to acquire, directly or indirectly, any securities (aor rights in respect thereof), assets or property of DLCH or any of its subsidiaries or of any successor thereto or person in control thereof, whether such agreements or proposals or offers are made with or to DLCH or any of its subsidiaries (or a successor thereto or person in control thereof) effect or seeka third party; (ii) enter into or agree, offer, seek or propose to enter into or otherwise be involved in or part of, directly or indirectly, any merger, acquisition transaction or other business combination relating to DLCH or any of its subsidiaries or any of their respective assets; (whether publicly or otherwiseiii) to effectmake, or cause or participate in or in any way advise, assist, or encourage any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest (includingdirectly or indirectly, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or assets of Company or any of its Subsidiaries (other than as expressly permitted by this Agreement), (ii) any tender or exchange offer, merger, or other business combination involving Company or any of its Subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, or other extraordinary transaction with respect to Company, or any of its Subsidiaries, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) any and "solicitation" of "proxies" (as such terms are used in the proxy rules of the SECSecurities Exchange Act of 1934, as amended (the "Exchange Act")) or consents to vote vote, or seek to advise or influence any person in with respect of to the voting of, any voting securities of Company; (b) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, DLCH or any of its Subsidiaries subsidiaries or of any successor thereto or person in control thereof, (including by providing financing for another party), to seek to control, advise, change or influence, in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take any of the foregoing actions (other than as expressly permitted by this Agreement); (civ) form, join, 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 any voting securities of DLCH or any of its subsidiaries or of any successor thereto or person in control thereof; (v) seek or propose, alone or in concert with others, to control or influence the management, Board of Directors or policies of DLCH; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other person (except internal discussions and planning activities involving its Representatives) with respect to any of the foregoing activities or propose any of such activities to any other person (other than its Representatives); (vii) directly or indirectly advise, encourage, assist, act as a financing source for or otherwise invest in any other person in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (eviii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; or (f) enter into any discussions or arrangements with any third party (including. BRS also agrees that, without limitationduring such two-year period, any holder of securities or other interests in Company, or neither it nor any of its Subsidiariesaffiliates will: (i) with respect request DLCH or its advisors, directly or indirectly, to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf1) its representatives not to, seek amend or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence). The foregoing is not intended ; or (ii) take any initiative with respect to preclude ordinary course discussions between management DLCH or any of its subsidiaries that could be reasonably be expected to require DLCH to make a public announcement regarding (1) such initiative, (2) any of the parties regarding potential commercial transactions not relating activities referred to in this paragraph, (3) the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that possibility of a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company Transaction or any similar transaction or (y4) enters into an agreement with Company contemplating the acquisition (possibility of BRS or any other person acquiring control of DLCH, whether by way means of mergera business combination or otherwise. Additionally, tender BRS's Chief Executive Officer may contact DLCH's Chief Executive Officer for the purpose of expressing continuing or renewed interest in a Transaction or in any other business relationship, provided that, unless invited to do so by DLCH's Chief Executive Officer, no offer or otherwise) proposal shall be made that would require disclosure or formal consideration by DLCH or its Board of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in forceDirectors.

Standstill. Purchaser Each Investor agrees thatthat from the date hereof and until one year following the date hereof (the “Standstill Period”), during the term it will not, and will also ensure that no member of this Agreement, unless specifically invited in writing by Company, neither Purchaser its Investor Group nor any Person acting on behalf of or in concert with such Investor nor any member of its affiliates or its representatives Investor Group, will in any manner, directly or indirectly, (a) effect or seek, offer, or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise, assist, or encourage any other Person (including, without limitation, any holder the prior written consent of securities or other interests in the Company, or any of its Subsidiaries or any successor entity) to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate in, : (i) any acquire, agree to acquire, propose, seek or offer to acquire, or facilitate the acquisition of any interest (including, without limitationor ownership of, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or assets securities of Company or any of its Subsidiaries (other than as expressly permitted by this Agreement), (ii) any tender or exchange offer, merger, or other business combination involving the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities that (iiitaken together with all Shares and other voting securities held by such Investor Group) exceeds 19.9% of the then outstanding shares of Common Stock; (ii) enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring, reorganization, liquidation, dissolution, restructuring or other extraordinary transaction with respect to Company, involving the Company or any of its Subsidiaries; (iii) initiate, (iv) any plan of reorganization with respect to Companyencourage, make, or in any way participate or engage in, any “solicitation” of its Subsidiaries, or (v) any "solicitation" of "“proxies" (” as such terms are used in the proxy rules of the SEC) or consents Commission to vote vote, or seek to advise or influence any person in Person with respect of to the voting of, any voting securities of the Company; (biv) file with the Commission a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its stockholders that would be required to be filed with the Commission pursuant to Rule 14a-12 or other provisions of the Exchange Act; (v) nominate or recommend for nomination a Person for election at any stockholder meeting at which directors of the Company’s board of directors are to be elected; (vi) submit any stockholder proposal for consideration at, or bring any other business before, any Company stockholder meeting; (vii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company; (ix) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the stockholders of the Company; (x) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party)others, to seek to control, advise, change control or influence, in any manner, influence the management, board of directors, governing instruments, policies, management or affairs of Company, or to take any the policies of the foregoing actions (other than as expressly permitted by this Agreement)Company; (c) form, join, or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (exi) disclose any intention, plan or arrangement prohibited by, or inconsistent with with, the foregoing; or (fxii) advise, assist or encourage or enter into any discussions discussions, negotiations, agreements or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party Persons in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in forceforegoing.

Standstill. Purchaser agrees that(a) During the Standstill Period, during the term of this Agreementeach Stockholder shall not, unless specifically invited in writing by Company, neither Purchaser nor shall it direct or cause any member of its affiliates Stockholder Group or its representatives will in any mannerand their respective Affiliates and Representatives (on behalf of such Stockholder) to, directly or indirectly: (i) make, (a) effect or seek, offer, or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise, assist, participate or encourage any other Person (including, without limitationengage in, any holder “solicitation” of securities or other interests in Company, or any of its Subsidiaries or any successor entity) to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or assets of Company or any of its Subsidiaries (other than as expressly permitted by this Agreement), (ii) any tender or exchange offer, merger, or other business combination involving Company or any of its Subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, or other extraordinary transaction with respect to Company, or any of its Subsidiaries, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "“proxies" ” (as such terms are used and defined in the proxy rules promulgated the Exchange Act) to vote any Company Securities (whether at a stockholders meeting of the SECCompany or by written consents for action by stockholders in lieu of a meeting, or deposit any Company Securities in a voting trust or subject them to a voting agreement or other agreement of similar effect) or consents for purposes of electing Directors to vote or seek to advise or influence the Board (other than any person solicitation of proxies solely in respect of the nomination of Directors of the Company and the Stockholders referred to in Section 3.2), (ii) subject to Section 6.1(c), make any voting securities proposal to acquire or acquire, directly or indirectly, by purchase or otherwise, Beneficial Ownership of Company; any Company Securities if, after giving effect to such acquisition, its Stockholder Group, together with their respective Affiliates, in the aggregate, would have Beneficial Ownership of more than thirty percent (b30%) otherwise actof the issued and outstanding Company Securities, alone (iii) propose to enter into, directly or in concert with others including, without limitationindirectly, any holder of securities merger, consolidation, business combination or other interests in similar transaction involving the Company, or make any of its Subsidiaries tender offer or exchange offer for Company Securities, (including by providing financing for another party), to seek to control, advise, change or influence, in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take any of the foregoing actions (other than as expressly permitted by this Agreement); (civ) form, join, join or in any way participate in or enter into any agreement, arrangement or understanding with a "“group" ” (as defined under within the meaning of Section 13(d)(3) of the Exchange Act) in connection with respect to any of the foregoing actions; Company Securities, other than with each other, (dv) make publicly disclose, directly or through any public disclosureRepresentative, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (e) disclose any intention, plan or arrangement inconsistent with the foregoing; foregoing or (fvi) advise, assist or encourage, or enter into any discussions discussions, negotiations, agreements or arrangements with any third party (including, without limitationwith, any holder of securities or other interests person in Company, or any of its Subsidiaries) connection with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in force.

Standstill. Purchaser agrees that, during (a) Without the term prior written approval of this Agreement, unless specifically invited in writing by the Company, neither Purchaser nor any none of its affiliates or its representatives will in any mannerthe Stockholders shall, directly or indirectly, and the Stockholders shall cause their controlled Affiliates not to, directly or indirectly: (ai) effect make, or seekin any way participate or engage in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act) to vote, or advise or knowingly influence, or seek to advise or knowingly influence, any Person with respect to the voting of, any Voting Securities, including by forming, joining or in any way participating in a Group (other than a group among the Stockholders and their Affiliates); (ii) form, join or in any way participate in, or enter into any agreement, arrangement or understanding with, a Group with respect to Voting Securities (other than a group among the Stockholders and their Affiliates); (iii) commence any tender or exchange offer for any Voting Securities; (iv) enter into or agree, offer, propose or propose seek (whether publicly or otherwise) to effectenter into, or cause or participate otherwise be involved in or in any way advise, assistpart of, or publicly support, announce, endorse or encourage any other Person (including, without limitationor submit to the Company or its Board, any holder of securities acquisition transaction, merger or other interests in Company, business combination relating to all or any part of its Subsidiaries or any successor entity) to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or assets of the Company or any of its Subsidiaries subsidiaries, or that would result in the Stockholders (other collectively) Beneficially Owning, in the aggregate, Voting Securities representing more than the Voting Securities Beneficially Owned by the Stockholders (collectively) as expressly permitted by of the date of this Agreement), 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 extraordinary transaction involving the Company or any of its subsidiaries; (iiv) call or seek to call a meeting of the stockholders of the Company or initiate, support or endorse any stockholder proposal for action by stockholders of the Company, including any action by written consent; (vi) acquire, offer or propose to acquire, or agree or seek to acquire, or solicit the acquisition of, by purchase, tender or exchange offer, mergerthrough the acquisition of control of another Person (including by way of merger or consolidation), by joining a partnership, syndicate or other Group, through the use of a derivative instrument or voting agreement, or otherwise, Beneficial Ownership of any additional Voting Securities (other business combination involving Company than (A) pursuant to any stock split or any of its Subsidiariesstock dividend or similar corporate action affecting all security holders on a pro rata basis, (iiiB) from other Stockholders or their Affiliates or (C) through open-market purchases, up to an amount such that the Stockholders Beneficially Own, in the aggregate, less than 6% of the Total Voting Power); (vii) deposit any recapitalizationVoting Securities in a voting trust or similar arrangement or subject any Voting Securities to any voting agreement, restructuringpooling agreement or similar arrangement (other than such agreements or arrangements among the Stockholders and their Affiliates); (viii) enter into any discussions, reorganizationnegotiations, liquidation, dissolution, arrangements or other extraordinary transaction understandings with any Person with respect to Company, or any of its Subsidiaries, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) or consents to vote or seek to advise or influence any person in respect of any voting securities of Companyforegoing prohibited activities; (bix) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party)others, to seek to control, advise, change control or influence, in any manner, knowingly influence the management, board of directors, governing instruments, policies, management or affairs of Company, or to take any the policies of the foregoing actions (other than as expressly permitted by this Agreement)Company; (cx) formadvise or knowingly assist, joinencourage or act as a financing source for or otherwise invest in or enter into any discussions, negotiations, agreements or in arrangements with, any way participate in a "group" (as defined under the Exchange Act) other Person in connection with any of the foregoing actionsforegoing, (xi) publicly request that the Company amend, waive or otherwise consent to any action inconsistent with any provision of this Section 2(a); (dxii) make publicly disclose, directly or through any public disclosurerepresentative, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (e) disclose any intention, plan or arrangement inconsistent with any of the foregoing; or (fxiii) enter into take any discussions or arrangements with any third party (including, without limitation, any holder action which could require the Company to make a public announcement regarding the possibility of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in force.

Standstill. Purchaser Executive agrees that, during for a period of two years from the term date of this Agreement, unless specifically invited in writing by Companyneither Executive, neither Purchaser Spouse nor any of its Executive's or Spouse's affiliates will (or will cause or assist others to), without the prior written consent of the Company or its representatives will in any mannerBoard of Directors: (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, (a) effect by purchase or seekotherwise, offermore than 1.0% of the voting securities or direct or indirect rights to acquire more than 1.0% of the voting securities of and issued by, the Company or direct or indirect any parent or subsidiary thereof, or propose of any Successor (whether publicly or otherwise) to effect, or cause or participate in or in any way advise, assist, or encourage any other Person (including, without limitation, any holder of securities or other interests in Companyas defined below), or any assets of its Subsidiaries the Company or any successor entityparent or direct or indirect subsidiary or division thereof or of any such Successor, which may be outstanding on the date hereof or subsequently issued during such two year period; (ii) to effect make or seek, offer, or propose (whether publicly or otherwise) to effect or any in way participate in, (i) any acquisition of any interest (includingdirectly or indirectly, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or assets of Company or any of its Subsidiaries (other than as expressly permitted by this Agreement), (ii) any tender or exchange offer, merger, or other business combination involving Company or any of its Subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, or other extraordinary transaction with respect to Company, or any of its Subsidiaries, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SECSecurities Exchange Commission) or consents to vote or seek to advise or influence any person in or entity with respect of to the voting of, any voting securities of Company; the Company (b) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party), to seek to control, advise, change parent or influence, in any manner, the management, board of directors, governing instruments, policies, direct or affairs of Company, or to take any of the foregoing actions (other than as expressly permitted by this Agreementindirect subsidiary thereof); (ciii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company (or any parent or direct or indirect subsidiary thereof) or its (or their) securities or assets; (iv) form, join, join or in any way participate in a "group" (as defined under in Section l3(d)(3) of the Securities Exchange ActAct of 1934, as amended) in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (ev) otherwise act, alone or in concert with others, to seek control or influence the management, Board of Directors or policies of the Company (or any parent or direct or indirect subsidiary thereof); (vi) disclose any intention, plan or arrangement inconsistent with the foregoing; (vii) advise, assist or encourage any other persons in connection with any of the foregoing, or (fviii) enter into any discussions contact, discuss with, make comments to or arrangements with any third party (including, without limitationotherwise provide information to, any holder of securities analysts, major stockholders, reporters or other interests in Companymembers of the media respecting the Company (or its parents or direct or indirect subsidiaries), or its (or their) plans. Executive and Spouse also agree during such period not to request the Company or any of its Subsidiaries) with respect representatives, directly or indirectly, to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek amend or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 paragraph (including this sentence). The foregoing is not intended ) or take any action which might require the Company to preclude ordinary course discussions between management make a public announcement regarding the possibility of an extraordinary transaction involving the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) aboveCompany or its securities or assets. Notwithstanding the foregoing, howeverExecutive and Spouse shall be entitled to receive and own all securities distributed in respect of, or issued in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Companyexchange for, any sale voting securities owned by Purchaser of the Securities to such third party them which were not acquired in connection with any such transaction shall not constitute a violation of this Section 6.11; providedAgreement. As used herein, however"Successor" shall mean any entity which in a transaction succeeds to substantially all of the Company's assets or which acquires substantially all of its stock so long as, that in either case, holders of a majority of the other restrictions set forth in this Section 6.11 shall remain in forceCompany's voting securities immediately prior to such transaction beneficially own a majority of the voting securities of such entity immediately thereafter.

Standstill. Purchaser agrees that, during the term of this Agreement, unless specifically invited Unless otherwise consented to in writing by Companythe Board of Directors of the Company or as specifically set forth in the Transaction Documents (which for the avoidance of doubt, includes the transactions contemplated under the SPA), Purchaser agrees that neither Purchaser nor any of its affiliates directors, officers, employees, agents or its representatives advisors (including, without limitation, attorneys, accountants, investment bankers, and other consultants and advisors) (collectively, “Representatives”) will in any manner, directly or indirectly, : (ai) effect or seek, offer, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way advise, assist, facilitate or encourage any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) person to effect or seek, offer, offer or propose (whether publicly or otherwise) to effect or participate in, in (iA) any acquisition of any interest securities (including, without limitation, or any beneficial, indirect beneficial ownership thereof or derivative interestany right to vote such securities) in any securities, indebtedness, businesses, or assets of the Company, or any rights or options to acquire any securities (or any beneficial ownership thereof or any right to vote such securities), or any assets, indebtedness or businesses of the Company or any of its Subsidiaries (other than as expressly permitted by this Agreement)affiliates, (iiB) any tender or exchange offer, merger, merger or other business combination involving Company or the Company, any of its Subsidiariesaffiliates or any assets of the Company or its affiliates constituting a significant portion of the consolidated assets of the Company and its affiliates, (iiiC) any recapitalization, restructuring, reorganization, liquidation, dissolution, dissolution or other extraordinary transaction with respect to Company, the Company or any of its Subsidiariesaffiliates, (ivD) any plan “change in control” of reorganization with respect to the Company, or any of its Subsidiaries, or (vE) any "“solicitation" ” of "“proxies" ” (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the Company or seek any of its affiliates; (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to advise the Company or influence its securities or otherwise act in concert with any person in respect of any voting securities of Companysuch securities; (biii) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party)others, to seek representation on or to control, advise, change control or influence, in any manner, influence the management, board Board of directors, governing instruments, policies, Directors or affairs policies of Company, the Company or to take any obtain further representation on the Board of Directors of the foregoing actions (other than as expressly permitted by this Agreement); (c) form, join, or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (e) disclose any intention, plan or arrangement inconsistent with the foregoingCompany; or (fiv) enter into any discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also further agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that the Company (including any directordirectly or indirectly, officer amend or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 paragraph (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management Purchaser further agrees that if it or its Representatives are approached by any third party concerning Purchaser’s or their participation in a transaction involving any assets, indebtedness or business of, or securities issued by, the Company, Purchaser will promptly inform the Company of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning nature of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that and the other restrictions set forth in this Section 6.11 shall remain in forceparties involved.

Standstill. Purchaser agrees You agree that, during for a period of eighteen (18) months from the term of this Agreementdate hereof, unless specifically invited in writing by the Company, neither Purchaser you nor your affiliates or any Representatives acting on your or their behalf, or any person with whom any of its affiliates or its representatives will the foregoing may be deemed to be acting in concert shall in any manner, directly or indirectly, : (a) effect or seek, offer, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way advise, assist, facilitate or encourage any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) person to effect or seek, offer, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest securities (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businessesbeneficial ownership thereof), or assets 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 (other than as expressly permitted by this Agreement)subsidiaries or affiliates, (ii) any tender or exchange offer, merger, merger or other business combination involving the Company or any of its Subsidiariessubsidiaries or affiliates, or assets constituting a significant portion of the consolidated assets of the Company and its subsidiaries or affiliates, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, dissolution or other extraordinary transaction with respect to Company, the Company or any of its Subsidiariesrespective subsidiaries or affiliates, or (iv) any plan “solicitation” of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "“proxies" ” (as such terms are used in the proxy rules of the SECSecurities and Exchange Commission) or consents to vote or seek to advise or influence any person in respect of any voting securities of the Company or any of its affiliates or the calling of a meeting of the Company’s stockholders or the initiation of any proposal for action by the Company’s stockholders; (b) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party), to seek to control, advise, change or influence, in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take any of the foregoing actions (other than as expressly permitted by this Agreement); (c) form, join, join or in any way participate in a "“group" ” (as defined under the Exchange Act0000 Xxx) with respect to the Company or otherwise act in connection concert with any person in respect of any such securities; (c) otherwise seek representation on or to control or influence the management, board of directors or policies of the foregoing actionsCompany; (d) make any public disclosure, or take any action which would or would reasonably be expected to require Company force the other party to make a public announcement, announcement regarding a transaction or any of the foregoingtypes of matters set forth in this paragraph; or (e) disclose any intention, plan or arrangement inconsistent with the foregoing; or (fi) enter into any discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalfii) its representatives not toadvise, seek assist, encourage or request permission direct any person to do any of the foregoing or (iii) make any proposal or disclose any intention, plan or arrangement inconsistent with any of the foregoing. You also agree during such period not to (x) request (in any manner that would reasonably be likely to cause the Company (including any directorto be required to disclose publicly) that you, officer or employee thereof) or any of its representatives your Representatives, directly or indirectly, amend or waive any provision of this paragraph (including this sentence) or (y) contest the validity of this Agreement or make, initiate, take or participate in any demand, action (legal or otherwise) or proposal to amend, waive or terminate any provision of this Section 6.11 (including Agreement. Nothing in this sentence). The foregoing is paragraph 10 shall restrict you or your Representatives from making any proposal regarding a Transaction directly to the Company’s board of directors on a confidential basis if such proposal would not intended be reasonably likely to preclude ordinary course discussions between management require the Company to make a public announcement regarding this Agreement, a Transaction or any of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) abovedescribed in this paragraph 10. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% any of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating foregoing provisions in this paragraph 10, the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 paragraph 10 shall remain terminate and be of no further force and effect if (i) the Company enters into a definitive agreement with respect to, or publicly announces that it plans to enter into, a transaction involving all or a controlling portion of the Company’s equity securities or all or substantially all of the Company’s assets (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise) or (ii) any person commences a tender or exchange offer which, if consummated, would result in forcesuch person’s acquisition of all or a controlling portion of the Company’s equity securities, and in connection therewith, the board of directors of the Company either accepts such offer or fails to recommend that its shareholders reject such offer within ten business days from the commencement of such offer.

Standstill. Purchaser agrees that, during (a) From and after the term date hereof and through and including the date of termination of this AgreementAgreement in accordance with Section 5.1, unless specifically invited in writing by Companythe Board (with Disinterested Director Approval), neither Purchaser the Xxxxxx Shareholders nor any of its affiliates or its representatives will their Affiliates shall in any manner, directly or indirectly, (ai) effect enter into or seekagree, offer, offer or propose (whether or publicly or otherwise) announce an intention to effect, or cause or participate in or in any way advise, assist, or encourage assist any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) Group to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or assets of Company or any of its Subsidiaries (other than as expressly permitted by this Agreement), (ii) enter into any tender or exchange offer, merger, acquisition transaction or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company or any of its Subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, Subsidiaries or other extraordinary transaction with respect to Company, all or any substantially all of the assets of the Company and its Subsidiaries, taken as a whole, (ivii) any plan of reorganization with respect to Companymake, or in any way participate in, directly or indirectly, any “solicitation” of its Subsidiaries, “proxies,” “consents” or (v) any "solicitation" of "proxies" “authorizations” (as such terms are used in the proxy rules of the SECSEC promulgated under the Exchange Act) or consents to vote vote, or seek to advise or influence any person in Person other than the Xxxxxx Shareholders with respect to the voting of, any Voting Securities of the Company or any of its Subsidiaries (other than with respect to the nomination of any voting securities of Company; nominees proposed by the Nominating and Corporate Governance Committee), (biii) otherwise act, alone or in concert with others includingthird parties, without limitationto seek to control or influence the management, any holder Board or policies of securities or other interests in Company, the Company or any of its Subsidiaries (including other than with respect to the nomination of any nominees proposed by providing financing for another partythe Nominating and Corporate Governance Committee), to seek to control, advise, change or influence, in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take any of the foregoing actions (other than as expressly permitted by this Agreement); (c) form, join, or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (e) disclose any intention, plan or arrangement inconsistent with the foregoing; or (fiv) enter into any discussions negotiations, arrangements or arrangements understandings with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11activities; provided, however, that this Section 3.1(a) shall not prohibit or restrict (A) any action taken by Xxxxxx Xxxxxx in his capacity as Director or Chief Executive Officer of the other restrictions set forth Company, (B) the exercise by any Xxxxxx Shareholder of its rights and obligations expressly provided for in this Section 6.11 shall remain in forceAgreement, including its voting rights with regard to its Voting Securities of the Company or (C) the matters contemplated by Schedule II.

Standstill. Purchaser agrees that, during From and after the term of this Agreement, unless specifically invited in writing by CompanyClosing, neither the Purchaser nor the Guarantor nor any of its affiliates their subsidiaries shall, directly or its representatives will indirectly and whether alone or by acting jointly or in concert with any other person, in any manner, directly : (i) acquire or indirectly, (a) effect or seek, offer, or propose offer to acquire (whether publicly or otherwise) by any means whatsoever beneficial ownership of any Class A common shares of Teck, (ii) without limiting clause (i) above, acquire or offer to effect, or cause or participate in or in any way advise, assist, or encourage any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) to effect or seek, offer, or propose acquire (whether publicly or otherwise) to effect or participate in, (i) by any acquisition means whatsoever beneficial ownership of any interest securities of Teck if, following any such acquisition, the Purchaser, the Guarantor and their subsidiaries would, in the aggregate, directly or indirectly, together with their joint actors, beneficially own more than 17.4938%of the outstanding Class B Shares (includingassuming, without limitationfor this purpose, any beneficial, indirect or derivative interest) in any securities, indebtedness, businessesthe conversion into, or assets exchange or exercise for, Class B Shares of Company or any of its Subsidiaries (other than as expressly permitted all securities beneficially owned by this Agreement)the Purchaser, (ii) any tender or exchange offer, mergerthe Guarantor and their subsidiaries and their joint actors that are convertible into, or other business combination involving Company exchangeable or any of its Subsidiariesexercisable for, Class B Shares), (iii) propose or seek to effect (whether publicly or otherwise) any recapitalizationmerger, restructuringbusiness combination, reorganizationtender offer, liquidationexchange offer, dissolutiontake-over bid, statutory arrangement, material asset purchase transaction or other extraordinary change of control, business combination or business disposition transaction with respect to Companyinvolving Teck, its shareholders (in their capacity as shareholders of Teck) or any of its Subsidiariessecurities, (iv) effect, conduct or participate in any plan solicitation of reorganization proxies with respect to Companyany securities of Teck (other than any solicitation of proxies conducted by management of Teck), it being recognized that the Purchaser, the Guarantor and their subsidiaries shall, however, be entitled to vote their Class B Shares in their sole discretion, (v) otherwise attempt to control the management or board of directors of Teck, (vi) make any public announcement or disclosure regarding an intention to do any action restricted by any of its Subsidiariesthe foregoing, or (vvii) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) or consents to vote or seek to advise or influence any person in respect of any voting securities of Company; (b) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party), to seek to control, advise, change assist, encourage or influence, act as a financing source for or otherwise join with or invest in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take any of the foregoing actions (other than as expressly permitted by this Agreement); (c) form, join, or in any way participate in a "group" (as defined under the Exchange Act) person in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would reasonably be expected to require Company to make a public announcement, regarding restricted by any of the foregoing; (e) disclose any intention, plan or arrangement inconsistent with in each case without the foregoing; or (f) enter into any discussions or arrangements with any third party (including, without limitation, any holder prior written consent of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) aboveTeck. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this be restricted from acquiring securities pursuant to Section 6.11; provided10, however, that the other restrictions set forth participating in this Section 6.11 shall remain in forcerights offerings conducted by Teck or receiving stock dividends or similar distributions made by Teck.

Standstill. Purchaser agrees thatDuring the Term, during without the term Company’s prior written consent, the Consultant will not, himself or through any affiliate, representative or other person, acting alone or as part of this Agreement, unless specifically invited in writing by Company, neither Purchaser nor any a “group” (within the meaning of its affiliates or its representatives will in any mannerSection 13(d)(3) of the Securities and Exchange Act of 1934), directly or indirectly, : (ai) effect or seek, offer, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise, assist, or encourage assist any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) person to effect or seek, offer, offer or propose (whether publicly or otherwise) to effect or participate in, (iA) any acquisition of any interest all or substantially all of the securities (including, without limitation, any beneficial, indirect or derivative interestbeneficial ownership thereof) in any securities, indebtedness, businesses, or assets of the Company or any of its Subsidiaries subsidiaries; (other than as expressly permitted by this Agreement), (iiB) any tender or exchange offer, merger, offer or merger or other business combination involving the Company or any of its Subsidiaries, subsidiaries; (iiiC) any recapitalization, restructuring, reorganization, liquidation, dissolution, dissolution or other extraordinary transaction with respect to Company, the Company or any of its Subsidiaries, subsidiaries; or (ivD) any plan “solicitation” of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "“proxies" ” (as such terms are used in the proxy rules of the SECSecurities and Exchange Commission) or consents with respect to any securities of the Company, including without limitation to vote or seek to advise or influence any person in respect of any voting securities of the Company or to provide or withhold consents or agent designations with respect to any securities of the Company; , (bii) form, advise, join or in any way participate in a group in connection with the types of matters set forth in (i) above, (iii) otherwise act, alone or in concert with others includingothers, without limitationto seek to control or influence the management, any holder Board or policies of securities or other interests in Company, the Company or any of its Subsidiaries subsidiaries, (including by providing financing for another party), to seek to control, advise, change or influence, in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take any of the foregoing actions (other than as expressly permitted by this Agreement); (civ) form, join, or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would reasonably be expected to require might force the Company to make a public announcement, announcement regarding any of the foregoing; types of matters set forth in (ei) disclose above, (v) publicly announce any intention, plan or arrangement inconsistent with the foregoing; , or (fvi) enter into any discussions discussions, arrangements or arrangements agreements with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect relating to any of the foregoing. Purchaser The Consultant also agrees during such period not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any directoror its directors, officer officers, employees or employee thereof) agents), directly or any of its representatives amendindirectly, to amend or waive or terminate any provision of this Section 6.11 paragraph (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in force.

Standstill. Purchaser BRS agrees that, during until the term expiration of two years from the date of this Agreement, unless specifically invited in writing by Companywithout prior written invitation (on an unsolicited basis) of DLCH's Board of Directors, neither Purchaser nor any of it and its affiliates or its representatives will not (i) in any mannermanner acquire, agree to acquire or make any proposal or offer or otherwise seek to acquire, directly or indirectly, any securities (aor rights in respect thereof), assets or property of DLCH or any of its subsidiaries or of any successor thereto or person in control thereof, whether such agreements or proposals or offers are made with or to DLCH or any of its subsidiaries (or a successor thereto or person in control thereof) effect or seeka third party; (ii) enter into or agree, offer, seek or propose to enter into or otherwise be involved in or part of, directly or indirectly, any merger, acquisition transaction or other business combination relating to DLCH or any of its subsidiaries or any of their respective assets; (whether publicly or otherwiseiii) to effectmake, or cause or participate in or in any way advise, assist, or encourage any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest (includingdirectly or indirectly, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or assets of Company or any of its Subsidiaries (other than as expressly permitted by this Agreement), (ii) any tender or exchange offer, merger, or other business combination involving Company or any of its Subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, or other extraordinary transaction with respect to Company, or any of its Subsidiaries, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SECSecurities Exchange Act of 1934, as amended (the "Exchange Act")) or consents to vote vote, or seek to advise or influence any person in with respect of to the voting of, any voting securities of Company; (b) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, DLCH or any of its Subsidiaries subsidiaries or of any successor thereto or person in control thereof, (including by providing financing for another party), to seek to control, advise, change or influence, in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take any of the foregoing actions (other than as expressly permitted by this Agreement); (civ) form, join, 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 any voting securities of DLCH or any of its subsidiaries or of any successor thereto or person in control thereof; (v) seek or propose, alone or in concert with others, to control or influence the management, Board of Directors or policies of DLCH; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other person (except internal discussions and planning activities involving its Representatives) with respect to any of the foregoing activities or propose any of such activities to any other person (other than its Representatives); (vii) directly or indirectly advise, encourage, assist, act as a financing source for or otherwise invest in any other person in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (eviii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; or (f) enter into any discussions or arrangements with any third party (including. BRS also agrees that, without limitationduring such two-year period, any holder of securities or other interests in Company, or neither it nor any of its Subsidiariesaffiliates will: (i) with respect request DLCH or its advisors, directly or indirectly, to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf1) its representatives not to, seek amend or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence). The foregoing is not intended ; or (ii) take any initiative with respect to preclude ordinary course discussions between management DLCH or any of its subsidiaries that could be reasonably be expected to require DLCH to make a public announcement regarding (1) such initiative, (2) any of the parties regarding potential commercial transactions not relating activities referred to in this paragraph, (3) the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that possibility of a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company Transaction or any similar transaction or (y4) enters into an agreement with Company contemplating the acquisition (possibility of BRS or any other person acquiring control of DLCH, whether by way means of mergera business combination or otherwise. Additionally, tender BRS's Chief Executive Officer may contact DLCH's Chief Executive Officer for the purpose of expressing continuing or renewed interest in a Transaction or in any other business relationship, provided that, unless invited to do so by DLCH's Chief Executive Officer, no offer or otherwise) proposal shall be made that would require Xx. Xxxxx X. Bruckmann April 8, 1997 Page 5 disclosure or formal consideration by DLCH or its Board of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in forceDirectors.

Standstill. Purchaser (a) From the Effective Time until such time as the Stockholder beneficially owns less than 5% of the outstanding voting securities of Parent (such period, the “Standstill Period”) the Stockholder agrees thatthat without the prior written consent of the Parent Board, during none of the term of this Agreement, unless specifically invited in writing by Company, neither Purchaser nor any of Stockholder or its affiliates or its representatives will in any manner, directly or indirectly, (ai) effect by purchase or seekotherwise, offeracquire, or propose agree to acquire, ownership (whether publicly including, but not limited to, beneficial ownership) of any equity securities issued by Parent or otherwise) to effect, any direct or cause or participate in or in any way advise, assist, or encourage any other Person indirect rights (including, without limitation, any holder 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 ownership (other than solely from a stock split, dividend or recapitalization; or any rights granted to all stockholders of securities or other interests in CompanyParent); (ii) submit any proposal for, or any of its Subsidiaries or any successor entity) otherwise offer to effect or seekenter into, a transaction with Parent involving the acquisition (by merger, tender offer, or propose (whether publicly purchase, statutory share exchange or otherwise) to effect or participate in, (i) any acquisition of any interest ownership (including, without limitationbut not limited to, beneficial ownership) of any beneficialsecurities issued by Parent; (iii) acquire or effect control of Parent or directly or indirectly form, indirect join, participate or derivative interest) in encourage the formation of any securities, indebtedness, businesses, or assets of Company or any of its Subsidiaries group (other than with its affiliates) within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as expressly permitted by this Agreement), amended (iithe “Exchange Act”) any tender or exchange offer, merger, or other business combination involving Company or any of its Subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, or other extraordinary transaction with respect to Company, any voting securities of Parent or any in order to acquire or affect control of its Subsidiaries, Parent; (iv) any plan of reorganization other than with respect to Companythe election of the Stockholder Nominee, directly or indirectly solicit proxies or become a participant in any proxy solicitation or any of its Subsidiaries, or (v) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) or consents to vote election contest or seek to advise or influence any person in with respect to the voting of any voting securities issued by Parent; or (v) initiate, propose or solicit votes for stockholder proposals or induce or attempt to induce any other person to initiate any stockholders proposal (other than any stockholder proposals recommended by the Parent Board); (vi) call or seek to have called any meeting of the stockholders of Parent or execute any written consent in lieu of a meeting of holders of any securities of CompanyParent; (bvii) otherwise actother than the Stockholder Nominee, seek election or seek to place a representative on the Parent Board or seek the removal of any member of the Parent Board, in any case alone or in concert with others; (viii) otherwise, directly or indirectly, alone or in concert with others includingothers, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party), to seek to control, advise, change or influence, in any manner, control the management, board Board or policies of directors, governing instruments, policies, or affairs of Company, or to take any Parent (provided that the designation of the foregoing actions Stockholder Nominee pursuant hereto and such Stockholder Nominee’s service on the Parent Board shall not be deemed a breach of this clause (other than as expressly permitted by this Agreementviii)); or (c) form, join, or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actions; (dix) make any public disclosure, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (e) disclose any intention, plan or arrangement inconsistent with the foregoing; or (f) enter into any discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) announcement with respect to any of the foregoing. Purchaser also agrees ; provided that the restrictions contained in clause (i) above shall not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do in any way limit the activities of any affiliates of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, Stockholder in the event that a third party (x) "commences a tender offer" (within businesses distinct from the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in forceprivate equity business.

Standstill. Purchaser agrees that, during For a period of 12 months from the term date of this Agreement, unless specifically invited in writing by Company, neither Purchaser nor any of its affiliates or its representatives you will in any mannernot, directly or indirectly, (a) effect or seek, offer, or propose (whether publicly or otherwise) and you will cause any affiliate to effect, or cause or participate in or in any way advise, assist, or encourage any other Person (includingwhom you have provided Evaluation Material not to, without limitation, any holder the prior written consent of securities or other interests in the Board of Directors of the Company, or any of its Subsidiaries or any successor entity) to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate in, (i) in any acquisition manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities or property of the Company or securities or property of any interest of its affiliates if such securities or property is related to the Company, (includingii) propose to enter into, without limitationdirectly or indirectly, any beneficialmerger, indirect consolidation, recapitalization, business combination, partnership, joint venture or derivative interest) in any securities, indebtedness, businesses, or assets of other similar transaction involving the Company or any of its Subsidiaries (other than as expressly permitted by this Agreement)affiliates, (ii) any tender or exchange offer, merger, or other business combination involving Company or any of its Subsidiarieswhere such arrangement would affect the Company, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolutionmake, or other extraordinary transaction with respect to Company, or in any way participate in any “solicitation” of its Subsidiaries, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "“proxies" ” (as such terms are used in the proxy rules of the SECSecurities and Exchange Commission) or consents to vote vote, or seek to advise or influence any person in with respect to the voting of any voting securities of Company; the Company or Company voting securities of any of its affiliates, (biv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the 0000 Xxx) with respect to any voting securities of the Company or Company voting securities of any of its affiliates, (v) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party)others, to seek to control, advise, change control or influence, in any manner, influence the management, board Board of directorsThe Boeing Company March 5, governing instruments, policies, 2010 Page | 4 Directors or affairs of Company, or to take any policies of the foregoing actions Company or otherwise seek the removal of any director or the election or appointment of any director, (other than as expressly permitted by this Agreement); (cvi) form, join, or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (e) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; foregoing or (fvii) enter into advise, assist or encourage any discussions or arrangements other persons in connection with any third party of the foregoing. You also agree during such period not to (x) request the Company (or Company Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence), (y) take any action which would be reasonably likely to require the Company to make a public announcement regarding this Agreement or the possibility of a merger, consolidation, business combination or other similar transaction, including, without limitation, any holder of securities the Transaction or other interests in (z) communicate with the Company, or any of its Subsidiaries) with respect to ’s shareholders regarding any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of matters described in the foregoing or request that Company clauses (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 (including this sentencei)-(vii). The foregoing is not intended to preclude ordinary course discussions between management restrictions in this paragraph shall terminate immediately following the date on which a third party, without the consent of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses Company’s Board of Directors, (a)(iA) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" offer (within the meaning of Rule 14d-2 under the Securities Exchange ActAct of 1934, as amended) for at least 50% a majority of the outstanding capital common stock of the Company or (yB) enters into commences a solicitation of proxies or written consents with respect to the election of any director of the Company. If the Company waives any standstill provision in an agreement with another party relating to a transaction similar to the Transaction, which results in the other party obtaining a more favorable standstill position than you, then immediately upon such waiver the provisions in this paragraph shall be automatically waived by the Company contemplating to the acquisition (by way same extent. The foregoing provisions of mergerthis paragraph shall not prevent you from making non-public proposals to the Company with respect to a possible Transaction through the Company’s Board of Directors, tender offer or otherwise) of at least 20% the Chairman of the outstanding capital stock of CompanyBoard, the Chief Executive Officer, or any sale by Purchaser other officer of the Securities Company authorized to accept and discuss such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in forceproposals.

Standstill. Purchaser The Recipient agrees that, during for a period of one (1) year from the term date of this Agreementletter agreement, unless and to the extent Recipient is specifically invited in writing by Companythe Company to do so, neither Purchaser Recipient nor any of its affiliates or its representatives Representatives (in their capacities as such) will in any manner, directly or indirectly, (ai) effect or seek, offer, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise, assist, or encourage assist any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) person to effect or seek, offeroffer or propose (whether publicly or otherwise) to effect or cause or participate in or in any way advise, assist or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (iA) any acquisition of, or of any interest (including, without limitationbeneficial ownership of, any beneficial, indirect securities (or derivative interestsecurities referencing them or related thereto) in any securities, indebtedness, businessesof, or any assets of of, the Company or any of its Subsidiaries (other than as expressly permitted by this Agreement)subsidiaries or controlled affiliates, or any right to acquire any such securities or assets, (iiB) any tender or exchange offer, merger, merger or other business combination involving the Company or any of its Subsidiariessubsidiaries or controlled affiliates, (iiiC) any recapitalization, restructuring, reorganization, liquidation, dissolution, dissolution or other extraordinary transaction with respect to Company, the Company or any of its Subsidiaries, (iv) any plan of reorganization with respect to Company, subsidiaries or any of its Subsidiariescontrolled affiliates, or (vD) any "“solicitation" ” of "“proxies" ” (as such terms are used in the proxy rules of the Securities and Exchange Commission (the “SEC”)) or consents to vote or seek to advise or influence any person in respect of any voting securities or the Company, (ii) form, join or in any way participate in a “group” (as defined under the Securities Exchange Act of Company; 1934) with respect to any of the activities set forth in clause (bi) of this sentence, (iii) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party)others, to seek to control, advise, change influence or influence, in any manner, direct the management, board of directors, governing instruments, policies, directors or affairs policies of Company, the Company or to take any of the foregoing actions its subsidiaries or controlled affiliates, (other than as expressly permitted by this Agreement); (civ) formnegotiate with, join, provide any information to or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (e) disclose any intention, plan or arrangement inconsistent with the foregoing; or (f) enter into any discussions or arrangements with any third party person (includingother than your Representatives in accordance with this letter agreement) with respect to, without limitationor make any proposal or similar statement to any person (other than your Representatives in accordance with this letter agreement) with respect to, or make any public announcement or proposal or offer whatsoever with respect to, or disclose any intention, plan or arrangement with respect to, or act as a financing source for or otherwise invest in any other persons in connection with, or otherwise solicit, seek or offer to effect, any holder transactions or actions described in clauses (i), (iii) or (iii) above or take any action which could reasonably be expected to require (under applicable Law or in connection with fiduciary obligations) the Company or its board of securities directors to make a public announcement regarding any of the types of transactions or other interests actions described in Companyclause (i) above, or (v) request the Company (or any of its Subsidiaries) with respect directors, officers, employees or agents), directly or indirectly, to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek amend or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 paragraph (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth Recipient will not be restricted from making a private, confidential proposal for a Possible Transaction solely to the Company’s board of directors so long as such confidential proposal would not require or reasonably be expected to require (under applicable Law, regulation or in this Section 6.11 connection with fiduciary obligations) the Company or its board of directors to make any public disclosure or announcement regarding such communication. Notwithstanding anything contained herein to the contrary, the Recipient will cease to be bound by the provisions of, and the Recipient’s restriction on the use of Evaluation Material will not prohibit the actions in clauses (i) through (v) of, the preceding paragraph in the event that (a) the Company’s board of directors approves and the Company enters into, a definitive agreement that provides for a transaction with any person that would result in such person beneficially owning (i) more than 50% of the Company’s outstanding voting securities, or (ii) substantially all of the assets of the Company and its subsidiaries taken as a whole, or (b) any person or persons acting in concert shall remain have commenced a tender offer or exchange offer for more than 50% of the Company’s outstanding voting securities and the Company’s board of directors shall have recommended that the Company’s stockholders tender or exchange in forcesuch offer or failed to recommend that the Company’s stockholders reject such offer within ten (10) business days following the commencement of any such offer.

Standstill. Purchaser agrees that, during (a) For a period of XXX following the term date of this Agreement, unless specifically invited in writing by Companythe Vendor shall not, neither without the prior written consent of the Purchaser, which consent may be given on such terms and conditions as the Purchaser nor any of its affiliates or its representatives will may determine: (i) in any mannermanner acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, (a) effect any unissued or seek, offer, outstanding securities of the Corporation or propose (whether publicly or otherwise) offer to effectenter into, directly or cause or participate in or in any way advise, assist, or encourage any other Person (including, without limitationindirectly, any holder amalgamation, plan of securities arrangement, merger or other interests in Companybusiness combination involving the Corporation and its Affiliates or to purchase, directly or any indirectly, all or substantially all of its Subsidiaries or any successor entity) to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or the assets of Company or any of the Corporation and its Subsidiaries (other than subsidiaries, taken as expressly permitted by this Agreement), a whole; (ii) directly or indirectly “solicit” or participate or join with any tender or exchange offer, merger, or other business combination involving Company or person in the “solicitation” of any of its Subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, or other extraordinary transaction with respect to Company, or any of its Subsidiaries, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "“proxies" ” (as such terms are used defined in the proxy rules of the SECSecurities Act (Ontario)) or consents to vote vote, or seek to advise or influence any person in with respect of to the voting of, any voting securities of Companythe Corporation; (biii) otherwise act, act alone or jointly or in concert with others includingto seek to control or to influence the management, without limitationthe board of directors or policies of the Corporation; (iv) solicit, facilitate or encourage any holder transaction to acquire assets of securities the Corporation and/or one or more of its subsidiaries representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Corporation and its subsidiaries, taken as a whole, or acquire 20% or more of the Common Shares (an “Acquisition Transaction”) other interests in Company, than a transaction by the Purchaser or any of its Subsidiaries Affiliates or any person acting jointly or in concert with the Purchaser; (including by providing financing for another party)v) enter into, continue or participate in any discussions or negotiations regarding an Acquisition Transaction, or furnish to any other person any information with respect to the business of the Corporation or its properties, operations, prospects or conditions (financial or otherwise) in connection with an Acquisition Transaction or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other person (other than the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser) to do or seek to control, advise, change or influence, in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take do any of the foregoing actions foregoing; or (other than as expressly permitted by this Agreement); (cvi) formadvise, joinassist, encourage or act jointly or in concert with any way participate in a "group" (as defined under the Exchange Act) other person in connection with any of the foregoing actions; (d) make any public disclosureforegoing, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of other than the foregoing; (e) disclose any intention, plan or arrangement inconsistent with the foregoing; or (f) enter into any discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, Purchaser or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive person acting jointly or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of in concert with the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in forcePurchaser.

Standstill. Purchaser agrees that(a) Except as permitted by Section 11.4(b), during for a period of [***] following the term execution and delivery of this Agreement, unless specifically invited in writing by Companywithout the prior written consent of the Board of Directors of ARIAD US, neither Purchaser nor any of its affiliates no Controlled Person shall (or its representatives will assist or encourage others to) directly or indirectly in any manner: (i) acquire, announce an intention to acquire, or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (awithin the meaning of Rule 13d-3 under the Exchange Act) effect or seekinterest in any securities or direct or indirect rights, offerwarrants or options to acquire, or propose securities convertible into or exchangeable for, any securities of ARIAD US; (whether publicly or otherwiseii) to effectmake, or cause or participate in or in any way advise, assist, or encourage any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest (includingdirectly or indirectly, without limitationalone or in concert with others, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or assets “solicitation” of Company or any of its Subsidiaries (other than as expressly permitted by this Agreement), (ii) any tender or exchange offer, merger, or other business combination involving Company or any of its Subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, or other extraordinary transaction with respect “proxies” to Company, or any of its Subsidiaries, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "proxies" vote (as such terms are used in the proxy rules of the SECSEC promulgated pursuant to Section 14 of the Exchange Act) or consents to vote or seek to advise or influence any person in respect of any voting securities of CompanyARIAD US with respect to any business combination, restructuring, recapitalization or similar transaction; (b) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party), to seek to control, advise, change or influence, in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take any of the foregoing actions (other than as expressly permitted by this Agreement); (ciii) form, join, join or in any way participate in a "“group" (as defined under ” within the meaning of Section 13(d)(3) of the Exchange ActAct with respect to any voting securities of ARIAD US; (iv) acquire, announce an intention to acquire, or agree to acquire, directly or indirectly, alone or in connection concert with others, by purchase, exchange or otherwise, (x) any of the foregoing actionsassets, tangible or intangible, of ARIAD US or (y) direct or indirect rights, warrants or options to acquire any assets of ARIAD US, other than in the ordinary course of business; (d) make any public disclosure, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (e) disclose any intention, plan or arrangement inconsistent with the foregoing; or (fv) enter into any discussions arrangement or arrangements understanding with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission others to do any of the foregoing actions restricted or request that Company prohibited under clauses (including any directori), officer (ii), (iii) or employee thereof(iv) of this Section 11.4(a); (vi) otherwise act in concert with others, to seek to offer to ARIAD US or any of its representatives amendstockholders any business combination, waive restructuring, recapitalization or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended similar transaction to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoingor with ARIAD US, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (yvii) enters into an agreement with Company contemplating take any action to control or influence the acquisition (by way management, Board of merger, tender offer Directors or otherwise) policies of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in forceARIAD US.

Standstill. Purchaser agrees thatUnless expressly requested to do so in writing by the Board of Directors of the Company, during the term period beginning on the date of this Agreementletter agreement and ending twelve (12) months after the date of this letter agreement (the “Restricted Period”), unless specifically invited in writing by Company, neither Purchaser nor none of us or any of its affiliates our subsidiaries (which shall include entities that we control, whether in corporate or its representatives non-corporate form) will in any manner(individually or with others, directly or indirectly): • acquire, offer to acquire or agree to acquire (aother than pursuant to an agreement disclosed to the Company in writing before the date of this letter agreement) effect or seek, offer, or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise, assist, or encourage any other Person (including, without limitation, any holder of securities or other interests rights to acquire securities of the Company that would result in us (alone or together with any joint actors) beneficially owning and/or having the right to exercise direction or control over securities that, in the aggregate, represent 20% or more of the votes that may be cast by shareholders or the equity of the Company, • acquire, offer to acquire or agree to acquire any material portion of its Subsidiaries or any successor entity) to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or the assets of the Company or any of its Subsidiaries (other than as expressly permitted by this Agreement)subsidiaries, • make any solicitation of proxies to vote, or seek to advise or otherwise influence any person with respect to the voting of any securities of, the Company, • make any proposal for, or offer of, (iiwith or without conditions) any tender or exchange offer, merger, or other business combination an extraordinary transaction involving the Company or any of its Subsidiariessubsidiaries or their respective securities or assets, • engage in any discussions or enter into any agreements, commitments or understandings with any person (iii) any recapitalizationother than our Representatives and persons who, restructuring, reorganization, liquidation, dissolution, or other extraordinary transaction with respect to the prior written consent of the Company, may also be long-term investors or may provide financing to us in connection with a Transaction and who have agreed to be bound by the provisions of this letter relating to the confidentiality and use of Information) related to any acquisition of securities or any material portion of the assets of the Company or any of its Subsidiariessubsidiaries, (iv) any plan • otherwise seek to influence or control the Board of reorganization with respect to CompanyDirectors, management or policies of the Company or any of its Subsidiariessubsidiaries , • seek any modification to, or waiver of, section 7 of this letter agreement, • except as required by applicable law, make any public announcement or disclosure (v) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) except to our or consents to vote its Representatives or seek to advise or influence any person in respect of any voting securities of Company; (b) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party), to seek to control, advise, change or influence, in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take any of the foregoing actions (other than as expressly permitted by pursuant to this Agreement); (cletter agreement) form, join, or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (e) disclose any intention, plan or arrangement inconsistent with the foregoing; or (f) enter into any discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and • take any initiative with respect to cause the Company or any of its Affiliates and (acting on subsidiaries that reasonably would be expected to require the Company or its behalf) its representatives not tosubsidiaries to make a public announcement, seek or request permission to do • assist, advise or encourage any person in doing any of the foregoing or request that Company (including by providing or arranging any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 (including this sentencefinancing). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating Notwithstanding anything to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoingcontrary contained in this letter agreement, however, in the event that if at any time a third party that is at arm’s length to us and with whom we are not acting jointly or in concert: (xa) "commences a tender offer" (within for the meaning purposes of Rule 14d-2 under the Securities Exchange ActAct of 1934) a tender offer or exchange offer for at least 50% of the outstanding capital stock of Company the Company; (b) publicly announces the commencement of a proxy contest with respect to the election of any directors of the Company; or (yc) enters into an a definitive agreement with the Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 2050% of the outstanding capital stock of Company, the Company or all or any sale by Purchaser material portion of the Securities to Company’s assets, then (in any of such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that cases) the other restrictions set forth above shall immediately terminate and cease to be of any further force or effect. Additionally, nothing in section 7 of this Section 6.11 letter agreement shall remain preclude us from making a proposal to the Company relating to our acquisition of (or of an interest in) a hotel or resort that is managed (or that we would propose be managed) by the Company or its subsidiaries or limit any rights that we may have in forcerespect of any hotel or resort in which we have invested that is managed by the Company or its subsidiaries.

Standstill. (a) The Purchaser agrees that, during on or prior to the term second anniversary of this Agreementthe Distribution Date, unless specifically invited in writing by Companyit will not and will not permit any member of the Purchaser's Group to, neither Purchaser nor any of its affiliates or its representatives will in any manner, whether publicly or otherwise, directly or indirectly (i) acquire, agree to acquire or make any public proposal to acquire, directly or indirectly, (a) effect or seek, offer, or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise, assist, or encourage any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition beneficial ownership of any interest (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, voting securities or assets of the Company or any of its Subsidiaries (other than as expressly permitted by this Agreement)Subsidiaries, (ii) enter into or publicly propose to enter into, directly or indirectly, any tender or exchange offer, merger, merger or other business combination or similar transaction or change of control involving the Company or any of its Subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolutionmake, or other extraordinary transaction with respect to Companyin any way participate, directly or any of its Subsidiariesindirectly, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SECCommission) or consents to vote vote, or seek to advise or influence any person in Person with respect of to the voting of, any voting securities of Company; (b) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, the Company or any of its Subsidiaries Subsidiaries, (including by providing financing for another party)iv) call, to or seek to controlcall, advise, change a meeting of the Company's stockholders or influence, in initiate any manner, stockholder proposal for action by stockholders of the management, board of directors, governing instruments, policies, or affairs of Company, (v) bring any action or otherwise act to take any contest the validity of this Section 6.04 or seek a release of the foregoing actions restrictions contained herein, (other than as expressly permitted by this Agreement); (cvi) form, join, 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 any securities of the Company or any of its Subsidiaries, (vii) other than as provided for in connection Section 5.06, seek representation on the Board of Directors of the Company, (viii) seek the removal of any directors from the Board of Directors of the Company or a change in the size or composition of the Board of Directors of the Company (including voting for any directors not nominated by the Board of Directors of the Company), (ix) enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any possible purchase or sale of any securities or assets of the foregoing actions; (d) make any public disclosure, Company or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; its Subsidiaries, (ex) disclose any intention, plan or arrangement inconsistent with the foregoing; , (xi) take, or solicit, propose to or agree with any other Person to take, any similar actions designed to influence the management or control of the Company or (fxii) enter into advise, assist or encourage any discussions or arrangements other Persons in connection with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in force.

Standstill. Purchaser agrees You agree that, during for a period of one year from the term date of this Agreementletter agreement, unless specifically invited in writing by the Board of Directors of the Company, neither Purchaser you nor any of its affiliates or its representatives your Representatives acting on your behalf will in any manner, directly or indirectly, : (a) effect or seek, offer, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way advise, assist, facilitate or encourage any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) person to effect or seek, offer, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest securities (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businessesbeneficial ownership thereof), or assets 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 (other than as expressly permitted by this Agreement)subsidiaries or affiliates, (ii) any tender or exchange offer, merger, merger or other business combination involving the Company, any of the subsidiaries or affiliates or assets of the Company or any the subsidiaries or affiliates constituting a significant portion of the consolidated assets of the Company and its Subsidiariessubsidiaries or affiliates, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, dissolution or other extraordinary transaction with respect to Company, the Company or any of its Subsidiariessubsidiaries or affiliates, or (iv) any plan “solicitation” of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "“proxies" ” (as such terms are used in the proxy rules of the SECSecurities and Exchange Commission) or consents to vote any voting securities of the Company or seek any of its affiliates; (b) form, join or in any way participate in a “group” (as defined under the 0000 Xxx) with respect to advise the Company or influence otherwise act in concert with any person in respect of any voting securities of Companysuch securities; (bc) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party)others, to seek representation on or to control, advise, change control or influence, in any manner, influence the management, board Board of directors, governing instruments, policies, Directors or affairs policies of Company, the Company or to take any obtain representation on the Board of Directors of the foregoing actions (other than as expressly permitted by this Agreement); (c) form, join, or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actionsCompany; (d) make any public disclosure, or take any action which would or would reasonably be expected to require force the Company to make a public announcement, announcement regarding any of the foregoingtypes of matters set forth in (a) above; (e) disclose any intention, plan or arrangement prohibited by, or inconsistent with with, the foregoing; foregoing or (f) enter into any discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser You also agrees agree during such period not to, and to request (in any manner that would reasonably be likely to cause its Affiliates and (acting on its behalfthe Company to disclose publicly) its representatives not to, seek or request permission to do any of that the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amendRepresentatives, directly or indirectly, amend or waive or terminate any provision of this Section 6.11 paragraph (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in force.

Standstill. Purchaser Xxxxxxx agrees that, during the term twelve-month period ending on the first anniversary date of this Agreement, unless specifically invited in writing by Companythe Separation Date, neither Purchaser Xxxxxxx nor any of its his affiliates shall, directly or its representatives will indirectly: (a) in any mannermanner acquire or offer to acquire or agree to acquire, directly or indirectly, (a) effect or seek, offer, or propose (whether publicly by purchase or otherwise) to effect, or cause or participate in or in beneficial ownership of any way advise, assist, or encourage any other Person (including, without limitation, any holder securities of securities or other interests in Company, the Company and/or its parent or any of its Subsidiaries or any successor entityaffiliates; (b) to effect or seek, offer, or propose (whether publicly or otherwise) to effect “solicit,” or participate inin the “solicitation” of, (i) any acquisition of any interest (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or assets of Company or any of its Subsidiaries (other than as expressly permitted by this Agreement), (ii) any tender or exchange offer, merger, or other business combination involving Company or any of its Subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, or other extraordinary transaction with respect to Company, or any of its Subsidiaries, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "“proxies" ” (as such terms are defined or used in the proxy rules of the SEC) or consents to vote or seek to advise or influence any person in respect of any voting securities of Company; (b) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party), to seek to control, advise, change or influence, in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take any of the foregoing actions (other than as expressly permitted by this Agreement); (c) form, join, or in any way participate in a "group" (as defined Rule 14a-1 under the Exchange Act) in connection opposition to the recommendation of the Board of Directors of the Company or any board of directors, manager or general partner of its parent or its affiliates or become a participant in an election contest with respect to the election of directors or other similar elected persons of the Company, its parent or any of its affiliates, or otherwise seek to influence or affect the foregoing actionsvote of any equityholder of the Company, its parent or any of its affiliates; (c) enter into, directly or indirectly, any merger, tender or exchange offer, restructuring or business combination involving the Company, its parent or any of its affiliates; (d) acquire, directly or indirectly, a material portion of the assets of the Company, its parent or any of its affiliates; (e) form, join or participate in a partnership, limited liability company, syndicate or other group or enter into any contract, arrangement, understanding or relationship or otherwise act in concert with any other person for the purpose of acquiring, holding, voting or disposing of securities of the Company, its parent or any of its affiliates; (f) seek to appoint, elect or remove any member of the Board of Directors of the Company and/or any director, manager or general partner of its parent or any of its affiliates or make any public disclosurestatements proposing or suggesting any change in the Board of Directors or management of the Company, its parent or any of its affiliates; (g) initiate or propose to the holders of securities of the Company, its parent or any of its affiliates, or take otherwise solicit their approval of, any action which would reasonably proposal to be expected to require Company to make a public announcementvoted on by the holders of securities of the Company, regarding its parent or any of the foregoingits affiliates; or (eh) disclose any intention, plan or arrangement inconsistent with the foregoing; or (f) enter into any discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to take any of the foregoing. Purchaser also agrees not toactions enumerated in clauses (a) through (g) above or participate in, and aid or abet or otherwise induce or attempt to cause its Affiliates and (acting on its behalf) its representatives not to, seek induce or request permission encourage any person or entity to do take any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by actions enumerated in clauses (a)(ia) through (vg) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in force.

Standstill. Purchaser agrees that, during For a period of twelve months following the term date of this Agreement, unless specifically invited in writing by Companythe Vendor shall not, neither without the prior written consent of the Purchaser, which consent may be given on such terms and conditions as the Purchaser nor any of its affiliates or its representatives will may determine: (i) in any mannermanner acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, (a) effect any unissued or seek, offer, outstanding securities of the Corporation or propose (whether publicly or otherwise) offer to effectenter into, directly or cause or participate in or in any way advise, assist, or encourage any other Person (including, without limitationindirectly, any holder amalgamation, plan of securities arrangement, merger or other interests in Companybusiness combination involving the Corporation and its Affiliates or to purchase, directly or any indirectly, all or substantially all of its Subsidiaries or any successor entity) to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or the assets of Company or any of the Corporation and its Subsidiaries (other than subsidiaries, taken as expressly permitted by this Agreement), a whole; (ii) directly or indirectly “solicit” or participate or join with any tender or exchange offer, merger, or other business combination involving Company or person in the “solicitation” of any of its Subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, or other extraordinary transaction with respect to Company, or any of its Subsidiaries, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "“proxies" ” (as such terms are used defined in the proxy rules of the SECSecurities Act (Ontario)) or consents to vote vote, or seek to advise or influence any person in with respect of to the voting of, any voting securities of Companythe Corporation; (biii) otherwise act, act alone or jointly or in concert with others includingto seek to control or to influence the management, without limitationthe board of directors or policies of the Corporation; (iv) solicit, facilitate or encourage any holder transaction to acquire assets of securities the Corporation and/or one or more of its subsidiaries representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Corporation and its subsidiaries, taken as a whole, or acquire 20% or more of the Common Shares (an “Acquisition Transaction”) other interests in Company, than a transaction by the Purchaser or any of its Subsidiaries Affiliates or any person acting jointly or in concert with the Purchaser; (including by providing financing for another party)v) enter into, continue or participate in any discussions or negotiations regarding an Acquisition Transaction, or furnish to any other person any information with respect to the business of the Corporation or its properties, operations, prospects or conditions (financial or otherwise) in connection with an Acquisition Transaction or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other person (other than the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser) to do or seek to control, advise, change or influence, in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take do any of the foregoing actions foregoing; or (other than as expressly permitted by this Agreement); (cvi) formadvise, joinassist, encourage or act jointly or in concert with any way participate in a "group" (as defined under the Exchange Act) other person in connection with any of the foregoing actions; (d) make any public disclosureforegoing, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of other than the foregoing; (e) disclose any intention, plan or arrangement inconsistent with the foregoing; or (f) enter into any discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, Purchaser or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive person acting jointly or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of in concert with the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in forcePurchaser.

Standstill. Purchaser agrees that, during (a) For a period of twelve months following the term date of this Agreement, unless specifically invited in writing by Companyeach Vendor shall not, neither without the prior written consent of the Purchaser, which consent may be given on such terms and conditions as the Purchaser nor any of its affiliates or its representatives will may determine: (i) in any mannermanner acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, (a) effect any unissued or seek, offer, outstanding securities of the Corporation or propose (whether publicly or otherwise) offer to effectenter into, directly or cause or participate in or in any way advise, assist, or encourage any other Person (including, without limitationindirectly, any holder amalgamation, plan of securities arrangement, merger or other interests in Companybusiness combination involving the Corporation and its Affiliates or to purchase, directly or any indirectly, all or substantially all of its Subsidiaries or any successor entity) to effect or seek, offer, or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or the assets of Company or any of the Corporation and its Subsidiaries (other than subsidiaries, taken as expressly permitted by this Agreement), a whole; (ii) directly or indirectly “solicit” or participate or join with any tender or exchange offer, merger, or other business combination involving Company or person in the “solicitation” of any of its Subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, or other extraordinary transaction with respect to Company, or any of its Subsidiaries, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "“proxies" ” (as such terms are used defined in the proxy rules of the SECSecurities Act (Ontario)) or consents to vote vote, or seek to advise or influence any person in with respect of to the voting of, any voting securities of Companythe Corporation; (biii) otherwise act, act alone or jointly or in concert with others includingto seek to control or to influence the management, without limitationthe board of directors or policies of the Corporation; (iv) solicit, facilitate or encourage any holder transaction to acquire assets of securities the Corporation and/or one or more of its subsidiaries representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Corporation and its subsidiaries, taken as a whole, or acquire 20% or more of the Common Shares (an “Acquisition Transaction”) other interests in Company, than a transaction by the Purchaser or any of its Subsidiaries Affiliates or any person acting jointly or in concert with the Purchaser; (including by providing financing for another party)v) enter into, continue or participate in any discussions or negotiations regarding an Acquisition Transaction, or furnish to any other person any information with respect to the business of the Corporation or its properties, operations, prospects or conditions (financial or otherwise) in connection with an Acquisition Transaction or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other person (other than the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser) to do or seek to control, advise, change or influence, in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take do any of the foregoing actions foregoing; or (other than as expressly permitted by this Agreement); (cvi) formadvise, joinassist, encourage or act jointly or in concert with any way participate in a "group" (as defined under the Exchange Act) other person in connection with any of the foregoing actions; (d) make any public disclosureforegoing, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of other than the foregoing; (e) disclose any intention, plan or arrangement inconsistent with the foregoing; or (f) enter into any discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, Purchaser or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive person acting jointly or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of in concert with the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in forcePurchaser.

Standstill. Purchaser agrees that(a) The Investor Parties and any Other Holders, during as applicable, agree (x) so long as the term Investor Parties or Other Holders have record and beneficial ownership (within the meaning of this AgreementRule 13d-3 under the Exchange Act) of Conversion Shares representing more than five percent (5%) of the outstanding Common Stock of the Company or (y) the Investor Parties have the right to nominate a director to the Board of Directors (or any person so nominated continues to serve on the Board of Directors) pursuant to Section 2.1, unless specifically invited in writing by Companythe Investor Parties and Other Holders will not at any time, neither Purchaser nor will it cause or permit any of its affiliates or its representatives will in any manner, directly or indirectly, Affiliates to: (a) effect or seek, offer, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way advise, assist, facilitate or encourage any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) to effect or seek, offer, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest securities (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businessesbeneficial ownership thereof), or assets 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 (Subsidiaries, other than as expressly permitted a result of the Rights Offering contemplated by this the Purchase Agreement), (ii) any tender or exchange offer, merger, consolidation, recapitalization or other business combination disposition involving the Company or any its Subsidiaries or assets of the Company or its Subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, or other extraordinary transaction with respect to Company, or any Subsidiaries constituting a significant portion of its Subsidiaries, (iv) any plan the consolidated assets of reorganization with respect to Company, or any of the Company and its Subsidiaries, or (viii) any "“solicitation" ” of "“proxies" ” (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the Company or seek any of its Affiliates; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to advise the Company or influence otherwise act in concert with any person in respect of any voting securities of Companysuch securities; (bc) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party)others, to seek representation on or to control, advise, change control or influence, in any manner, influence the management, board Board of directors, governing instruments, policies, Directors or affairs policies of Company, the Company or to take any obtain representation on the Board of the foregoing actions (other than as expressly permitted by this Agreement); (c) form, join, or Directors except in any way participate in a "group" (as defined under the Exchange Act) in connection accordance with any of the foregoing actionsSection 2.1; (d) make any public disclosure, or take any action which would or would reasonably be expected to require force the Company to make a public announcement, announcement regarding any of the foregoing; types of matters set forth in clause (ea) disclose any intention, plan or arrangement inconsistent with the foregoingabove; or (fe) enter into any discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request ; it being understood that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of nothing in this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party 2.4 shall (x) "commences restrict or prohibit the Investor Nominee or Investor Nominees, 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 tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% member of the outstanding capital stock Board of Company Directors or (y) enters into an agreement with Company contemplating restrict the Investor Parties’ or Other Holders’ acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser Notes or Common Stock issuable upon conversion of the Securities to such third party Notes in connection with the Rights Offering contemplated by the Purchase Agreement (including the accretion of dividends thereon and any such transaction shall not constitute a violation dividends payable in any other security), in each case, in accordance with the terms of this Section 6.11Agreement and the Purchase Agreement; provided, howeverfurther, that the restrictions set forth in clause (a)(i) above shall not apply (i) with respect to acquisitions of Common Stock consented to in writing by the Board of Directors, or (ii) following the public announcement of a tender or exchange offer, merger, consolidation, recapitalization or other disposition of all or substantially all of the Company’s stock or assets, in each case, that has been approved by the Board of Directors, and the restrictions set forth in this Section 6.11 2.4 shall remain not apply (iii) following the date the Company commences proceedings under Title 11 of the United States Bankruptcy Code or any other similar insolvency laws. Upon closing of the First Tranche Investment contemplated by the Purchase Agreement, the restrictions set forth in forceSection 6 of that certain Confidentiality Agreement, dated as of March 7, 2022, by and between the Company and Patient Square Capital, L.P. (the “Confidentiality Agreement”), shall terminate and cease to apply. Notwithstanding the foregoing, it is understood and agreed that the Investor Parties shall not be prohibited from entering into an agreement and having confidential discussions with legal, accounting or financial advisors for the limited purposes of evaluating any of the transactions contemplated by this Section 2.4, and the Investor Parties and/or its Affiliates may initiate private discussions with the Company that could result in a negotiated transaction otherwise prohibited by this Section 2.4; provided, however, that, in each case, any such discussions under this sentence are not reasonably be expected to require public disclosure.

Standstill. Each Purchaser hereby agrees that, during until the term of this AgreementStandstill Termination Date, unless specifically invited consented in writing by Companythe Company to do so, neither such Purchaser nor its Affiliates will, or will cause or knowingly permit any of its affiliates or its representatives will their directors, officers, partners, managers or employees to, in any manner, directly or indirectly, : (ai) effect or seek, offerinitiate, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way adviseadvise or, assist, or encourage assist any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) person to effect or seek, offerinitiate, offer or propose (whether publicly or otherwise) to effect or cause or participate in, (i) any acquisition of any interest equity or equity-linked securities (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, or assets of Company or any of its Subsidiaries (other than as expressly permitted by this Agreementbeneficial ownership thereof), (ii) ; any tender or exchange offer, merger, consolidation or other business combination involving Company or any of its Subsidiaries, (iii) the Company; any recapitalization, restructuring, reorganization, liquidation, dissolution, dissolution or other extraordinary transaction with respect to the Company, ; or any “solicitation” of its Subsidiaries, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "“proxies" ” (as such terms are used in the proxy rules of the SEC) or consents to vote or seek to advise or influence any person in respect of 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 (b) the Purchasers and their Affiliates (and their respective directors, officers, partners, managers or employees) from purchasing equity or equity linked securities of the Company representing in the aggregate up to 15% of 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 that seeks to do any of the actions prohibited by clause (i) above; (iii) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party)others, to seek to control, advise, change control or influence, in any manner, influence the management, board Board of directorsDirectors or policies of the Company, governing instrumentsprovided, policieshowever, that notwithstanding the foregoing, nothing in this clause (iii) shall prevent or limit the ability of any director of the Company that is affiliated with such Purchaser to serve as a director, or affairs of Company, perform his or to take any her duties as a director of the foregoing actions (other than as expressly permitted by this Agreement)Company or any related activities of such Purchaser’s officers, employees or representatives in support of such director; (civ) form, join, or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would could reasonably be expected to require force the Company to make a public announcement, announcement regarding any of the foregoing; types of matters set forth in this Section 6.8 (e) disclose any intention, plan other than actions taken by a director of the Company in the performance of his or arrangement inconsistent with the foregoingher duties as such); or (fv) enter into any agreements, discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and foregoing (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude other than ordinary course discussions between management by a director of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, Company in the event that a third party (x) "commences a tender offer" (within the meaning performance of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company his or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in forceher duties as such).

Standstill. Purchaser agrees As of the date hereof, you hereby represent and warrant to the Company that neither you nor any of your Representatives or affiliates acting on your behalf, or any person with whom any of the foregoing may be deemed to be acting in concert with respect to the Company or its securities, owns any securities of the Company except as set forth on a Schedule 13D filed with the Securities and Exchange Commission prior to the date hereof. You agree that, during for a period of twelve (12) months from the term date of this Agreementletter agreement, unless specifically invited in writing or approved by the Board of Directors of the Company, neither Purchaser you nor any of its your affiliates or its representatives subsidiaries or Representatives acting on your behalf or on behalf of other persons acting in concert with you with respect to any of the matters set forth in this paragraph will in any manner, directly or indirectly, : (a) effect or seek, offer, publicly offer or propose (whether publicly or otherwise) to effect, or publicly announce any intention to effect or cause or or, participate in or in any way advise, assist, facilitate or encourage any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) person to effect or seek, offer, publicly offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any interest securities (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businessesbeneficial ownership thereof), or assets 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 (other than as expressly permitted by this Agreement)subsidiaries or affiliates, (ii) any tender or exchange offer, merger, merger or other business combination involving the Company, any of the subsidiaries or affiliates or assets of the Company or any the subsidiaries or affiliates constituting a significant portion of the consolidated assets of the Company and its Subsidiariessubsidiaries or affiliates, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, dissolution or other extraordinary transaction with respect to Company, the Company or any of its Subsidiariessubsidiaries or affiliates, or (iv) any plan “solicitation” of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "“proxies" ” (as such terms are used in the proxy rules of the SECSecurities and Exchange Commission) or consents to vote or seek to advise or influence any person in respect of any voting securities of Companythe Company or any of its affiliates; (b) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party)others, to seek to control, advise, change or influence, in any manner, additional representation on the management, board Board of directors, governing instruments, policies, or affairs of Company, or to take any Directors of the foregoing actions (other than as expressly permitted by this Agreement)Company; (c) form, join, or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would or would reasonably be expected to require force the Company to make a public announcement, announcement regarding any of the foregoing; types of matters set forth in (ea) disclose any intention, plan or arrangement inconsistent with the foregoingabove; or (fd) enter into any discussions or arrangements with any third party with respect to taking any action prohibited by the foregoing. You also agree during such period not to request (including, without limitation, any holder of securities or other interests to the extent in Company, a manner that would reasonably be likely to cause the Company to disclose publicly) that the Company or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not toRepresentatives, and to cause its Affiliates and (acting on its behalf) its representatives not todirectly or indirectly, seek amend or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 paragraph (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, howeverthe provisions of the foregoing paragraph shall not apply to sales of equity securities of the Company by you pursuant to a written trading plan pursuant to Rule 10b5-1 under the Exchange Act of 1934, as amended, in effect as of the event that date hereof and the provisions of the foregoing paragraph shall no longer be in force and effect if, after the date hereof, (i) any person (A) becomes the beneficial owner of 50% or more of the outstanding equity securities of the Company entitled to vote in the normal course in the election of the Company’s Board of Directors (“Equity Securities”) or (B) commences a tender or exchange offer which, if consummated, would make such person (or any of its affiliates) the beneficial owner of more than 50% of the Equity Securities and the Board of Directors of the Company does not, within 10 business days after the commencement of such offer (or at any time thereafter at which it publicly takes a position with respect to such offer), recommend against stockholders tendering their shares in such offer or (ii) the Company enters into a definitive agreement with a third party to effectuate (xA) "commences a tender offer" sale of assets of the Company representing more than 50% of the consolidated earning power of the Company and its wholly-owned subsidiaries or (within B) a transaction not covered by the meaning foregoing clause (A) that, in whole or in part, requires the approval of Rule 14d-2 under the Exchange ActCompany’s stockholders (a “Business Combination”), unless in the case of the Business Combination, it can be determined (based on information publicly available at the time of announcement of the entering into of such agreement) for that, immediately following such Business Combination, at least 50% of the outstanding capital stock Equity Securities of Company either (1) the corporation resulting from such Business Combination (the “Surviving Corporation”) or (y2) enters into an agreement with Company contemplating if applicable, the acquisition (by way ultimate parent corporation that directly or indirectly has beneficial ownership of merger, tender offer or otherwise) of at least 20% all of the outstanding capital stock of Company, any sale by Purchaser Equity Securities of the Surviving Corporation, will be represented by the Equity Securities that were outstanding immediately prior to such third party in connection with Business Combination (or, if applicable, will be represented by shares into which such Equity Securities were converted pursuant to such Business Combination). Notwithstanding anything to the contrary herein, nothing shall prohibit the receipt from the Company of equity awards as compensation for services as a member of the Board of Directors of the Company or the acquisition of shares of the Company’s common stock as a result of the vesting and/or settlement of any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in forceawards.

Standstill. Purchaser agrees thatUntil the earlier of the Closing or July 31, during 2012 (the term of this Agreement, unless specifically invited in writing by Company“No Shop Period”), neither Purchaser WTV nor any of its affiliates or its representatives the WTV Holders will in any manner, directly or indirectly, (ai) effect or seek, offer, or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise, assist, solicit or encourage any other Person (including, without limitation, offer or enter into any holder of securities agreement or other interests understanding, whether written or oral, for the sale, transfer or other disposition of any capital stock or assets of WTV to or with any other entity or person, except as contemplated by the Transaction, other than sales of goods and services by WTV in Companythe ordinary course of its business; (ii) entertain or pursue any unsolicited communication, offer or proposal for any such sale, transfer or other disposition; or (iii) furnish to any person or entity (other than ABCC, and its authorized agents and representatives) any nonpublic information concerning WTV or its business, financial affairs or prospects for the purpose or with the intent of permitting such person or entity to evaluate a possible acquisition of any capital stock or assets of WTV. If either WTV or any of its Subsidiaries the WTV Holders shall receive any unsolicited communication or any successor entity) to effect or seek, offer, WTV or propose (whether publicly the WTV Holders, as applicable, shall immediately notify ABCC of the receipt of such communication or otherwise) to effect or participate inoffer. During the No-Shop Period, ABCC will not (i) solicit or encourage any offer or enter into any agreement or other understanding, whether written or oral, for the sale, transfer or other disposition of any capital stock or assets of ABCC to or with any other entity or person, except as contemplated herein, other than sales of goods and services by ABCC in the ordinary course of its business; (ii) entertain or pursue any unsolicited communication, offer or proposal for any such sale, transfer or other disposition; or (iii) furnish to any person or entity (other than WTV, and its authorized agents and representatives) any nonpublic information concerning ABCC or its business, financial affairs or prospects for the purpose or with the intent of permitting such person or entity to evaluate a possible acquisition of any interest (including, without limitation, any beneficial, indirect or derivative interest) in any securities, indebtedness, businesses, capital stock or assets of Company ABCC. If either ABCC or any of its Subsidiaries (other than as expressly permitted by this Agreement), (ii) ABCC’s shareholders shall receive any tender unsolicited communication or exchange offer, mergerABCC or such ABCC stockholder, or other business combination involving Company or any of its Subsidiariesas applicable, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, or other extraordinary transaction with respect to Company, or any of its Subsidiaries, (iv) any plan of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "proxies" (as such terms are used in the proxy rules shall immediately notify WTV of the SEC) receipt of such communication or consents to vote or seek to advise or influence any person in respect of any voting securities of Company; (b) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party), to seek to control, advise, change or influence, in any manner, the management, board of directors, governing instruments, policies, or affairs of Company, or to take any of the foregoing actions (other than as expressly permitted by this Agreement); (c) form, join, or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actions; (d) make any public disclosure, or take any action which would reasonably be expected to require Company to make a public announcement, regarding any of the foregoing; (e) disclose any intention, plan or arrangement inconsistent with the foregoing; or (f) enter into any discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth in this Section 6.11 shall remain in force.

Standstill. Purchaser agrees As of the date hereof, neither you nor any of your subsidiaries acting on your behalf, or any person with whom any of the foregoing may be deemed to be acting in concert with respect to the Company or its securities, owns any securities of the Company. Subject to the other paragraphs of this section, you agree that, during for a period of eighteen months from the term date of this Agreementletter agreement (the “Standstill Period”), unless specifically invited in writing by the Company, neither Purchaser you nor any of its affiliates or its representatives your subsidiaries will in any manner, directly or indirectly, : (a) effect or seek, offer, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way advise, assist, facilitate or encourage any other Person (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries or any successor entity) person to effect or seek, offer, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any the acquisition of any interest voting securities of the Company (includingor beneficial ownership thereof), without limitation, or rights or options to acquire any beneficial, indirect voting securities of the Company (or derivative interest) in any securities, indebtedness, businessesbeneficial ownership thereof), or assets or businesses of the Company or any its subsidiaries, excluding the purchase of its Subsidiaries (other than as expressly permitted by this Agreement)inventory in the ordinary course, (ii) any tender or exchange offer, merger, merger or other business combination involving the Company or any of its Subsidiariessubsidiaries or assets of the Company or its subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiaries, (iii) any recapitalization, restructuring, reorganization, liquidation, dissolution, dissolution or other extraordinary transaction with respect to Company, the Company or any of its Subsidiariessubsidiaries, or (iv) any plan “solicitation” of reorganization with respect to Company, or any of its Subsidiaries, or (v) any "solicitation" of "“proxies" ” (as such terms are used in the proxy rules of the SECSecurities and Exchange Commission) or consents to vote any voting securities of the Company or seek any of its affiliates; (b) form, join or in any way participate in a “group” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)), with respect to advise the voting securities of the Company or influence otherwise act in concert with any person in respect of any voting securities of Companysuch securities; (bc) otherwise act, alone or in concert with others including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries (including by providing financing for another party)others, to seek representation on or to control, advise, change control or influence, in any manner, influence the management, board Board of directors, governing instruments, policies, Directors or affairs policies of Company, the Company or to take any obtain representation on the Board of Directors of the foregoing actions (other than as expressly permitted by this Agreement); (c) form, join, or in any way participate in a "group" (as defined under the Exchange Act) in connection with any of the foregoing actionsCompany; (d) make any public disclosure, or take any action which would or would reasonably be expected to require force the Company to make a public announcement, announcement regarding any of the foregoing; types of matters set forth in (ea) disclose any intention, plan or arrangement inconsistent with the foregoingabove; or (fe) enter into any discussions or arrangements with any third party (including, without limitation, any holder of securities or other interests in Company, or any of its Subsidiaries) with respect to any of the foregoing. Purchaser also agrees not to, and to cause its Affiliates and (acting on its behalf) its representatives not to, seek or request permission to do any of the foregoing or request that Company (including any director, officer or employee thereof) or any of its representatives amend, waive or terminate any provision of this Section 6.11 (including this sentence). The foregoing is not intended to preclude ordinary course discussions between management of the parties regarding potential commercial transactions not relating to the matters contemplated by clauses (a)(i) through (v) above. Notwithstanding the foregoing, however, in the event that a third party (x) "commences a tender offer" (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of Company or (y) enters into an agreement with Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 20% of the outstanding capital stock of Company, any sale by Purchaser of the Securities to such third party in connection with any such transaction shall not constitute a violation of this Section 6.11; provided, however, that the other restrictions set forth nothing contained in this letter agreement shall prevent you from making a confidential proposal to the Board of Directors of the Company, without public disclosure by you, for a tender offer, exchange offer, merger, other business combination, other extraordinary transaction or Combination involving the Company or for an acquisition of all or a material portion of the common stock or the consolidated assets of the Company; provided, further, that nothing in this letter agreement shall limit you in any way from (a) making any offer or entering into any transaction with respect to, or otherwise consummating, any transaction in the ordinary course of business (such as the acquisition of Company products); (b) acquiring or offering to acquire, directly or indirectly, any company or business unit thereof that beneficially owns Company securities so long as (1) such company’s or business unit’s prior acquisition of such securities was not made on your behalf and (2) such company or business unit’s ownership of such securities was not a primary factor in the decision to consummate such transaction; or (c) voting (including the granting or withholding of any consent) or disposing of any Company securities in any manner. If at any time during the Standstill Period (i) the Company enters into (or publicly announces) an agreement or an agreement in principle providing for a Combination or the Company redeems any rights under, or modifies or agrees to modify, a shareholder rights plan to facilitate any Combination, (ii) a tender or exchange offer that if consummated would constitute a Combination is made (or has been publicly announced) for securities of the Company or (iii) any person or “group” (within the meaning of Section 6.11 shall remain in force.13(d) under the 0000 Xxx) publicly