Common use of Standstill Restrictions Clause in Contracts

Standstill Restrictions. 6.1. Until the later of (x) the time that the Investors’ Ownership Percentage is less than 25% of the Diluted Common Shares and (y) the third anniversary of the date hereof (and, in the case of (iv)—(vii), only for so long as the designees of the Investors under Section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither Investor nor any Investor Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Common Stock issued pursuant to the Transaction Agreement and any Common Stock paid as dividends or as otherwise would not increase the Investors’ beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit any Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investors or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investors, the Investor Affiliates and other holders of partnership units of either Investor as of the Closing or their “Permitted Transferees” as defined in such Investor’s Amended and Restated Agreement of Limited Partnership (as in effect on the date hereof), (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of an Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict an Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directors.

Standstill Restrictions. 6.1. Section 6.1 Until the later of (x) the time that the Investors’ Investor’s Ownership Percentage is less than 25% of the Diluted Common Shares and (y) the third anniversary of the date hereof Original XXX Date (and, in the case of (iv)—(viiiv) – (vii), only for so long as the designees of the Investors Investor under Section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither the Investor nor any Investor Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Common Stock issued pursuant to the CoyCo Transaction Agreement Agreement, the Converted Investor Warrant, Common Stock acquired upon exercise of the Converted Investor Warrant and any Common Stock paid as dividends or as otherwise would not increase the Investors’ Investor’s beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit any Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investors Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investors, the Investor Affiliates and other holders of partnership units of either Investor as of the Closing or their “Permitted Transferees” as defined in such Investor’s Amended and Restated Agreement of Limited Partnership (as in effect on the date hereof)Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of an the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict an the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directors.

Standstill Restrictions. 6.1. Section 6.1 Until the later of (x) the time that the Investors’ Investor’s Ownership Percentage is less than 25% of the Diluted Common Shares Stock on an as-converted basis and (y) the third anniversary of the date hereof (and, in the case of (iv)—(viiiv) – (vii), only for so long as the designees of the Investors Investor under Section section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither the Investor nor any Investor Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Preferred Shares, Warrant, Common Stock issued pursuant to acquired upon conversion of such Preferred Shares and exercise of the Transaction Agreement Warrant and any Preferred Shares or Common Stock paid as dividends or as an increase of the accrued liquidation payment amount or distributions thereon or as otherwise would not increase the Investors’ Investor’s beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit any Preferred Shares or Common Stock in a voting trust or similar arrangement or subject any Preferred Shares or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with the Investors Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investors, the Investor Affiliates and other holders of partnership units of either Investor as of the Closing or their “Permitted Transferees” as defined in such Investor’s Amended and Restated Agreement of Limited Partnership (as in effect on the date hereof)Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b)) and the Series A Certificate of Designations, (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of an the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict an the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board pursuant to the terms of the Series A Certificate of Designations from exercising their fiduciary duties or powers as directors.

Standstill Restrictions. 6.1. (a) Until the later of (x) time when the time that the Investors’ Ownership Percentage is Investor owns less than 252% of the Diluted Company's outstanding Common Shares Stock on a fully-diluted basis and (y) the third anniversary calculated assuming full exercise of the date hereof (andWarrant, in neither the case of (iv)—(vii), only for so long as the designees of the Investors under Section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election Investor nor any Affiliate of the Investor Designees), neither Investor nor any Investor Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the shares of Common Stock issued pursuant to this Agreement or the Transaction Agreement and any Common Stock paid as dividends acquired upon exercise of the Warrant or as otherwise would not increase the Investors’ Investor's beneficial ownership of the Company’s 's Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 66.7, or seek a release of such restrictions, (iii) deposit any Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investors Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) form, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investors, the Investor Affiliates and other holders any Affiliate of partnership units of either Investor as of the Closing or their “Permitted Transferees” as defined in such Investor’s Amended and Restated Agreement of Limited Partnership (as in effect on the date hereof), (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b)6.5, (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of an the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict an the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board Designee from exercising their his or her fiduciary duties or powers as directors.

Standstill Restrictions. 6.1. (a) Until the later of (x) time when the time that the Investors’ Ownership Percentage is Investor owns less than 252% of the Diluted Company's outstanding Common Shares Stock on a fully-diluted basis and (y) the third anniversary calculated assuming full exercise of the date hereof (andWarrant, in neither the case of (iv)—(vii), only for so long as the designees of the Investors under Section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election Investor nor any Affiliate of the Investor Designees), neither Investor nor any Investor Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the shares of Common Stock issued pursuant to this Agreement or the Transaction Agreement and any Common Stock paid as dividends acquired upon exercise of the Warrant or as otherwise would not increase the Investors’ Investor's beneficial ownership of the Company’s 's Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 66.7, or seek a release of such restrictions, (iii) deposit any Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investors Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) form, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investors, the Investor Affiliates and other holders any Affiliate of partnership units of either Investor as of the Closing or their “Permitted Transferees” as defined in such Investor’s Amended and Restated Agreement of Limited Partnership (as in effect on the date hereof), (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b)6.5, (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of an the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict an the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board Designee from exercising their his or her fiduciary duties or powers as directors.. (b) Notwithstanding the foregoing, for so long as the restrictions in Section 6.7(a) apply, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in such process, the Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor's participation in any process, the Investor's right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Board. 15 6.9

Standstill Restrictions. 6.1. Until the later of (x) the time that the Investors’ Ownership Percentage is less than 25% of the Diluted Common Shares and (y) the third anniversary of Commencing from the date hereof until June 1, 2012 (and, in the case of (iv)—(vii“Standstill Termination Date”), only for so long as the designees each of the Investors under Section 2.1(aShareholders shall not, and shall cause its respective Affiliates (including commonly controlled or managed investment funds) are seated on the Board pursuant not to, unless consented to Section 2.1 and Section 2.4(b) and other than with respect to the election or requested by Insmed, as a director of the Investor Designees), neither Investor nor any Investor Affiliate shall Insmed or as otherwise permitted hereby: (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity or debt securities of the CompanyInsmed, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Insmed Common Stock issued pursuant to the Transaction Agreement received upon conversion of shares of Insmed Preferred Stock and any shares of Insmed Preferred Stock or Insmed Common Stock paid as dividends or as otherwise would not increase the Investors’ beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basisdividends, (ii) bring enter into or agree to enter into any action merger, business combination, recapitalization, restructuring, change of control transaction or otherwise act to contest the validity other extraordinary transaction involving Insmed or any of the restrictions set forth its Subsidiaries, other than in this Section 6, connection with a third party tender or seek a release of such restrictionsexchange offer or other transaction approved by Insmed, (iii) deposit any Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investors or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person Person with respect to the voting of, any voting securities of Insmed, (iv) bring any action or otherwise act to contest the Company or any of Subsidiary validity of the Companyrestrictions set forth in this Section 4, or seek a release of such restrictions, (v) 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 Insmed or any Subsidiary of the Company except for Insmed (including, without limitation, any group constituting solely of the Investors, the Investor Affiliates Shareholders and their respective Affiliates) (other holders than to nominate and vote for a Designee following a breach by Insmed of partnership units of either Investor as of the Closing or their “Permitted Transferees” as defined its covenants in such Investor’s Amended and Restated Agreement of Limited Partnership (as in effect on the date Section 2 hereof), (vi) seek the removal propose or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any possible purchase of any directors from the Board securities or a change in the size or composition assets of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b)Insmed, (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the CompanyInsmed, (viii) grant any proxy with respect to any shares of Insmed Common Stock, Insmed Preferred Stock or Insmed Common Stock issuable upon conversion of the Insmed Preferred Stock to any Person not affiliated with the Shareholder or Insmed (other than in connection with the granting of a proxy to vote for a Designee following a breach of Insmed of its covenants in Section 2 hereof); or (x) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of an Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict an Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board pursuant to the terms of this Agreement from exercising their fiduciary duties or powers as directorsduties.

Standstill Restrictions. 6.1. 6.1 Until the later of (x) the time that the Investors’ Ownership Percentage is less than 253% of the Diluted Common Shares and (y) the third anniversary of the date hereof (andJune 23, in the case of (iv)—(vii)2012, only for so long as the designees each of the Investors under Section 2.1(aand their respective Affiliates (including commonly controlled or managed investment funds) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither Investor nor any Investor Affiliate shall not (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity or debt securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Preferred Shares, Common Stock issued pursuant to the Transaction Agreement acquired upon conversion of such Preferred Shares and any Preferred Shares or Common Stock paid as dividends or as otherwise would not an increase the Investors’ beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basisaccrued liquidation payment amount or distributions thereon, (ii) bring directly or indirectly enter into or agree to enter into any action merger, business combination, recapitalization, restructuring, change of control transaction or otherwise act to contest other extraordinary transaction involving the validity Company or any of the restrictions set forth in this Section 6, or seek a release of such restrictionsits Subsidiaries, (iii) deposit any Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investors or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (iv) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (v) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investors, the Investor Affiliates Investors and other holders of partnership units of either Investor as of the Closing or their “Permitted Transferees” as defined in such Investor’s Amended and Restated Agreement of Limited Partnership (as in effect on the date hereof)respective Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b2.5(b) and the Series A Certificate of Designations and the Series B Certificate of Designations, (vii) propose or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other person regarding any possible purchase or sale of any securities or assets of the Company or any Subsidiary of the Company (other than securities owned by the Investors), (viiviii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viiiix) deposit any Preferred Shares or Common Stock in a voting trust or similar arrangement or subject any Preferred Shares or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with the Investor or Company management; (x) enter into any swap or any other agreement, transaction or series of transactions that xxxxxx or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Preferred Shares or the Common Stock, whether any such transaction, swap or series of transactions is to be settled by delivery of securities, in cash or otherwise; (xi) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ixxii) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of an any Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict an Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board pursuant to the terms of the Series A Certificate of Designations and the Series B Certificate of Designations from exercising their fiduciary duties or powers as directorsduties.

Standstill Restrictions. 6.1. Until Subject to Section 3.2, until the later of (x) the time that the Investors’ Ownership Percentage is less than 25% of the Diluted Common Shares and (y) the third twentieth anniversary of the date hereof (andClosing, in the case of (iv)—(vii), only for so long as the designees members of the Investors under Shareholder Group shall not, and shall cause each of their respective Affiliates not to, directly or indirectly: (a) acquire, offer to acquire or agree to acquire Beneficial Ownership of any Voting Securities, except pursuant to stock splits, reverse stock splits, stock dividends or distributions, or combinations or any similar recapitalization, on or after the date hereof; (b) acquire, offer to acquire or agree to acquire any business or material assets of the Company or any of its Subsidiaries; (c) initiate or propose any offer by any third party to acquire Beneficial Ownership of Voting Securities, other than an acquisition of Shareholder Group Shares permitted in accordance with Section 2.1(a4.1; (d) are seated on initiate or propose any merger, tender offer, business combination or other extraordinary transaction involving the Company or any of its Subsidiaries; (e) act, alone or in concert with others, to seek to affect or influence the control of the Board pursuant or the management of the Company, or the business, operations, affairs or policies of the B-4 <PAGE> Company; PROVIDED that this subsection shall not be deemed to Section 2.1 and Section 2.4(brestrict the Shareholder Group Directors from participating as members of the Board in their capacity as such; (f) and other than deposit any Voting Securities in a voting trust or subject any Voting Securities to any proxy, arrangement or agreement with respect to the election voting of the Investor Designees)such securities or other agreement having a similar effect, neither Investor nor any Investor Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Common Stock issued pursuant to the Transaction Agreement and any Common Stock paid as dividends or as otherwise would not increase the Investors’ beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit any Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investors or Company management3.3; (ivg) initiate or propose any stockholder proposal or make, or in any way participate or engage in, directly or indirectly, any solicitation "solicitation" of proxies "proxies" to vote, or seek to advise or influence any person Person with respect to the voting of, any voting securities of Voting Securities, or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Company or any of Subsidiary of the Company, Exchange Act) with respect to Voting Securities; (vh) form, join or in any way participate in a “group” group (other than a group comprised exclusively of the members of the Shareholder Group) of Persons acquiring, holding, voting or disposing of any Voting Securities which would be required under Section 13(d) of the Exchange Act and the rules and regulations thereunder to file a statement on Schedule 13D with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange ActAct (or any successor statute or regulation); (i) propose, or agree to, or enter into any discussions, negotiations or arrangements with, or provide any confidential information to, any third party with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investors, the Investor Affiliates and other holders of partnership units of either Investor as of the Closing or their “Permitted Transferees” as defined in such Investor’s Amended and Restated Agreement of Limited Partnership (as in effect on the date hereof), (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of an Investor to take an action that would be prohibited by the foregoing; provided, however, that (j) make any statement or disclosure inconsistent with the foregoing shall not restrict foregoing; or (k) propose or seek an Investor from complying with applicable law amendment or the ability waiver of any of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directors.provisions of this Section 3.1. Section 3.2

Standstill Restrictions. 6.1. Until the later of (xa) Subject to Sections 3.4(b) and 3.4(c), until the time that the Investors’ Ownership Percentage is Investor Shareholders and their Affiliates in the aggregate Beneficially Own less than 2510% of the Diluted outstanding Common Shares Stock, each Investor Shareholder and (y) the third anniversary of the date hereof (and, in the case of (iv)—(vii), only for so long as the designees of the Investors under Section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither Investor nor any Investor Affiliate its Affiliates shall not (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership Beneficial Ownership of any equity or debt securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than (w) by way of stock dividends or distributions, rights offerings, stock-splits, reclassifications, recapitalizations, changes in capitalization, consolidations, restructurings, business combinations, exchange offers, reorganizations or any other similar action taken by the Company, (x) any Common Stock issued pursuant to acquired upon conversion of the Transaction Agreement Series D Preferred Stock and Series E Preferred Stock, (y) any Preferred Stock or Common Stock paid as dividends or as otherwise would not an increase the Investors’ beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, accrued liquidation payment amount or distributions thereon and (z) any Equity Securities issued to any Investor Shareholder Nominee in his or her capacity as a Director; (ii) bring directly or indirectly enter into or agree to enter into any action merger, business combination, recapitalization, restructuring, change of control transaction or otherwise act to contest other extraordinary transaction involving the validity Company or any of the restrictions set forth in this Section 6, or seek a release of such restrictions, its Subsidiaries; (iii) deposit any Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreementwithout limiting Section 2.1, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investors or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company (provided, that the limitation contained in this clause (iii) shall not apply to any proposal relating to a Fundamental Change to be voted on by the Company’s shareholders that is not instituted or proposed by such Investor Shareholder or any of the Affiliates of such Investor Shareholder or of which such Investor Shareholder or any of the Affiliates of such Investor Shareholder is a member); (iv) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 3.4, or seek a release of such restrictions; (v) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investors, the Investor Affiliates Shareholders and other holders of partnership units of either Investor as of the Closing or their “Permitted Transferees” as defined in such Investor’s Amended and Restated Agreement of Limited Partnership (as in effect on the date hereof), respective Affiliates; (vi) without limiting Section 2.1, seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b), ; (vii) initiate, propose or solicit any proposal with respect to any merger, consolidation or business combination involving the Company, any tender or exchange offer for Equity Securities of the Company, any sale or purchase of a substantial amount of the assets of the Company, any purchase of Equity Securities of the Company, any dissolution, liquidation, reorganization or recapitalization or similar business transaction involving the Company (in each case, other than with respect to securities owned by the Investor Shareholders); (viii) except as contemplated by Section 7.18 of the Merger Agreement, call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company; (ix) deposit any Preferred Stock or Common Stock in a voting trust or similar arrangement or subject any Preferred Stock or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Stock or Common Stock to any person that is not an Affiliate with the Investor Shareholders or Company management; (viiix) disclose publicly any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing this Section 3.4; or (ixxi) make, or take, any action that would reasonably be expected to cause the Company to be required to make a public announcement regarding any intention of an any Investor Shareholder to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict an Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directorsthis Section 3.4.

Standstill Restrictions. 6.1. Until Provided that the later Company is not in material breach of this Agreement (which breach, if curable, has not been cured within thirty (30) days following the date of notice of such breach, it being understood that a breach of Section 2 shall be deemed material and uncurable), until the earlier of (x) the time that the Investors’ Ownership Percentage Investor’s beneficial ownership of the Common Stock (calculated on an As-Converted Basis) is less than 255% of the Diluted Common Shares and (y) the third anniversary of the date hereof (andEffective Date, in the case of (iv)—(vii), only for so long as the designees of the Investors under Section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither Investor nor any Investor Affiliate and its affiliates acting at its direction shall not (i) except as provided in Section 5, directly or indirectly acquire, or agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Common Stock issued pursuant to the Transaction Agreement and any Common Stock paid as dividends Securities or as otherwise would not increase the Investors’ Investor’s beneficial ownership of the Company’s Common Stock by (calculated on an As-Converted Basis) to greater than 140.00% on an as-converted basis(it being understood that nothing in this Section 8 shall restrict the Investor from exercising its rights under Section 9 hereof), (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any shares of Common Stock to any person not affiliated with the Investors Investor or Company management; (iviii) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (viv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investors, Investor and Permitted Holders or a group with beneficial ownership under the Investor Affiliates and other holders of partnership units of either Investor as of the Closing or their “Permitted Transferees” as defined maximum threshold set forth in such Investor’s Amended and Restated Agreement of Limited Partnership subclause (as in effect on the date hereof)i) above, (viv) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b)other than Investor Designees, (viivi) call, or request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders stockholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing Company or (ixvii) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of an the Investor to take an action that would be prohibited by the foregoing; provided, howeverthat nothing in this Agreement shall restrict (1) the consummation of the Transactions (as defined in the Investment Agreement), that (2) the foregoing shall not restrict an Investor or any of its Representatives from making private proposals to the Board, (3) the Investor or any of its Representatives from complying with applicable law, including making any disclosure that may become required by applicable law or (4) the ability of the Investor Designees or other directors appointed or elected to the Board from exercising their fiduciary duties or powers as directors.

Standstill Restrictions. 6.1. Section 6.1 Until the later of (x) the time that the Investors’ Investor's Ownership Percentage is less than 25% of the Diluted Common Shares Stock on an as-converted basis and (y) the third anniversary of the date hereof (and, in the case of (iv)—(viiiv) - (vii), only for so long as the designees of the Investors Investor under Section section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither the Investor nor any Investor Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Preferred Shares, Warrant, Common Stock issued pursuant to acquired upon conversion of such Preferred Shares and exercise of the Transaction Agreement Warrant and any Preferred Shares or Common Stock paid as dividends or as an increase of the accrued liquidation payment amount or distributions thereon or as otherwise would not increase the Investors’ Investor's beneficial ownership of the Company’s 's Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit any Preferred Shares or Common Stock in a voting trust or similar arrangement or subject any Preferred Shares or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with the Investors Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) form, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investors, the Investor Affiliates and other holders of partnership units of either Investor as of the Closing or their “Permitted Transferees” as defined in such Investor’s Amended and Restated Agreement of Limited Partnership (as in effect on the date hereof)Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b)) and the Series A Certificate of Designations, (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of an the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict an the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board pursuant to the terms of the Series A Certificate of Designations from exercising their fiduciary duties or powers as directors.