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STANDSTILL AGREEMENT


This Standstill Agreement (the Agreement) is effective [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "First Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]


AND:  [COMPANY NAME] (the "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


WITNESSETH:

WHEREAS, [YOUR COMPANY NAME], (the First Party hereinafter), a [STATE/PROVINCE] limited liability company which is wholly owned by First Party, [COMPANY NAME], a [STATE/PROVINCE] corporation, (the Second Party hereinafter), a wholly-owned subsidiary of Second Party, have entered into an Agreement and Plan of Merger dated as of [DATE] (the "Merger Agreement") (capitalized terms used but not otherwise defined in this Agreement have the meanings assigned to such terms in the Merger Agreement), which provides for the merger of First Party with and into Second Party (the "Merger") in accordance with the laws of the State of [SPECIFY STATE] and the provisions of the Merger Agreement; and

WHEREAS, as a condition to the willingness of First Party to enter into the Merger Agreement and incur the obligations set forth therein, First Party has required that Second Party agree, and in order to induce First Party to enter into the Merger Agreement, Second Party have agreed, to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and agreements contained herein, the parties hereto agree as follows:


STANDSTILL PROVISIONS

The Standstill Obligation

During the Standstill Period (as defined below), without the prior written consent of First Party, each of Second Party agrees that it shall not, nor shall Second Party permit any of its affiliates (as such term is defined in the [YOUR COUNTRY] Securities Exchange Act, as amended (the "Exchange Act")) to, nor shall Second Party agree, or advise, assist, encourage, provide information or provide financing to others, or permit its affiliates to agree, or to advise, assist, encourage, provide information or provide financing to others, to, individually or collectively, directly or indirectly:

acquire or offer to acquire or agree to acquire from any individual, partnership, limited partnership, limited liability company, firm, joint venture, association, joint-stock company, corporation, trust, business trust, unincorporated organization or other entity or government or any department or agency thereof (each, a "Person"), directly or indirectly, by purchase or merger, through the acquisition of control of another Person, by joining a partnership, limited partnership or other "group" (within the meaning of Section [SPECIFY] of the Exchange Act) or otherwise, beneficial ownership of any equity securities of First Party, or direct or indirect rights (including convertible securities) or options to acquire such beneficial ownership (or otherwise act in concert with respect to any such securities, rights or options with any Person that so acquires, offers to acquire or agrees to acquire); provided, however, that no such acquisition, offer to acquire or agreement to acquire shall be deemed to occur solely due to (a) a stock split, reverse stock split, reclassification, reorganization or other transaction by First Party affecting any class of the outstanding capital stock of First Party generally or (b) a stock dividend or other pro rata distribution by First Party to holders of its outstanding capital stock; or

make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote (as such terms are used in the Regulation [SPECIFY] promulgated under the Exchange Act), become a "participant" in any "election contest" or initiate, propose or otherwise solicit stockholders of First Party for the approval of any stockholder proposals, in each case with respect to First Party; provided, however, that the foregoing shall not apply to any person who is a director of First Party acting in his capacity as a director of First Party with respect to matters approved by a majority of the Board of Directors of First Party; or

form, join, in any way participate in, or encourage the formation of, a group (within the meaning of [SPECIFY] of the Exchange Act) with respect to any voting securities of First Party; or

deposit any securities of First Party into a voting trust, or subject any securities of First Party to any agreement or arrangement with respect to the voting of such securities, or other agreement or arrangement having similar effect; or

alone or in concert with others, seek, or encourage or support any effort, to influence or control the management, Board of Directors, business, policies, affairs or actions of First Party; or

request [SPECIFY] (or any directors, officers, employees or agents of First Party), directly or indirectly, to amend, waive or modify any provision of this Section 1.1.

The Standstill Period

As used in this Agreement, the term "Standstill Period" shall mean that period commencing immediately following the consummation of the Merger and expiring on the [NUMBER] anniversary of the date of such consummation.


MISCELLANEOUS

Notices

Any notices or other communications required or desired to be given hereunder shall be deemed to have been properly given if sent by hand delivery, facsimile and overnight courier, registered or certified mail, return receipt requested, postage prepaid, to the parties hereto at the following addresses, or at such other address as such party may advise the others in writing from time to time by like notice:

If to First Party:

First Party 
[FULL ADDRESS]
[STATE/PROVINCE]
Attention: [CONTACT NAME]
Facsimile: [FAX NUMBER] 

with copies to:

First Party 
[FULL ADDRESS]
[STATE/PROVINCE]
Attention: [CONTACT NAME]
Facsimile: [FAX NUMBER] 

If to Second Party:

Second Party 
[FULL ADDRESS]
[STATE/PROVINCE]
Attention: [CONTACT NAME]
Facsimile: [FAX NUMBER] 

with a copy to:

[SPECIFY]
[FULL ADDRESS]
[STATE/PROVINCE]
Attention: [CONTACT NAME]
Facsimile: [FAX NUMBER] 

All such notices or other communications shall be deemed to have been duly given on the date of hand delivery or telecopy or facsimile, if receipt is confirmed, or on the next Business Day following timely deposit of such communications with overnight courier or on the third Business Day following the date of mailing, if delivered by registered or certified mail.

Governing Law and Dispute Resolution

This Agreement shall be interpreted, construed and enforced in accordance with the law of the State of [SPECIFY STATE], applied without giving effect to any conflicts-of-law principles, except to the extent that [SPECIFY STATE] law is applicable to the internal affairs of Second Party or [SPECIFY STATE], a law is applicable to the internal affairs of First Party. Any dispute relating to this Agreement or the transactions contemplated hereby shall be resolved in the state courts of general jurisdiction, or the Court if it has subject matter jurisdiction, of the State of [SPECIFY STATE] or in the [SPECIFY COUNTRY] District Court for the District of [SPECIFY STATE]. Each party irrevocably submits to such courts jurisdiction and acknowledges that such courts are a convenient forum and consents to service of process at the address for such party set forth in Section 2.1.

Specific Performance

Each party acknowledges and agrees that, in the event of an actual or threatened breach of any of the provisions of this Agreement by such party, the harm to the others will be immediate, substantial and irreparable and that monetary damages will be inadequate. Accordingly, each party agrees that, in such an event, the others will be entitled to equitable relief, including an injunction and an order of specific performance, in addition to any and all other remedies at law or in equity.

Severability

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement or the application thereof to any Person or any circumstance is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Captions

The captions or headings in this Agreement are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Agreement.

Entire Agreement

This Agreement and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon any party hereto unless made in writing and signed by all parties hereto.

Counterparts

This Agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts shall, together, constitute and be one and the same instrument.

Binding Effect; Assignability

This Agreement shall be binding on, and shall inure to the benefit of, only the parties hereto, and their respective successors and assigns, and nothing in this Agreement, express or implied is intended to or shall confer upon any Person any right, benefit or remedy of nature whatsoever under or by virtue of this Agreement. No party may assign or delegate any right or obligation hereunder without the prior written consent of the other party. Any assignment of rights or delegation of obligations not in compliance herewith shall be null and void .

No Rule of Construction

The parties acknowledge that all parties have read and negotiated the language used in this Agreement. The parties agree that, because all parties participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement which construes ambiguous language in favor of or against any party by reason of that party's role in drafting this Agreement.

IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed by its respective officer thereunto duly authorized as of the date first written above.



FIRST PARTY            SECOND PARTY


                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title




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