The Oregon Standstill Agreement of Gross mans, Inc. is an internal agreement that pertains to the shareholders of the company. This agreement serves as a means to regulate and govern certain rights, obligations, and restrictions between the shareholders, ensuring that the company operates smoothly and avoids unnecessary conflicts or disruptions. The Oregon Standstill Agreement governs the relationship between the shareholders by imposing certain restrictions on their actions, particularly those that may impact the ownership or control of the company. It is designed to promote stability and prevent any undue influence or hostile takeovers that could jeopardize the company's interests. Some key provisions in the Oregon Standstill Agreement may include: 1. Ownership and Transfer Restrictions: The agreement may outline restrictions on the transfer of shares, requiring shareholders to obtain prior approval before selling or transferring their shares to external parties. This helps protect the company from unwanted ownership changes without proper evaluation. 2. Voting Restrictions: The agreement may also impose limitations on voting rights, ensuring that certain crucial decisions require majority consensus or a specific level of shareholder participation. This helps prevent any one shareholder from exerting excessive control over the company's decision-making process. 3. Non-Compete Clauses: The agreement may include non-compete clauses prohibiting shareholders from engaging in business activities that directly compete with Gross mans, Inc. during the agreement's term. This serves to preserve the company's competitive advantage and prevent conflicts of interest. 4. Standstill Provisions: Standstill provisions restrict shareholders from taking actions such as initiating proxy contests, seeking board representation, or engaging in any activities that may disrupt the company's operations or governance structure. This fosters stability and avoids distractions for the company's management team. 5. Confidentiality and Non-Disclosure: The agreement may also include confidentiality and non-disclosure provisions, prohibiting shareholders from disclosing any proprietary information, trade secrets, or other sensitive company data. This helps safeguard the company's intellectual property and preserves its competitive advantage. It is important to note that the Oregon Standstill Agreement may have different variations or adaptations depending on the specific circumstances and requirements of Gross mans, Inc. For example, there may be "long-form" or "short-form" versions, depending on the level of detail and complexity desired. Additionally, the agreement can be tailored further to include additional provisions specific to Gross mans, Inc.'s unique needs or industry regulations. In summary, the Oregon Standstill Agreement of Gross mans, Inc. is an internal agreement that sets forth provisions and restrictions to ensure the orderly governance and operation of the company while protecting the interests of the shareholders. It helps maintain stability, prevent hostile takeovers, and promotes a harmonious relationship among the shareholders.