The Utah Standstill Agreement of Gross mans, Inc. is an internal agreement specifically designed to regulate and govern the shareholders of a single company based in Utah. This agreement aims to maintain stability and control within the company by establishing certain restrictions and guidelines for shareholders. The main purpose of the Utah Standstill Agreement is to prevent hostile takeovers or any disruptions that may arise due to excessive shareholder activism. By imposing a "standstill" provision, shareholders agree to refrain from certain actions that could potentially impact the company's operations, management, or ownership structure. Some key elements of the Utah Standstill Agreement may include: 1. Restrictions on Shareholder Activity: The agreement may restrict shareholders from acquiring additional shares, launching proxy contests, or engaging in any form of activism without prior consent from the board of directors or majority shareholders. 2. Voting Rights: The agreement might outline guidelines regarding voting rights, including limitations on voting power, requirements for achieving a quorum, or procedures for nominating directors. 3. Board Representation: In some cases, the agreement may address the issue of board representation, specifying the number of board seats each shareholder is entitled to or establishing criteria for appointing directors. 4. Confidentiality: Confidentiality provisions may be established within the agreement, prohibiting shareholders from disclosing sensitive information or trade secrets to external parties without proper authorization. 5. Non-Compete Clause: To protect the company's interests, a non-compete clause may be included, barring shareholders from engaging in business ventures that directly compete with the company's core operations. It is important to note that while the description above outlines the general purpose and potential provisions of a Utah Standstill Agreement, the specific terms and conditions may vary from one agreement to another. Different types of Utah Standstill Agreements of Gross mans, Inc., if applicable, could include variations tailored to specific circumstances, such as agreements for different classes of shareholders, agreements to address mergers and acquisitions, or agreements with expiration dates.