Ocata Therapeutics Inc fka OCAT

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Astellas Standstill Provision

The confidentiality agreement includes a standstill provision. Pursuant to this provision, Astellas agreed that, among other things and for a period of 12 months from the date of the confidentiality agreement, neither Astellas nor its affiliates will, without Ocata’s prior consent:


• effect or seek, offer or propose to effect, any acquisition of any securities, or rights or options to acquire any securities, or any assets, indebtedness or business of Ocata;


• (i) acquire beneficial ownership of any voting securities of Ocata, (ii) propose or seek, whether alone or in concert with others, any solicitation of proxies or consents to vote any securities of Ocata, (iii) nominate any person as a director of Ocata; or (iv) propose any matter to be voted upon by the stockholders of Ocata;


• form, join or in any way participate in a “group” (as defined under the 1934 Act) with respect to Ocata or otherwise act in concert with any person in respect of such securities; or


• request Ocata, or any of its officers, directors or representatives, directly or indirectly, to amend or waive any provision of the standstill provision.

The confidentiality agreement includes a no solicitation and no hire provision. Pursuant to this provision, Astellas agreed that, among other things and for a period of 12 months from the date of the confidentiality agreement, neither Astellas nor any of its affiliates would solicit for employment any officer or employee of Ocata who was specifically identified to Astellas during its evaluation of a transaction. The restrictions in the no solicitation and no hire provision shall not apply to:


• any such officer or employee whose employment with Ocata has been terminated at least three (3) months prior to commencement of employment discussions with Astellas; or


• any such officer or employee who responds to any general solicitation for employment not specifically directed at Ocata or their respective employees.

http://www.sec.gov/Archives/edgar/data/1140098/000119312515381938/d45297dex99a1a.htm#rom45297_17