Nestle Health Science US Holdings, Inc.
900 Long Ridge Road, Building 2
Stamford, CT 06902
February 4, 2020
Aimmune Therapeutics, Inc.
8000 Marine Blvd., Suite 300
Brisbane, California 94005
Attention: Chief Executive Officer
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Amended and Restated Standstill Agreement
Ladies and Gentlemen:
In connection with the acquisition of Common Stock, par value $0.0001 per share (the Common Stock), and Series A Preferred Stock, par value $0.0001 per share (the Series A Preferred Stock) of Aimmune Therapeutics, Inc., a Delaware corporation (the Company), by Nestle Health Science US Holdings, Inc., a Delaware corporation (the Purchaser), pursuant to the Securities Purchase Agreement, dated as of February 4, 2020, between the Company and the Purchaser (the Purchase Agreement), the Company and the Purchaser desire to amend and restate that certain amended and restated standstill agreement, dated November 11, 2018 (the Prior Agreement) to accept the rights and covenants hereof in lieu of their rights and covenants in the Prior Agreement. In connection therewith, the Purchaser hereby delivers this amended and restated standstill agreement (this Standstill Agreement) to the Company in accordance with the terms of the Purchase Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.
In consideration of the mutual covenants contained in the Purchase Agreement and this Standstill Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:
1. Standstill. During the period beginning on the date hereof and ending at 11:59 pm Pacific Time on November 11, 2020 (the Termination Date), neither the Purchaser nor any of its Affiliates (as defined below) shall, directly or indirectly, without the prior written consent of a majority of the members of the Board of Directors of the Company (the Board) who are not affiliated with the Purchaser:
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effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or in any way advise, assist, knowingly facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause:
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any acquisition, or obtaining any economic interest in, any right to direct the voting or disposition of, or any other right with respect to, any securities