Common use of No Solicitation Clause in Contracts

No Solicitation. The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: (i) solicit or initiate, or knowingly facilitate, encourage or induce, any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may be.

No Solicitation. The From and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors Company Shareholders will, nor will any of it them authorize or its Subsidiaries shallpermit any of their respective officers, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employeesdirectors, agents and representatives (including affiliates, shareholders or employees or any investment banker, attorney or accountant other advisor or representative retained by it or any of its Subsidiaries) not to (and shall not authorize any of them (all of the foregoing collectively being the “Company Representatives”) to) , directly or indirectly: , (i) solicit or solicit, initiate, or knowingly seek, entertain, encourage, facilitate, encourage support or induce, any inquiry with respect to, or induce the making, submission or announcement ofof any inquiry, any expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) subject to Section 5.3(c)enter into, participate in in, maintain or continue any discussions communications (except solely to provide written notice as to the existence of these provisions) or negotiations withregarding, or furnish any nonpublic information (x) deliver or make available to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be used for purposes of making expected to lead to, an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or transaction contemplated therebyany Subsidiary. The Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons conducted heretofore prior to or on the Agreement Date with respect to any Acquisition Proposal. The If any Company agrees Representative, whether in his or her capacity as such or in any other capacity, takes any action that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal is obligated pursuant to return or destroy all confidential information heretofore furnished this Section 6.1 to cause such Person by or on behalf of Company Representative not to take, then the Company or any shall be deemed for all purposes of its Subsidiaries, as the case may bethis Agreement to have breached this Section 6.1.

No Solicitation. The (a) During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees that neither it nor will not, and the Company will not authorize or permit any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it Representatives or any of its Subsidiaries) not to (and shall not authorize any of them Subsidiary to) , directly or indirectly: , (i) solicit or solicit, initiate, or seek, entertain, knowingly encourage, facilitate, encourage support or induce, any inquiry with respect to, or induce the making, submission or announcement ofof any inquiry, any expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) subject to Section 5.3(c)enter into, participate in in, maintain or continue any discussions communications (except solely to provide written notice as to the existence of these provisions) or negotiations withregarding, or furnish any nonpublic information (x) deliver or make available to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be used for purposes of making expected to lead to, an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any Company Securityholders or (vi) enter into any other transaction contemplated therebyor series of transactions not in the ordinary course of business consistent with past practice, the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Merger or the other Transactions. The Company will, and will cause its Subsidiaries will Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons conducted heretofore prior to or on the Agreement Date with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Proposal and (B) immediately revoke or withdraw access of any Person that has entered into a confidentiality agreement (other than Acquirer and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with its consideration of an Acquisition Proposal to and request from each Person (other than Acquirer and its Representatives) the prompt return or destroy destruction of all confidential non-public information heretofore furnished with respect to the Company previously provided to such Person by or on behalf in connection with an Acquisition Proposal. If any of the Company’s Representatives, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.2 not to authorize or any permit such Representative to take, then the Company shall be deemed for all purposes of its Subsidiaries, as the case may bethis Agreement to have breached this Section 5.2.

No Solicitation. The Company agrees that neither it nor any (a) Prior to the Expiration Date, each Shareholder (in its capacity as a shareholder of the Company) shall not, and shall cause (if applicable) each of its Subsidiaries nor any of the Affiliates and its and their respective directors, officers and directors of it or its Subsidiaries shallemployees not to, and that it shall use all its reasonable best efforts to cause its and its Subsidiaries’ Employeestheir other Representatives not to, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: , (i) solicit or solicit, initiate, knowingly encourage, or knowingly facilitatefacilitate any Acquisition Proposal or any inquiry, encourage expression of interest, proposal, offer or induce, any inquiry with respect torequest for information that would reasonably be expected to lead to or result in an Acquisition Proposal, or the making, submission making or announcement of, any Acquisition Proposalconsummation thereof, (ii) subject other than to inform any Person of the existence of the provisions contained in this Section 5.3(c)2.1, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information in connection with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent Contract or similar document or any contract other agreement or commitment contemplating or otherwise relating to understanding with respect to, any Acquisition Proposal or transaction contemplated therebyany inquiry, expression of interest, proposal, offer or request for information that would reasonably be expected to lead to or result in an Acquisition Proposal, or (iii) resolve or agree to do any of the foregoing; provided that nothing herein shall prohibit any Shareholder or any of its Affiliates or Representatives from participating in any discussions or negotiations with respect to such Shareholder’s willingness to enter into a voting agreement in connection with an Acquisition Proposal to the extent that the Company becomes permitted to take the actions set forth in clause (i) and clause (ii) of Section 5.02(b) of the Merger Agreement with respect to such Acquisition Proposal. The Company Other than subject to the proviso in the foregoing sentence, from and after the execution of this Agreement, each Shareholder shall, and shall cause (if applicable) each of its Subsidiaries will Affiliates and direct its and their respective Representatives to immediately cease any and cause to be terminated all existing activities, discussions or negotiations with any third parties Person conducted heretofore with respect to any Acquisition Proposal. The Company agrees Proposal or any inquiry, expression of interest, proposal, offer or request for information that it will promptly request each Person that has entered into a confidentiality agreement with the Company would reasonably be expected to lead to or result in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may beProposal.

No Solicitation. The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries Stockholder shall, and shall cause its affiliates that it shall use all reasonable efforts to cause controls and its and its Subsidiariescontrolled affiliates’ Employeesrespective directors, agents officers, employees, investment bankers, attorneys, financial and other advisors or other representatives (including any investment bankernot to, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: , (i) solicit or solicit, initiate, or knowingly facilitate, encourage or induce, any inquiry with respect toencourage, or induce the making, submission or announcement of, any an Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal (other than Customers or (yany designees of Customers) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would relating to the Company or any of its Subsidiaries, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Person (other than Customers), or take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes or could reasonably be used for purposes of making expected to lead to an Acquisition Proposal, (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal (it being understood that other than to notify such Person as to the existence of this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activitiesprovision), (iiiiv) approve, endorse or recommend any an Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent intent, memorandum of understanding or similar document other agreement, contract or any contract agreement or commitment arrangement contemplating or otherwise relating to an acquisition transaction, otherwise than pursuant to the terms of the Merger Agreement, or (vi) terminate, amend or waive any Acquisition Proposal rights under any “standstill” or transaction contemplated therebyother similar agreement between the Stockholder and any Person (other than Customers). The Company and its Subsidiaries will Stockholder shall immediately cease any and all existing activities, discussions or negotiations with any third parties persons (other than Customers and its affiliates and representatives) conducted heretofore with respect to any Acquisition Proposal. The Company Without limiting the generality of the foregoing, the Stockholder acknowledges and hereby agrees that it will promptly request each Person that has entered any violation of the restrictions set forth in this Section 6 by the Stockholder or any representatives of the Stockholder shall be deemed to be a breach of this Section 6 by the Stockholder. The Stockholder shall not enter into a confidentiality any letter of intent or similar document or any agreement with the Company in connection with its consideration of contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may beterms.

No Solicitation. The Company agrees that neither During the Term, each Signatory Stockholder shall not, nor shall it nor permit or authorize any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallofficers, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employeesdirectors, employees, agents and or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its Subsidiariesthe "Representatives") not to (and shall not authorize any of them to) directly or indirectly: , (i) solicit or initiate, or knowingly facilitateencourage, encourage directly or induceindirectly, any inquiry with respect to, inquiries regarding or the making, submission or announcement of, any Acquisition ProposalExtraordinary Transaction, (ii) subject to Section 5.3(c), participate in any discussions or negotiations withregarding, or furnish any nonpublic information (x) to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that has made an Acquisition Proposal constitutes, or (y) may reasonably be expected to lead to, any Person that has informed the Company (either directly Extraordinary Transaction or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating with respect to any Acquisition Proposal Extraordinary Transaction or transaction contemplated therebyapprove or resolve to approve any Extraordinary Transaction. The Company Upon execution of this Agreement, each Signatory Stockholder shall, and it shall cause its Subsidiaries will Representatives to, immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposalof the foregoing. The Company agrees that it Each Signatory Stockholder will promptly request notify Parent of the existence of any proposal, discussion, negotiation or inquiry received by such Signatory Stockholder, and each Person that has entered into a confidentiality agreement with Signatory Stockholder will immediately communicate to Parent the Company terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Parent copies of any written materials received by it in connection with its consideration of an Acquisition Proposal to return such proposal, discussion, negotiation or destroy all confidential information heretofore furnished to such Person by or on behalf inquiry) and the identity of the Company Person making such proposal or any of its Subsidiaries, as the case may beinquiry or engaging in such discussion or negotiation.

No Solicitation. (a) The Company agrees that neither shall not, nor shall it nor authorize or permit any of its Subsidiaries nor or any of the their respective directors, officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including employees or any investment banker, attorney financial advisor, attorney, accountant or accountant retained by it other advisor, agent, representative or any of its Subsidiariescontrolled Affiliate (collectively, “Representatives”) not to (and shall not authorize any of them to) , directly or indirectly: indirectly through another person, (i) solicit solicit, initiate or initiateknowingly encourage, or knowingly facilitate, encourage or induce, take any inquiry with respect other action designed to, or the makingwhich could reasonably be expected to, submission or announcement offacilitate, any Acquisition ProposalTakeover Proposal or the making thereof, (ii) subject to Section 5.3(c)enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish any nonpublic information (x) to any Person that has made an Acquisition person any information, or otherwise cooperate in any way with, any Takeover Proposal or (yiii) waive, terminate, modify or fail to enforce any Person that has informed provision of any contractual “standstill” or similar obligation of any person other than Parent. Without limiting the Company (either directly or indirectly) that foregoing, it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected agreed that any violation of the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners restrictions set forth in the context of sales and marketing activities), (iii) approve, endorse or recommend preceding sentence by any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf Representative of the Company or any of its SubsidiariesSubsidiaries shall be a breach of this Section 4.02(a) by the Company. The Company shall, as and shall cause its Subsidiaries to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any Takeover Proposal and request the case may beprompt return or destruction of all confidential information previously furnished. Notwithstanding the foregoing, at any time prior to the Appointment Time, in response to a bona fide written Takeover Proposal that the Board of Directors of the Company reasonably determines (after consultation with outside counsel and a financial advisor of nationally recognized reputation) is or is reasonably likely to lead to a Superior Proposal, and which Takeover Proposal was not solicited after the date hereof and was made after the date hereof and did not otherwise result from a breach of this Section 4.02(a), the Company may, subject to compliance with Section 4.02(c), (x) furnish information with respect to the Company and its Subsidiaries to the person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement (which (A) need not restrict such person from making an unsolicited Takeover Proposal and (B) shall permit the Company to comply with the terms of Section 4.02(c)) containing confidentiality and other provisions substantially similar to the provisions of the Confidentiality Agreement and not less restrictive to such person than the provisions of the Confidentiality Agreement are to Parent; provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such person and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal, if and only to the extent that in connection with the foregoing clauses (x) and (y), the Board of Directors of the Company concludes in good faith (after consultation with its outside counsel) that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable Law.

No Solicitation. The (a) Subject to Section 6.2(c), at all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, neither the Company agrees that neither it nor any of its Subsidiaries shall, nor shall they authorize or permit any of the officers and directors of it or its Subsidiaries shalltheir Representatives to, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: indirectly (i) solicit or solicit, initiate, knowingly encourage, or knowingly facilitate, encourage facilitate or induceassist, any inquiry with respect toinquiry, proposal or offer, or the making, submission or announcement ofof any inquiry, any proposal or offer, that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal (other than Parent, Merger Sub or (yany designees or Representatives of Parent or Merger Sub) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability relating to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse or any of its Subsidiaries, or afford to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent (except or Merger Sub) access to the extent specifically permitted pursuant to Section 5.3(d)) business, properties, assets, books, records or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i))other non-public information, enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activitiespersonnel, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as in any such case in connection with, in response to or with the case may beintent to encourage, facilitate or assist the making, submission or announcement of any Acquisition Proposal, (iii) participate or engage in any discussions or negotiations with any Person with respect to any Acquisition Proposal or potential Acquisition Proposal, (iv) adopt, approve or enter into any merger agreement, purchase agreement, letter of intent, memorandum of understanding or similar Contract with respect to an Acquisition Transaction or (v) resolve or agree to do any of the foregoing. Subject to Section 6.2(c), during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company and its Subsidiaries shall, and shall cause its and their Representatives to, immediately cease all existing discussions or negotiations with any Person (other than Parent, Merger Sub and their Representatives) conducted prior to the date of this Agreement with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after and within one (1) day of the date of this Agreement, the Company will terminate access by any Person (other than Parent, Merger Sub and their Representatives) to any physical or electronic dataroom relating to a potential Acquisition Proposal (or prior discussions in respect of a potential Acquisition Proposal) and request that each Person (other than Parent, Merger Sub and their Representatives) that has executed a confidentiality agreement (other than the Confidentiality Agreement) relating to a potential Acquisition Proposal (or prior discussions in respect of a potential Acquisition Proposal) promptly return to the Company or destroy all non-public documents and materials containing non-public information of the Company that has been furnished by the Company or any of its Representatives to such Person pursuant to the terms of such confidentiality agreement.

No Solicitation. The Company agrees that neither it nor any of its Subsidiaries nor any During the Interim Period, in order to induce the other parties to continue to commit to expend management time and financial resources in furtherance of the officers and directors of it or its Subsidiaries shalltransactions contemplated hereby, Seller shall not, and that it shall use all reasonable efforts to cause its Representatives to not, without the prior written consent of the Company and its Subsidiaries’ EmployeesPurchaser (and, agents and representatives (including any investment bankerupon execution of the Joinder Agreement, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) Pubco), directly or indirectly: , (i) solicit or initiatesolicit, assist, initiate or knowingly facilitate, encourage or induce, any inquiry with respect to, or facilitate the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making regarding the Company or its Affiliates or their respective businesses, operations, assets, liabilities, financial condition, prospects or employees to any person or entity or group (other than a party to this Exchange Agreement or their respective Representatives) in connection with or in response to an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) approveengage or participate in discussions or negotiations with any person or entity or group with respect to, endorse or recommend any that would reasonably be expected to lead to, an Acquisition Proposal, (iv) withdraw approve, endorse or modify the Company Board Recommendation in a manner adverse recommend, or publicly propose to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) approve, endorse or recommend, any Acquisition Proposal or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), negotiate or enter into any letter of intent or similar document or any contract intent, agreement in principle, acquisition agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect other similar agreement related to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into For purposes herein, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any person, entity or group at any time relating to an Alternative Transaction, and (ii) an “Alternative Transaction” means a confidentiality agreement with transaction (other than the Company in connection with its consideration transactions contemplated by the Business Combination Agreement) concerning the sale of an Acquisition Proposal to return (x) all or destroy substantially all confidential information heretofore furnished to such Person by of the business or on behalf assets of the Company and its subsidiaries, taken as a whole (other than in the ordinary course of business consistent with past practice), or (y) a majority of the voting power or economic interests of the outstanding equity interests of the Company, in any case, whether such transaction takes the form of its Subsidiariesa sale of shares or other equity interests, as the case may beassets, merger, amalgamation, consolidation, joint venture or partnership, or otherwise.

No Solicitation. The After the execution of this Agreement and prior to the Effective Time, the Company agrees that neither it nor any of its Subsidiaries nor any of the officers their respective officers, directors, advisors, agents, accountants, consultants, employees, investment bankers and directors of it or its Subsidiaries shalllegal counsel (collectively, and that it "Representatives") shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: (i) solicit or solicit, initiate, encourage, knowingly facilitate or knowingly facilitate, encourage or induce, induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition ProposalProposal (as defined in Section 6.1(g)(i)), (ii) subject to Section 5.3(c), participate in any discussions or negotiations withregarding, or furnish to any Person any nonpublic information (x) with respect to, or take any other action to facilitate any Person inquiries or the making of any proposal that has made an constitutes or may reasonably be expected to lead to, any Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) engage in discussions with any Person with respect to any Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent Proposal (except to the extent specifically permitted pursuant to Section 5.3(d6.1(e)) ), or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or any transaction contemplated thereby. The Company shall immediately terminate, and shall cause each of its Subsidiaries and its Subsidiaries will and their Representatives to immediately cease any and terminate, all existing activities, discussions or negotiations negotiations, if any, with any third parties conducted heretofore party with respect to, or any that could reasonably be expected to any lead to or contemplate the possibility of, an Acquisition Proposal. The Company agrees that it will shall promptly request that each Person that person which has entered into heretofore executed a confidentiality agreement with the Company in connection or any of its affiliates or Subsidiaries or any of its or their Representatives with its respect to such Person's consideration of an a possible Acquisition Proposal to promptly return or destroy (which destruction shall be certified in writing by such person to the Company) all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may beaffiliates or Subsidiaries or any of its or their Representatives to such person or any of its affiliates or Subsidiaries or any of its or their Representatives.

No Solicitation. (a) The Company agrees that neither shall not, nor shall it nor authorize or permit any of its Subsidiaries nor or any of the their respective directors, officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including employees or any investment banker, attorney financial advisor, attorney, accountant or accountant other advisor, agent or representative (collectively, “Representatives”) retained by it or any of its Subsidiaries) not to (and shall not authorize any of them Subsidiaries to) , directly or indirectly: indirectly through another Person, (i) solicit solicit, initiate or initiateknowingly encourage, or knowingly take any other action intended to facilitate, encourage or induce, any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c)enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide productinformation, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, or (iviii) withdraw or modify allow the Company Board Recommendation in a manner adverse or any of its Subsidiaries to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) execute or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i))enter into, enter into any letter of intent or similar document or any contract intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or commitment contemplating other similar Contract constituting or otherwise relating related to, or that is intended to lead to, any Acquisition Proposal (an “Acquisition Agreement”). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Representative of the Company or transaction contemplated therebyany of its Subsidiaries shall be deemed to be a breach of this Section 6.3(a) by the Company. The Company shall, and shall cause its Subsidiaries will to, immediately cease any and cause to be terminated all existing activities, discussions or negotiations with any third parties Person conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly Proposal and request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to prompt return or destroy destruction of all confidential information heretofore furnished previously furnished. Notwithstanding anything to such Person by the contrary set forth in this Section 6.3 or on behalf elsewhere in this Agreement, at any time prior to obtaining the Company Shareholder Approval, in response to a bona fide written Acquisition Proposal that was made after the date hereof and which the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) constitutes, or is reasonably likely to lead to, a Superior Proposal, the Company may (x) furnish any of information to the person making such Acquisition Proposal (and its SubsidiariesRepresentatives) pursuant to a customary confidentiality agreement, as provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the case may betime it is provided to such Person, and (y) enter into, continue or otherwise participate in any discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal.

No Solicitation. The (a) Except as provided in this Section 5.2(a), the Company agrees that neither it nor shall not, and shall not permit or authorize any of its Subsidiaries nor or any of the officers and directors of it or its Subsidiaries shalldirector, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employeesofficer, agents and representatives (including any employee, investment banker, attorney financial advisor, attorney, accountant or accountant retained by it other advisor, agent or any of its Subsidiariesrepresentative (collectively, “Representatives”) not to (and shall not authorize any of them to) directly or indirectly: (i) solicit or initiate, or knowingly facilitate, encourage or induce, any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, directly or indirectly, to (i) solicit, initiate, endorse, or knowingly encourage or facilitate any inquiry, proposal or offer with respect to, or the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any non-public information or data with respect to, or otherwise cooperate in any way with, any Acquisition Proposal, (iii) subject to Section 5.2(b), approve, recommend, agree to or accept, or publicly propose to approve, recommend, agree to or accept, any Acquisition Proposal or (iv) resolve, publicly propose or agree to do any of the foregoing. The Company shall, and shall cause each of its Subsidiaries and the Representatives of the Company and its Subsidiaries to, (A) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, (B) request and confirm the prompt return or destruction of all confidential information previously furnished with respect to any Acquisition Proposal and (C) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement to which it or any of its Affiliates or Representatives is a party with respect to any Acquisition Proposal, and shall enforce the provisions of any such agreement. Notwithstanding the foregoing, if at any time following the date of this Agreement and prior to obtaining the Stockholder Approval, (1) the Company receives a written Acquisition Proposal that the Company Board believes in good faith to be bona fide, (2) such Acquisition Proposal was unsolicited and did not otherwise result from a breach of this Section 5.2, (3) the Company Board determines in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal and (4) the Company Board determines in good faith (and after consultation with outside counsel) that the failure to take the actions referred to in clause (x) or (y) would be reasonably likely to constitute a breach of its fiduciary duties to the stockholders of the Company under applicable Law, then the Company may (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal; provided that prior to furnishing any such information the Company shall have first received from the Person making such Acquisition Proposal an executed confidentiality agreement containing terms substantially similar to, and not materially less favorable to the Company than, those set forth in the Confidentiality Agreement (as defined below); provided that any non-public information provided to any Person given such access shall have been previously provided to Parent or shall be provided to Parent prior to or concurrently with the case may betime it is provided to such Person and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal or take the actions specified in clause (C) of the preceding sentence.

No Solicitation. The Company agrees that neither it nor any of its Subsidiaries nor any From the date hereof until the earlier of the officers termination of this Agreement pursuant to its terms or the Effective Time of the First Merger, Company shall not, and shall not permit its Subsidiaries, the officers, employees and directors of it or and its Subsidiaries shallSubsidiaries, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney financial advisor, attorney, accountant, agent or accountant other representative retained by it or any of its Subsidiaries) not to (and shall not authorize any of them collectively, “Representatives”) to) , directly or indirectly: (i) solicit or solicit, initiate, knowingly encourage or knowingly facilitate, encourage or induce, facilitate any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations withregarding, or furnish any nonpublic information (x) to any Person any information with respect to or for the purpose of facilitating, or knowingly take any other action to facilitate any inquiries or the making of any proposal that has made an Acquisition Proposal constitutes or (y) could reasonably be expected to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide productlead to, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iii) release or authorize the release of any Person from, or waive or authorize the waiver of any provision of, any confidentiality, “standstill” or similar Contract under which it or any of its Subsidiaries has any rights, or fail to enforce or cause to be enforced in all material respects each such Contract at the request of Company, (iv) withdraw take any action to render inapplicable, or modify to exempt any third Person from, any state takeover law or state law that purports to limit or restrict business combinations or the Company Board Recommendation ability to acquire or vote shares of capital stock, (v) publicly approve, endorse, recommend or take any position other than to recommend rejection (including withdrawing or modifying in a manner adverse to Parent the other party, any recommendation of rejection) any Acquisition Proposal (except to the extent specifically permitted pursuant to Section 5.3(d)) or (vvi) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment Contract contemplating or otherwise relating to any Acquisition Proposal or transaction (other than a confidentiality agreement as contemplated therebyby Section 5.3(c)(i)). The Company and its Subsidiaries and Representatives will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement Proposal with the Company in connection with its consideration of an Acquisition Proposal respect to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may beitself.

No Solicitation. The Company agrees that neither Except as it nor may relate to any Silver Party and subject to the terms of its Subsidiaries nor any Section 5.02(b), from the date of this Agreement until the earlier to occur of the officers and directors valid termination of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: (i) solicit or initiate, or knowingly facilitate, encourage or induce, any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted Agreement pursuant to Section 5.3(d)) or (v) (except for Article VIII and the Effective Time, Titanium shall cease and cause to be terminated any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect Person and its Affiliates and Representatives that would be prohibited by this Section 5.02(a). Subject to the terms of Section 5.02(b), from the date of this Agreement until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Effective Time, the Titanium Parties will not, and will instruct their respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate or propose the making or submission of, or knowingly encourage or facilitate the making or submission of, any offer or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (ii) furnish to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with (other than the Company in connection with its consideration of an Acquisition Proposal to return Silver Parties or destroy all confidential information heretofore furnished to such Person by or on behalf any designees of the Company Silver Parties) any non-public information relating to Titanium or any of its Subsidiaries or afford to any Person (other than the Silver Parties or any designees of the Silver Parties) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Titanium or any of its Subsidiaries, as in any such case with the case may beintent to induce the making or submission of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal; (iii) participate in, knowingly facilitate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal or any offer, proposal or inquiry that would reasonably be expected to lead to an Acquisition Proposal (other than informing such Persons of the existence of the provisions contained in this Section 5.02(a) or contacting such Person or its Representatives solely to clarify the terms and conditions of any Acquisition Proposal); (iv) enter into any letter of intent, memorandum of understanding, agreement in principle, investment agreement, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction or that would reasonably be expected to lead to an Acquisition Proposal; other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract providing for an Acquisition Transaction an “Alternative Acquisition Agreement”) or (v) reimburse or agree to reimburse the expenses of any other Person (other than the Titanium Parties’ Representatives) in connection with an Acquisition Proposal or any inquiry, discussion, offer or request that would reasonably be expected to lead to an Acquisition Proposal. From the date of this Agreement until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Effective Time, Titanium will be required to enforce, and will not be permitted to waive, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to Titanium or the Titanium Board (or the Titanium Special Committee), unless the Titanium Special Committee has determined in good faith, after consultation with its outside counsel, that failure to take such action (I) would prohibit the counterparty from making an unsolicited Acquisition Proposal to the Titanium Board or Titanium Special Committee in compliance with this Section 5.02 and (II) would be inconsistent with its fiduciary duties pursuant to Applicable Law.

No Solicitation. The Company agrees that neither it nor any of (a) Except to the extent expressly permitted by this Section 5.4, during the Pre-Closing Period, WWE shall, shall cause its Subsidiaries nor and direct its and their Representatives to (i) promptly (and in any case within twenty-four (24) hours) terminate (or cause to be terminated) any discussions or negotiations with any Person and its Affiliates and Representatives that would be prohibited by this Section 5.4, (ii) promptly (and in any case within twelve (12) hours of the officers execution of this Agreement) terminate (or cause to be terminated) such Person’s and directors its Affiliates’ and Representatives’ access to any data room or other depository of it information maintained by or on behalf of WWE and its Subsidiaries shallfor purposes of facilitating an Acquisition Proposal and (iii) promptly cease any direct or indirect solicitation, and knowing encouragement, discussion, or negotiation with any such Person that it may be ongoing relating to an Acquisition Proposal. Additionally, WWE shall use all reasonable efforts to not, shall cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) Subsidiaries not to (and shall direct its and their Representatives not authorize any of them to) , directly or indirectly: , (iA) solicit or solicit, initiate, or knowingly facilitate, or knowingly encourage or induce, any inquiry with respect to(including by way of furnishing non-public information), or otherwise propose or knowingly induce the making, submission submission, or announcement of, any proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, an Acquisition Proposal, (iiB) subject to Section 5.3(c)engage in, continue, or otherwise participate in any discussions discussion or negotiations negotiation regarding, or furnish to any other Person (other than EDR, its Subsidiaries (including EDR OpCo and HoldCo) or any of its and their designees) any non-public information and data relating to WWE or any of its Subsidiaries or afford to any Person (other than EDR, its Subsidiaries (including EDR OpCo and HoldCo) or any of its and their designees) access to the business, properties, assets, books, records or other information, or to any personnel, of WWE or any of its Subsidiaries (except pursuant to Section 220 of the DGCL), in each case, in connection with, or furnish for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any nonpublic information inquires or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal, (xC) approve, adopt, endorse or recommend an Acquisition Proposal or any offer or proposal that could lead to an Acquisition Proposal, (D) terminate, amend, release, modify or fail to enforce any Person that has made provision (including any standstill or similar provision) of, or grant any permission, waiver or request under, any confidentiality, standstill or similar agreement, (E) grant any waiver, amendment or release under any Takeover Laws, (F) authorize or enter into any letter of intent, acquisition agreement, agreement in principle, or other Contract (an “Acquisition Agreement”) relating to an Acquisition Proposal or (yG) resolve, agree or propose to do any Person that has informed of the Company foregoing; provided, that, if (either directly or indirectlyand only if) that it is considering prior to WWE’s receipt of the duly executed WWE Written Consent, WWE receives an Acquisition Proposal that did not result from a breach of this Section 5.4(a) and the WWE Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal is, or could reasonably be expected to result in, a Superior Proposal and a failure to take the actions contemplated by the following clauses (1), (2) or (z3) under circumstances where it would be reasonably expected that inconsistent with the non-public information being provided would be used for purposes of making directors’ fiduciary duties under applicable Law, WWE and the WWE Subsidiaries and their respective Representatives may (1) enter into an Acceptable Confidentiality Agreement, (2) engage in discussions or negotiations regarding such Acquisition Proposal (it being understood that this clause so long as WWE and such person have executed an Acceptable Confidentiality Agreement) and (z3) shall not limit the Company’s ability to provide productfurnish information to, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except afford access to the extent specifically permitted pursuant to Section 5.3(d)) business, properties, assets, books, records or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i))personnel, enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company WWE or any of its SubsidiariesSubsidiaries (so long as WWE and such person have executed an Acceptable Confidentiality Agreement), as in each case, with the case may beperson making or renewing such Acquisition Proposal and its Representatives; provided, however, that any such information or access has previously been made available to EDR or shall be made available to EDR prior to, or substantially concurrently with, the time such information is made available to such Person.

No Solicitation. The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallSuch Stockholder shall not, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize or permit any stockholder, director, officer, employee, affiliate, representative or agent of them such Stockholder to) , directly or indirectly: , (i) solicit or solicit, facilitate, initiate, or knowingly facilitateentertain, encourage or inducetake any action to facilitate, initiate, entertain or encourage any inquiry with respect to, inquiries or communications or the making, submission making of any proposal or announcement of, offer that constitutes or may constitute an Acquisition Proposal or a Transfer of any Acquisition Proposalof the Securities, (ii) subject to Section 5.3(c), participate or engage in any discussions or negotiations with, or furnish provide any nonpublic information (x) to or take any Person that has made other action with the intent to facilitate the efforts of, any person concerning any possible Acquisition Proposal or a Transfer of any of the Securities or any inquiry or communication which might reasonably be expected to result in an Acquisition Proposal or (y) to a Transfer of any Person that has informed of the Company (either directly Securities or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approveagree to or endorse, endorse or recommend release any third party from any obligation under any existing standstill agreement or arrangement relating to, any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse otherwise facilitate any effort or attempt to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) make or (v) (except for implement any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document Acquisition Proposal. If such Stockholder or any contract agreement representative or commitment contemplating agent of such Stockholder receives an inquiry or otherwise relating proposal with respect to any Acquisition Proposal or transaction contemplated therebyany Transfer of Securities, then such Stockholder shall promptly inform Parent of the terms and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Company Such Stockholder shall, and shall cause its Subsidiaries will representatives or agents to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposalof the foregoing. The Company agrees that it will promptly request each Person that has entered into Notwithstanding the foregoing, nothing in this Section 3.01(a) shall limit the ability of any individual who is a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return director or destroy all confidential information heretofore furnished to such Person by or on behalf officer of the Company or to take any of its Subsidiaries, the actions described in Section 7.8(b) of the Merger Agreement (but only to the extent permitted in Section 7.8(b) of the Merger Agreement) in his capacity as a director or officer of the case may beCompany.

No Solicitation. The Company (a) Except as set forth in this Section 4.3, upon execution of this Agreement the Shareholder hereby agrees that neither it nor shall, and shall direct its Representatives, immediately to cease and cause to be terminated all existing discussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. During the term of this Agreement and except as permitted by Section 4.3(b), the Shareholder agrees that it shall not, and it shall not permit or authorize any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallRepresentatives, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: , to (i) solicit or solicit, initiate, or knowingly facilitateendorse, encourage or inducefacilitate any inquiry, any inquiry proposal or offer with respect to, or the making, submission making or announcement completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, (ii) subject to Section 5.3(c)enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal (other than Parent, Merger Sub or (yany of their Affiliates or designees) to any Person that has informed the Company (either directly information or indirectly) that it is considering an Acquisition Proposal data with respect to, or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide productotherwise cooperate in any way with, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iviii) withdraw cause or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of permit the Company or any of its SubsidiariesSubsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other similar Contract constituting or relating to, or which is intended to or is reasonably likely to lead to, any Acquisition Proposal, or that requires the Company to abandon or terminate the Merger Agreement, (iv) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the case may berules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any Company Shares in connection with any vote or other action on any of the Section 2.1(a) Matters, other than to recommend that the shareholders of the Company vote in favor of the adoption of the Merger Agreement and as otherwise expressly provided in this Agreement or otherwise to vote or consent with respect to Covered Shares in a manner that would not violate Section 2.1, or (v) agree to do any of the foregoing.

No Solicitation. (a) The Company agrees that neither it nor will not, and will not authorize or permit any of its Subsidiaries nor any of the officers and directors of it directors, officers, employees, stockholders or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including Affiliates or any investment banker, attorney or accountant other advisor or representative retained by it or any of its Subsidiaries) not to (and shall not authorize any of them (all of the foregoing collectively being the “Company Representatives”) to) , directly or indirectly: , (i) solicit or solicit, initiate, or seek, entertain, knowingly encourage, knowingly facilitate, encourage support or induce, any inquiry with respect to, or induce the making, submission or announcement ofof any inquiry, any expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) subject to Section 5.3(c)enter into, participate in in, maintain or continue any discussions communications (except solely to provide written notice as to the existence of these provisions) or negotiations withregarding, or furnish any nonpublic information (x) deliver or make available to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be used for purposes of making expected to lead to, an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment other Contract contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby(v) submit any Acquisition Proposal to the vote of any securityholders of Company. The Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons conducted heretofore prior to or on the date of this Agreement with respect to any Acquisition Proposal. The If any Company agrees Representative, whether in his or her capacity as such or in any other capacity, takes any action that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal is obligated pursuant to return or destroy all confidential information heretofore furnished this Section 5.2 to cause such Person by or on behalf of Company Representative not to take, then the Company or any shall be deemed for all purposes of its Subsidiaries, as the case may bethis Agreement to have breached this Section 5.2.

No Solicitation. (a) The Company agrees that neither it nor any of shall not and shall cause its Subsidiaries nor any and the respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and other agents of the officers Company and directors of it or its Subsidiaries shall(collectively, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesthe "Company Representatives") not to (and shall not authorize any of them to) , directly or indirectly: , (i) solicit or initiate, solicit, induce or knowingly facilitate, encourage or induce, any inquiry with respect toencourage, or take any action to facilitate the making, submission or announcement making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, ; (ii) subject to Section 5.3(c), participate in any discussions or negotiations withregarding any Acquisition Proposal or furnish, or furnish any nonpublic information (x) otherwise afford access, to any Person that has made (other than Buyer) any information or data with respect to the Company or any of its Subsidiaries or otherwise relating to an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), Proposal; (iii) approverelease any Person from, endorse waive any provisions of, or recommend fail to enforce any Acquisition Proposal, confidentiality agreement or standstill agreement to which the Company is a party; or (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any agreement, agreement in principle or letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating with respect to any Acquisition Proposal or transaction contemplated therebyapprove or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal. Any violation of the foregoing restrictions by any of the Company Representatives, whether or not such Company Representative is so authorized and whether or not such Company Representative is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company. The Company and its Subsidiaries will shall, and shall cause each of the Company Representatives to, immediately cease and cause to be terminated any and all existing activitiesdiscussions, discussions or negotiations negotiations, and communications with any third parties conducted heretofore Persons with respect to any existing or potential Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may be.

No Solicitation. The (a) During the Pre-Closing Period, the Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallshall not, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: , and shall cause the other Acquired Companies, its Representatives and the Representatives of the other Acquired Companies not to, directly or indirectly, (i) solicit or solicit, initiate, encourage, induce or knowingly facilitate, encourage or induce, facilitate any inquiry with respect toinquiries regarding, or the making, submission submission, reaffirmation or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any nonpublic information regarding any of the Acquired Companies, or provide any access to the books, records or personnel of any of the Acquired Companies, to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in, continue or otherwise participate in any discussions or negotiations with any Person in respect of, or otherwise cooperate with respect to, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iiiiv) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) Proposal or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent intent, arrangement, understanding, agreement, agreement in principle or similar document or any contract agreement or commitment Contract contemplating or otherwise relating to any Acquisition Proposal Transaction. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.3(a) by any Representative of any of the Acquired Companies, whether or transaction contemplated therebynot such Person is purporting to act on behalf of any of the Acquired Companies or otherwise, shall be deemed to be a breach of this Section 6.3(a) by the Company. The Notwithstanding the foregoing, from the date hereof and prior to the adoption of this Agreement by the Required Company and its Subsidiaries will immediately cease any and all existing activitiesShareholder Vote, nothing in this Agreement (including this Section 6.3(a)) shall, subject to Section 6.3(b), prohibit the Company from furnishing nonpublic information regarding the Acquired Companies to, or entering into or conducting discussions or negotiations with with, any third parties conducted heretofore with Person in response to a bona fide written Acquisition Proposal that is submitted to the Company by such Person during such period (and not withdrawn) which is reasonably likely to result in a Superior Proposal if (A) neither the Company nor any Representative of any of the Acquired Companies shall have breached or violated this Section 6.3(a) in any respect to any that results in such Acquisition Proposal. The , (B) the Company agrees Board or its Special Committee concludes in good faith, after consultation with the Company’s or the Special Committee’s outside legal counsel, that it will promptly request each failure to take such action would be inconsistent with the fiduciary obligations of the Company Board to the Company’s shareholders under applicable Legal Requirements, (C) the Company Board or its Special Committee concludes in good faith, after consultation with its legal counsel and an independent financial advisor of nationally recognized reputation, that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal and (D) prior to furnishing any such nonpublic information to such Person, the Company receives from such Person that has entered into a an executed confidentiality agreement with containing customary limitations on the Company in connection with its consideration use and disclosure of an Acquisition Proposal to return or destroy all confidential nonpublic written and oral information heretofore furnished to such Person by or on behalf of the Company or and customary “standstill” provisions. As promptly as reasonably practicable following the furnishing of nonpublic information pursuant to this Section 6.3(a), the Company shall provide to Parent any nonpublic information concerning any of the Acquired Companies that is furnished to any third Person or its Subsidiaries, as the case may beRepresentatives which was not previously provided to Parent.

No Solicitation. (a) The Company agrees shall, and shall cause its executive officers, directors, authorized representatives and authorized agents to, immediately cease any discussions or negotiations with any parties that neither may be ongoing with respect to any Takeover Proposal. The Company shall not, nor shall it nor permit any of its Subsidiaries to, nor any of the officers and directors of shall it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or permit any of its Subsidiaries) not to (and shall not authorize any of them executive officers, directors, authorized representatives or authorized agents to) , directly or indirectly: , (i) solicit solicit, initiate or initiateknowingly encourage (including by way of furnishing non-public information) any inquiries or the making of any proposal which constitutes, or knowingly facilitate, encourage or inducemay reasonably be expected to lead to, any inquiry with respect to, Takeover Proposal or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations withregarding any Takeover Proposal. For purposes of this Agreement, or furnish any nonpublic information "Takeover Proposal" means (x) to any Person that has made an Acquisition Proposal inquiry, proposal or (y) to offer from any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise person relating to any Acquisition Proposal direct or transaction contemplated thereby. The indirect acquisition or purchase of any of the assets of the Company and or its Subsidiaries will immediately cease (other than the purchase of inventory or other assets in the ordinary course of business) or any and all existing activitiesof the Shares then outstanding, discussions any tender offer or negotiations with exchange offer for any third parties conducted heretofore with respect to of the Shares then outstanding, or any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return merger, consolidation, business combination, recapitalization, liquidation, dissolution or destroy all confidential information heretofore furnished to such Person by or on behalf of similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement or (y) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Offer and/or the Merger or which would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated by this Agreement and the Stockholders Agreement. Notwithstanding the foregoing, proposals solely relating to the sale of all or a portion of the Company's business relating solely to the research and development of swine breeding stock and the marketing of such hybrid breeding swine and related management services to hog producers in domestic or international markets shall not be considered Takeover Proposals, so long as the case may beterms and conditions of any such proposal described in this sentence do not have any of the effects described in clause (y) of the preceding sentence.

No Solicitation. (a) The Company agrees that neither shall not, nor shall it nor authorize or permit any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not or their respective Representatives to (and shall use its reasonable best efforts to cause such Persons not authorize any of them to) ), directly or indirectly: indirectly (i) solicit or initiate, or knowingly facilitate, encourage or induce, solicit, knowingly facilitate or encourage (including by way of furnishing non-public information) any inquiry with respect to, or the making, submission or announcement of, of any Acquisition proposal that constitutes or could reasonably be expected to lead to a Takeover Proposal, (ii) subject approve, adopt or recommend, or propose to Section 5.3(c)approve, adopt or recommend, any Takeover Proposal or enter into any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to, or that could reasonably be expected to lead to, any Takeover Proposal, (iii) enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement or breach its obligations hereunder, or propose or agree to do any of the foregoing, (iv) fail to enforce, or grant any waiver under, any standstill or similar agreement with any Person or (v) engage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal any information or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore data with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with or in response to, or otherwise cooperate with or take any other action to facilitate any proposal that (A) constitutes, or could reasonably be expected to lead to, any Takeover Proposal or (B) requires the Company to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement. The Company shall, and shall direct each of its consideration Subsidiaries and each agent or representative of an Acquisition Proposal any of the foregoing to, immediately cease any discussions, negotiations, or communications with any party with respect to return or destroy all confidential information heretofore furnished any Takeover Proposal. Notwithstanding the foregoing, prior to such Person by or on behalf the receipt of the Company or any Stockholder Approval and Minority Approval, the Company may, in response to a bona fide written Takeover Proposal that did not result from a breach of its Subsidiariesthis Section 5.08(a), as the case may be.and subject to compliance with Section 5.08(c):

No Solicitation. The Company Subject to Section 22 hereof, prior to the Termination Date, such Stockholder agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallnot to, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: , (i) initiate, solicit or initiate, knowingly encourage or knowingly facilitate, encourage facilitate any inquiries or induce, any inquiry requests for information with respect to, or the makingmaking of, submission any inquiry regarding, or announcement ofany proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, (ii) subject to Section 5.3(c)engage in, continue or otherwise participate in any negotiations or discussions or negotiations withconcerning, or furnish provide access to its properties, books and records or any nonpublic confidential information (x) or data to, any Person relating to any Person proposal, offer, inquiry or request for information that has made an constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) approve, endorse or recommend recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (iv) withdraw execute or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i))enter into, enter into any letter of intent or similar document or any contract intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or commitment contemplating other similar agreement for or otherwise relating to any Acquisition Proposal or transaction contemplated thereby(v) resolve or agree to do any of the foregoing. The Company Such Stockholder also agrees that immediately following the execution of this Agreement such Stockholder shall, and shall use commercially reasonable efforts to cause its Subsidiaries will immediately Representatives to, cease any and all existing activitiessolicitations, discussions or negotiations with any third parties Person (other than the Parties and their respective Representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal. Such Stockholder shall promptly (and in any event within one Business Day) notify, in writing, the Company of its receipt, in its capacity as a stockholder of Pubco and not in any other capacity, of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, (i) such Stockholder shall not be responsible for the actions of Pubco or its Board of Directors (or any committee thereof), any Subsidiary of Pubco, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Pubco Related Parties”), including with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company matters contemplated by this Section 6(a), (ii) such Stockholder makes no representations, warranties, covenants or agreements with respect to the actions of Pubco or any of the Pubco Related Parties, and (iii) any breach by Pubco of its Subsidiariesobligations under Sections 7.01 and 7.02 of the Merger Agreement shall not, as in and of itself, be considered a breach of this Section 6(a), (it being understood for the case may beavoidance of doubt that such Stockholder shall remain responsible for any breach by such Stockholder or his, her or its Representatives of this Section 6(a)).

No Solicitation. The Except as expressly permitted by this Section 5.02, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company agrees that neither it nor any of shall not, and shall cause its Subsidiaries nor any of the and its and their directors and officers and directors of it or its Subsidiaries shallnot to, and that it shall use all its reasonable best efforts to cause its and its Subsidiaries’ Employeesemployees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its Subsidiarieswith such directors and officers referred to above, “Representatives”) not to (and shall not authorize any of them to) , directly or indirectly: indirectly (i) solicit or initiatesolicit, seek, initiate or knowingly facilitate, facilitate or knowingly encourage or induce, (including by way of furnishing any inquiry with respect tonon-public information) any inquiries regarding, or the makingmaking of, or any submission or announcement ofof a proposal or offer that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal, (ii) subject to Section 5.3(c)engage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish any nonpublic information (x) to any other Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used in connection with or for purposes the purpose of making an encouraging or facilitating, any Company Acquisition Proposal (it being understood or any inquiry or proposal that this clause (z) shall not limit the Company’s ability could reasonably be expected to provide product, sales or marketing information lead to bona fide customers and strategic partners in the context of sales and marketing activities)a Company Acquisition Proposal, (iii) approve, endorse endorse, recommend, submit to stockholders or recommend declare advisable any Company Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract intent, term sheet, memorandum of understanding, acquisition agreement, merger agreement, option agreement or commitment contemplating or otherwise other similar agreement (other than a Company Acceptable Confidentiality Agreement) (an “Alternative Acquisition Agreement”) relating to any Company Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease (v) release or terminate or permit the release of any and all existing activitiesPerson from, discussions or negotiations with termination of, or waive or modify or permit the waiver or modification of any third parties conducted heretofore with respect provision of, or fail to enforce or cause not to be enforced, any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality confidentiality, standstill or similar agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of which the Company or any of its SubsidiariesSubsidiaries is a party except, as in the case of this clause (v) to the extent that the failure to so release, terminate, waive, modify or fail to enforce would be inconsistent with the fiduciary duties of the Company Board under Applicable Law. The Company shall, and shall cause its Subsidiaries and its and their directors and officers to, and shall use its reasonable best efforts to cause its and their respective Representatives (other than its and their directors and officers) to, immediately cease and cause to be terminated all discussions and negotiations with any Person (other than Parent) that may bebe ongoing with respect to any Company Acquisition Proposal.

No Solicitation. The (a) Subject to Section 5.2(b), until the earlier of the Effective Time and the date on which this Agreement is terminated pursuant to Section 7.1, the Company agrees that neither shall not, nor shall it nor authorize or permit any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them or their respective Representatives to) , directly or indirectlyindirectly through another Person, except as otherwise provided below: (i) solicit or solicit, initiate, or knowingly take any action outside the ordinary course of business to encourage, facilitate, encourage or induce, any inquiry with respect or that would reasonably be expected to lead to, or the making, submission or announcement of, any proposal or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal, ; (ii) subject to other than informing Persons of the provisions contained in this Section 5.3(c)5.2, enter into, continue or participate in any discussions or any negotiations with, or furnish regarding any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) otherwise take any action outside the ordinary course of business to encourage, facilitate, or induce any Person that has informed the Company (either directly effort or indirectly) that it is considering attempt to make or implement an Acquisition Proposal or Proposal; (ziii) under circumstances where it would be reasonably expected that the furnish any non-public information being provided regarding the Company to any Person in connection with or in response to or which would reasonably be used for purposes of making expected to lead to an Acquisition Proposal Proposal; (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iiiiv) approve, endorse or recommend an Acquisition Proposal or any letter of intent, memorandum of understanding or other Contract contemplating an Acquisition Proposal, (iv) withdraw Proposal or modify requiring the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) abandon or terminate its obligations under this Agreement; or (v) (except for resolve or agree to do any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated therebythe foregoing. The Company shall, and shall cause its Subsidiaries and its Subsidiaries will and their respective Representatives to, (x) immediately cease any and cause to be terminated all existing activities, discussions or negotiations with any third parties Person previously conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will , and (y) promptly request each Person that has entered into a the parties to any confidentiality or similar agreement with the Company in connection with its consideration of relating to an Acquisition Proposal to promptly return or destroy all any confidential information heretofore previously furnished to such Person or made available by the Company or on behalf its Representatives thereunder. Any action by a Subsidiary or Representative of the Company or any that would, if taken by the Company, be a violation of its Subsidiaries, as the case may berestrictions of this Section 5.2 shall be deemed a breach of this Section 5.2 by the Company.

No Solicitation. (a) Except as expressly permitted by this Section 6.3, from and after the date hereof until the Effective Time, or, if earlier, the termination of this Agreement in accordance with Article 8, the Company shall not, and shall cause its Affiliates and its and their respective Representatives not to, on behalf of the Company, directly or indirectly initiate, solicit, facilitate or knowingly encourage any Acquisition Proposal or the making or submission thereof or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal. The Company agrees that neither it nor shall, and shall cause its Affiliates to cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing activities, discussion or negotiations, if any, with any Third Party conducted prior to the date hereof with respect to any Acquisition Proposal and shall use its reasonable best efforts to cause any such Third Party (or its agents or advisors) in possession of non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company and its Affiliates to return or destroy (and confirm destruction of) all such information. Except as expressly permitted by this Section 6.3, from and after the date hereof until the Effective Time, or, if earlier, the termination of this Agreement in accordance with Article 8, neither the Company Board nor any of the officers and directors of it or its Subsidiaries shall, and that it committee thereof shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: (i) solicit adopt, approve or initiaterecommend, or knowingly facilitatepublicly propose to adopt, encourage approve or induce, any inquiry with respect to, or the making, submission or announcement ofrecommend, any Acquisition Proposal, (ii) subject to Section 5.3(c)withdraw, participate in any discussions change, qualify, withhold or negotiations withmodify, or furnish any nonpublic information (x) publicly propose to any Person that has made an Acquisition Proposal withdraw, change, qualify, withhold or (y) modify, in a manner adverse to any Person that has informed the Acquirors or Merger Sub, the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Board Recommendation, (iii) approve, endorse authorize, cause or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of permit the Company or any of its SubsidiariesSubsidiaries to enter into any merger agreement, as acquisition agreement, letter of intent, memorandum of understanding or other similar agreement relating to any Acquisition Proposal (a “Company Acquisition Agreement”), or (iv) resolve or agree to do any of the case may beforegoing (any action set forth in the foregoing clauses (i) through (iv) of this sentence, a “Change of Board Recommendation”).

No Solicitation. The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall6.10.1. Cheviot Financial shall not, and that it shall use all reasonable efforts to cause its the Cheviot Financial Subsidiaries and its Subsidiaries’ Employeesthe respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and other agents and representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its Subsidiariesthe “Cheviot Financial Representatives”) not to (and shall not authorize any of them to) , directly or indirectly: , (i) solicit or initiate, solicit, induce or knowingly facilitate, encourage or induce, any inquiry with respect toencourage, or take any action to facilitate the making, submission or announcement making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, ; (ii) subject to Section 5.3(c), participate in any discussions or negotiations withregarding any Acquisition Proposal or furnish, or furnish any nonpublic information (x) otherwise afford access, to any Person that has made (other than MainSource) any information or data with respect to Cheviot Financial or any of the Cheviot Financial Subsidiaries or otherwise relating to an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), Proposal; (iii) approverelease any Person from, endorse waive any provisions of, or recommend fail to enforce any Acquisition Proposal, confidentiality agreement or standstill agreement to which Cheviot Financial is a party; or (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any agreement, agreement in principle or letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating with respect to any Acquisition Proposal or transaction contemplated therebyapprove or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal. The Company Any violation of the foregoing restrictions by Cheviot Financial or any Cheviot Financial Representative, whether or not such Representative is so authorized and its whether or not such Cheviot Financial Representative is purporting to act on behalf of Cheviot Financial or otherwise, shall be deemed to be a breach of this Agreement by Cheviot Financial. Cheviot Financial and Cheviot Financial Subsidiaries will shall, and shall cause each of the Cheviot Financial Representatives to, immediately cease and cause to be terminated any and all existing activitiesdiscussions, discussions or negotiations negotiations, and communications with any third parties conducted heretofore Persons with respect to any existing or potential Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may be.

No Solicitation. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the its and their respective directors or officers and directors of it or its Subsidiaries shall, and that it the Company shall use all reasonable efforts to cause not authorize or permit any of its and its Subsidiaries’ Employeesemployees, agents and representatives (representatives, including any investment banker, attorney financial advisor, attorney, accountant or accountant retained by it other advisor, agent, representative, intermediary or any of its SubsidiariesAffiliate (collectively, “Representatives”) not to (and shall not authorize any of them to) , directly or indirectly: indirectly through another person, (i) solicit solicit, initiate or initiateknowingly encourage, or knowingly take any other action designed to result in or facilitate, encourage or induce, any inquiry with respect to, Takeover Proposal or the making, submission making or announcement of, any Acquisition Proposalconsummation thereof, (ii) subject to Section 5.3(c)enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information in connection with, or furnish otherwise cooperate in any nonpublic information (x) to way with, any Person that has made an Acquisition Takeover Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approvewaive, endorse terminate, modify or recommend fail to enforce any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for provision of any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent “standstill” or similar document or obligation of any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated therebyperson other than Parent. The Company shall, and shall cause its Subsidiaries and its Subsidiaries will and their directors and officers to, and shall cause its and their Representatives to, immediately cease any and cause to be terminated all existing activities, discussions or negotiations with any third parties person conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly Takeover Proposal and request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to prompt return or destroy destruction of all confidential information heretofore furnished previously furnished. Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, in response to a bona fide written Takeover Proposal that the Board of Directors of the Company reasonably determines (after consultation with, and taking into account the advice of, its outside legal advisors and a financial advisor of nationally recognized reputation) constitutes or would reasonably be expected to constitute a Superior Proposal, and which Takeover Proposal was not solicited after the date hereof in violation of the first and second sentences of this Section 6.04(a) and was made after the date hereof and did not otherwise result from a breach of the first and second sentences of this Section 6.04(a), the Company may, subject to compliance with this Section 6.04, (x) furnish information with respect to the Company and its Subsidiaries to the person making such Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement not less restrictive to such Person person than the provisions of the Confidentiality Agreement (it being understood that (x) the standstill provision contained in such confidentiality agreement shall not restrict, and notwithstanding anything herein to the contrary may be waived by the Company to the extent necessary to allow, such person from making any proposals, negotiations or actions in response to any proposals, negotiations or actions taken by or on behalf of Parent in connection with any exercise by Parent of its rights under this Section 6.04 and (y) the provisions set forth in paragraph 12 of the Confidentiality Agreement shall not be a part of any such confidentiality agreement entered into with any such person making such Takeover Proposal), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal, if and only to the extent that in connection with the foregoing clauses (x) and (y), the Board of Directors of the Company or any of concludes in good faith (after consultation with, and taking into account the advice of, its Subsidiaries, as outside legal advisors) that the case may befailure to take such action would be inconsistent with its fiduciary duties under applicable Law.

No Solicitation. The Company agrees that neither it nor any (a) From the date of its Subsidiaries nor any this Agreement and ending on the earlier of the officers Closing and directors the valid termination of it or its Subsidiaries shallthis Agreement in accordance with Section 9.01, the Company shall not, and that it shall use all reasonable efforts cause the Company Subsidiaries not to cause and shall direct its and their respective Representatives acting on its Subsidiaries’ Employeesor their behalf not to, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: , (i) solicit or enter into, solicit, initiate, or knowingly facilitate, knowingly encourage or induce, any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in continue any discussions or negotiations with, or furnish knowingly encourage any nonpublic inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any sale of any material portion of the assets of the Company and the Company Subsidiaries on a consolidated basis or any of the outstanding voting securities of the Company or of any Company Subsidiary or any arrangement, merger, amalgamation, share exchange, consolidation, liquidation, dissolution, business combination or similar transaction involving the Company or any of the Company Subsidiaries other than with NGA and its Representatives or in connection with the Pre-Closing Reorganization (xan “Alternative Transaction”), (ii) amend or grant any waiver or release under any standstill or similar agreement executed by the Company or any of the Company Subsidiaries with respect to any Person that has made an Acquisition Proposal or (y) to any Person that has informed class of equity securities of the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that any of the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Company Subsidiaries, (iii) approve, endorse or recommend recommend, or propose publicly to approve, endorse or recommend, any Acquisition ProposalAlternative Transaction, (iv) withdraw approve, endorse, recommend, execute or modify the Company Board Recommendation enter into any agreement in a manner adverse principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to Parent (except any Alternative Transaction or any proposal or offer that could reasonably be expected to the extent specifically permitted pursuant lead to Section 5.3(d)) or an Alternative Transaction, (v) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, or (except for vi) resolve or agree to do any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating the foregoing or otherwise relating authorize or permit any of its Representatives acting on its behalf to take any Acquisition Proposal or transaction contemplated therebysuch action. The Company shall, and shall cause the Company Subsidiaries to and shall direct its Subsidiaries will and their respective Representatives to, immediately cease any and all existing activities, discussions or negotiations with any third parties person conducted heretofore with respect to any Acquisition ProposalAlternative Transaction. The Company agrees parties agree that it will promptly request each Person that has entered into a confidentiality agreement with any violation of the Company restrictions set forth in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person this Section 7.01 by or on behalf of the Company or any its respective affiliates or Representatives shall be deemed to be a breach of its Subsidiaries, as this Section 7.01 by the case may beCompany.

No Solicitation. The Company agrees that neither it nor any From the date of its Subsidiaries nor any of this Agreement and until the officers and directors of it or its Subsidiaries shallExpiration Time, each Holder shall not, and that it shall use all reasonable efforts to cause direct its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) Representatives not to (and shall not authorize any of them to) directly or indirectly: (ia) solicit continue any solicitation, knowing encouragement, discussions or initiatenegotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (b) solicit, initiate or knowingly facilitate, facilitate or knowingly encourage or induce, any inquiry with respect toinquiries regarding, or the makingmaking of any proposal or offer that constitutes, submission or announcement ofwould reasonably be expected to lead to, any an Acquisition Proposal; (c) engage in, (ii) subject to Section 5.3(c), continue or otherwise participate in any discussions or negotiations withregarding, or furnish any nonpublic information (x) to any Person that has made (other than Parent, Purchaser or any of their respective designees) any non-public information in connection with or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or (y) any proposal or offer that would reasonably be expected to any Person that has informed the Company (either directly or indirectly) that it is considering lead to an Acquisition Proposal Proposal; or (zd) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability enter into or agree to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent intent, acquisition agreement, agreement in principle or similar document or any contract agreement or commitment contemplating or otherwise relating with respect to any an Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions proposal or negotiations with any third parties conducted heretofore with respect offer that would reasonably be expected to any lead to an Acquisition Proposal. The Company agrees Without limiting the foregoing, the parties hereby acknowledge and agree that it will promptly request each Person that has entered into a confidentiality agreement with breach in any material respect of the Company restrictions in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished this Section 6 applicable to such Person Holder by or on behalf any of such Holder’s Representatives, to the Company extent acting at such Holder’s direction, shall be deemed to be a breach of this Section 6 by such Holder. Nothing in this Agreement shall prohibit any Holder or any of its Subsidiaries, as Representatives from taking any action that the case may beCompany or its Representatives are permitted to take under Section 5.3 of the Merger Agreement.

No Solicitation. The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shalltheir respective officers, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employeesdirectors, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) ), and any party to a Stockholder Agreement shall, and that the Company shall use reasonable efforts to cause its and its Subsidiaries' other employees and affiliates not to (and shall not authorize any of them to) directly or indirectly: (i) solicit or solicit, initiate, encourage, knowingly facilitate or knowingly facilitate, encourage or induce, induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition ProposalProposal (as defined in Section 5.3(f)) with respect to itself, (ii) subject to Section 5.3(c), participate or engage in any discussions or negotiations withregarding, or furnish to any Person any nonpublic information (x) with respect to, or take any other action to facilitate any Person inquiries or the making of any proposal that has made an constitutes or may reasonably be expected to lead to, any Acquisition Proposal or (y) with respect to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)itself, (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse Proposal with respect to Parent itself (except to the extent specifically permitted pursuant to Section 5.3(d)) ), or (viv) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement Contract or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated therebythereby with respect to itself. The Company and its Subsidiaries and any of their respective officers, directors, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries), and any party to a Stockholder Agreement will immediately cease cease, and the Company shall use reasonable efforts to cause its and its Subsidiaries' other employees and affiliates to cease, any and all existing activities, discussions or negotiations with any third parties (other than Parent, Merger Sub and their representatives) conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement Proposal with the Company in connection with its consideration of an Acquisition Proposal respect to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may beitself.

No Solicitation. The (a) During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees that neither it nor will not, and the Company will not authorize or permit any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallRepresentatives to, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: , (i) solicit or solicit, initiate, or seek, entertain, knowingly encourage, facilitate, encourage support or induce, any inquiry with respect to, or induce the making, submission or announcement ofof any inquiry, any expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) subject to Section 5.3(c)enter into, participate in in, maintain or continue any discussions communications (except solely to provide written notice as to the existence of these provisions) or negotiations withregarding, or furnish any nonpublic information (x) deliver or make available to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be used for purposes of making expected to lead to, an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment other Contract contemplating or otherwise relating to, or that could reasonably be expected to lead to, any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any Company Securityholders or (vi) enter into any other transaction contemplated therebyor series of transactions not in the ordinary course of business consistent with past practice, the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Merger or the other Transactions. The Company will, and will cause its Subsidiaries will Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons conducted heretofore prior to or on the Agreement Date with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Proposal and (B) immediately revoke or withdraw access of any Person that has entered into a confidentiality agreement (other than Acquirer and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with its consideration of an Acquisition Proposal to and request from each Person (other than Acquirer and its Representatives) the prompt return or destroy destruction of all confidential non-public information heretofore furnished with respect to the Company previously provided to such Person by or on behalf in connection with an Acquisition Proposal. If any of the Company’s Representatives, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.2 not to authorize or any permit such Representative to take, then the Company shall be deemed for all purposes of its Subsidiaries, as the case may bethis Agreement to have breached this Section 5.2.

No Solicitation. The Company agrees that neither it nor any of (a) HNC shall not, and shall cause its Subsidiaries nor any of and the officers respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and directors of it or its Subsidiaries shallother agents (collectively, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesthe “Representatives”) not to (and shall not authorize any of them to) , directly or indirectly: , (i) solicit or initiate, solicit, induce or knowingly facilitate, encourage or induce, any inquiry with respect toencourage, or take any action to facilitate the making, submission or announcement making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, ; (ii) subject to Section 5.3(c), participate in any discussions or negotiations withregarding any Acquisition Proposal or furnish, or furnish any nonpublic information (x) otherwise afford access, to any Person that has made (other than FNFG) any information or data with respect to HNC or any of its Subsidiaries or otherwise relating to an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), Proposal; (iii) approverelease any Person from, endorse waive any provisions of, or recommend fail to enforce any Acquisition Proposal, confidentiality agreement or standstill agreement to which HNC is a party; or (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any agreement, agreement in principle or letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating with respect to any Acquisition Proposal or transaction contemplated therebyapprove or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal. The Company Any violation of the foregoing restrictions by HNC or any Representative, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of HNC or otherwise, shall be deemed to be a breach of this Agreement by HNC. HNC and its Subsidiaries will shall, and shall cause each of HNC Representatives to, immediately cease and cause to be terminated any and all existing activitiesdiscussions, discussions or negotiations negotiations, and communications with any third parties conducted heretofore Persons with respect to any existing or potential Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may be.

No Solicitation. The (a) Each of Parent and the Company agrees that neither it nor any of its Subsidiaries nor any of the officers shall and directors of it or its Subsidiaries shall, and that it shall use all its reasonable best efforts to cause its Affiliates and each of their respective officers, directors, employees, financial advisors, attorneys and other advisors, representatives and agents to immediately cease any discussions or negotiations with third parties with respect to any Takeover Proposal (as defined below). Each of Parent and the Company shall not, nor shall it authorize or permit any of its Subsidiaries’ EmployeesAffiliates to, agents and representatives (including nor shall it authorize or permit any investment bankerofficer, director or employee of or any financial advisor, attorney or accountant retained by other advisor, representative or agent of it or any of its Subsidiaries) not Affiliates, to (and shall not authorize any of them toi) directly or indirectly: indirectly solicit, facilitate, initiate or encourage the making or submission of, any Takeover Proposal (iincluding without limitation, with respect to the Company, the taking of any action which would make Section 912 of the BCL inapplicable to a Takeover Proposal), (ii) solicit enter into any agreement, arrangement or initiateunderstanding with respect to any Takeover Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any discussions or negotiations regarding, or knowingly facilitate, encourage furnish or induce, disclose to any inquiry Person (other than a party to this Agreement) any information with respect to, or take any other action to facilitate or in furtherance of any inquiries or the makingmaking of any proposal that constitutes, submission or announcement ofcould reasonably be expected to lead to, any Acquisition ProposalTakeover Proposal or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of such party's equity securities; provided, (iithat prior to the Effective Time, in response to an unsolicited Takeover Proposal that did not result from the breach of this Section 6.7 and following delivery to the other party of notice of the Takeover Proposal in compliance with its obligations under Section 6.7(d) subject to Section 5.3(c)hereof, such party may participate in any discussions or negotiations with, with or furnish any nonpublic information (x) pursuant to a confidentiality agreement with customary terms to any Person third party which makes a bona fide written Takeover Proposal if (A) a majority of its Board of Directors reasonably determines in good faith (after consultation with an independent, nationally recognized investment bank) that has made an Acquisition taking such action could be reasonably likely to lead to the delivery to it of a Superior Proposal or and (yB) to any Person that has informed a majority of its Board of Directors determines in good faith (after receiving the Company (either directly or indirectlyadvice of outside legal counsel) that it is considering an Acquisition Proposal or (znecessary to take such actions(s) in order to comply with its fiduciary duties under circumstances where it would be reasonably expected that applicable law. Without limiting the non-public information being provided would be used for purposes foregoing, each of making an Acquisition Proposal (it being understood that this clause (z) shall not limit Parent and the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with any violation of the Company restrictions set forth in this Section 6.7(a) by any of such party's, or any of its Subsidiaries', officers, employees, Affiliates or directors or any advisor, representative, consultant or agent retained by such party or any of its Subsidiaries or any of their Affiliates in connection with its consideration of an Acquisition Proposal to return the transactions contemplated hereby, whether or destroy all confidential information heretofore furnished to not such Person by or is purporting to act on behalf of the Company such party or any of its Subsidiaries, as the case may beshall constitute a breach of this Section 6.7(a) by such party.

No Solicitation. The (a) Subject to Section 5.2(c), at all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, neither the Company agrees that neither it nor any of its Subsidiaries shall, nor shall they authorize or permit any of the officers and directors of it or its Subsidiaries shalltheir Representatives to, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: indirectly (i) solicit or solicit, initiate, knowingly encourage, or knowingly facilitate, encourage facilitate or induceassist, any inquiry with respect toinquiry, proposal or offer, or the making, submission or announcement ofof any inquiry, any proposal or offer, that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal (other than Parent, Merger Sub or (yany designees or Representatives of Parent or Merger Sub) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability relating to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse or any of its Subsidiaries, or afford to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent (except or Merger Sub) access to the extent specifically permitted pursuant to Section 5.3(d)) business, properties, assets, books, records or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i))other non-public information, enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activitiespersonnel, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, in any such case in connection with, in response to or with the intent to encourage, facilitate or assist the making, submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (iii) participate or engage in any discussions or negotiations with any Person with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iv) adopt, approve or enter into any merger agreement, purchase agreement, letter of intent, memorandum of understanding or similar agreement or Contract with respect to an Acquisition Transaction or (v) resolve or agree to do any of the foregoing. Subject to Section 5.2(c), during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries shall, and shall cause its and their Representatives to, immediately cease all existing discussions or negotiations with any Person (other than Parent, Merger Sub and their Representatives) conducted prior to the date of this Agreement with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Acquisition Proposal. Promptly after and within one (1) day of the date of this Agreement, the Company will terminate access by any Person (other than Parent, Merger Sub and their Representatives) to any physical or electronic dataroom relating to a potential Acquisition Proposal (or prior discussions in respect of a potential Acquisition Proposal) and request that each Person (other than Parent, Merger Sub and their Representatives) that has executed a confidentiality agreement (other than the Confidentiality Agreement) that is in effect as of the case may bedate hereof relating to a potential Acquisition Proposal (or prior discussions in respect of a potential Acquisition Proposal) promptly return to the Company or destroy all non-public documents and materials containing non-public information of the Company that has been furnished by the Company or any of its Representatives to such Person pursuant to the terms of such confidentiality agreement.

No Solicitation. The (a) During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Closing, neither the Company agrees that nor any Company Shareholder will, and neither it the Company nor any Company Shareholder will authorize or permit any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallRepresentatives to, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: , (i) solicit or solicit, initiate, or seek, entertain, knowingly encourage, facilitate, encourage support or induce, any inquiry with respect to, or induce the making, submission or announcement ofof any inquiry, any expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) subject to Section 5.3(c)enter into, participate in in, maintain or continue any discussions communications (except solely to provide written notice as to the existence of these provisions) or negotiations withregarding, or furnish any nonpublic information (x) deliver or make available to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be used for purposes of making expected to lead to, an Acquisition Proposal (it being understood that this clause (z) shall not limit Proposal, except for the Company’s ability purpose of complying with Applicable Law relating to provide product, sales or marketing the information to bona fide customers and strategic partners in the context consultation of sales and marketing activities)Company employees, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any Company Securityholders or (vi) enter into any other transaction contemplated therebyor series of transactions not in the ordinary course of business consistent with past practice, the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Share Purchase or the other Transactions. The Company and its Subsidiaries the Company Shareholders will, and will cause their Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons conducted heretofore prior to or on the Agreement Date with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Proposal and (B) immediately revoke or withdraw access of any Person that has entered into a confidentiality agreement (other than Acquirer and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with its consideration of an Acquisition Proposal to and request from each Person (other than Acquirer and its Representatives) the prompt return or destroy destruction of all confidential non-public information heretofore furnished with respect to the Company previously provided to such Person by in connection with an Acquisition Proposal. If any of the Company’s or on behalf of any Company Shareholder’s Representatives, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company or any of its SubsidiariesCompany Shareholder is obligated pursuant to this Section 6.1 not to authorize or permit such Representative to take, then the Company or the Company Shareholder, as the case may beapplicable, shall be deemed for all purposes of this Agreement to have breached this Section 6.1.

No Solicitation. The (a) Subject to Section 5.3(b)-(f), the Company agrees that neither it nor any of its Subsidiaries nor any Subsidiary of the officers and directors of it or its Subsidiaries Company shall, and that it shall use all reasonable efforts to cause direct its and its Subsidiaries’ Employeestheir respective officers, directors, employees, agents and representatives (representatives, including any investment banker, attorney or accountant retained by it or any of its SubsidiariesSubsidiaries (“Representatives”) not to (and shall not authorize any of them to) , directly or indirectly: , (i) solicit or initiate, solicit, knowingly encourage (including by providing information) or knowingly facilitatefacilitate any inquiries, encourage proposals or induce, any inquiry offers with respect to, or the making, submission making or announcement completion of, any Acquisition an Alternative Proposal, (ii) subject to Section 5.3(c), engage or participate in any discussions or negotiations withconcerning, or furnish provide or cause to be provided any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes or data relating to the Company or any of making its Subsidiaries in connection with, or have any discussions with any person relating to, an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability actual or proposed Alternative Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to provide product, sales make or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)implement an Alternative Proposal, (iii) approve, endorse or recommend recommend, or propose publicly to approve, endorse or recommend, any Acquisition Alternative Proposal, (iv) withdraw approve, endorse or modify the Company Board Recommendation recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in a manner adverse principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or any Alternative Proposal, (v) amend, terminate, waive or fail to enforce, or grant any consent under, any confidentiality, standstill or similar agreement of the Company with respect to an Alternative Proposal (except that references in the definition thereof to “20%” shall be deemed to be references to “50%” for any confidentiality agreement entered into pursuant to Section 5.3(c)(ipurposes of this clause (v)), enter into or (vi) resolve to propose or agree to do any letter of intent or similar document or the foregoing. Without limiting the foregoing, it is understood that any contract agreement or commitment contemplating or otherwise relating to action of any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf Subsidiary of the Company or any Representative of its Subsidiaries, as the case may beCompany that would be a violation if taken by the Company shall be deemed to be a breach of this Section 5.3 by the Company.

No Solicitation. The Company agrees that neither (a) Target shall not, nor shall it nor permit any of its Subsidiaries to, nor shall it authorize or permit any of the officers and directors of it affiliate, agent, partner, officer, director or its Subsidiaries shallemployee of, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including or any investment banker, attorney or accountant retained by it other advisor or representative of, Target or any of its Subsidiaries) not to (and shall not authorize any of them Subsidiaries to) , directly or indirectly: , (i) solicit or initiate, or knowingly facilitate, encourage or induce, any inquiry with respect to, inquiries regarding or the making, submission or announcement of, any Acquisition ProposalTakeover Proposal (including, without limitation, any proposal or offer to Target's stockholders) or (ii) subject to Section 5.3(c), participate in any discussions or negotiations withregarding, or furnish any nonpublic information (x) to any Person any information with respect to, or take any other action to facilitate the making of any proposal that has made constitutes, or may reasonably be expected to lead to, any such Takeover Proposal; PROVIDED, if in the opinion of the Board of Directors, after consultation with outside legal counsel, such failure to act would be inconsistent with its fiduciary duties to Target's stockholders under applicable law, Target may, in response to an Acquisition Proposal or unsolicited Takeover Proposal, and subject to compliance with Section 6.03(c), (yA) furnish information with respect to Target to any Person pursuant to an executed, customary confidentiality and "standstill" agreement and (B) participate in negotiations regarding such Takeover Proposal. Without limiting the foregoing, it is understood that has informed any violation of the Company restrictions set forth in the preceding sentence by any director or officer of Target or any of its Subsidiaries (either directly each a "COVERED PERSON"), whether or indirectlynot such Person is purporting to act on behalf of Target or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Section 6.03(a) by Target; PROVIDED that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (zSection 6.03(a) shall not limit the Company’s ability be deemed to provide producthave violated if in response to an unsolicited inquiry, sales a Covered Person states solely that he or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except she is subject to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter terms of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated therebythis Agreement. The Company and its Subsidiaries will All Covered Persons shall immediately cease and cause to be terminated any and all existing activities, discussions or and negotiations with any third parties conducted heretofore with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may beforegoing.

No Solicitation. (a) The Company agrees that neither shall not, nor shall it nor permit or authorize any of its Subsidiaries nor or any officer, director, employee, accountant, counsel, financial advisor, agent or other representative of the officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it Company or any of its SubsidiariesSubsidiaries (collectively, the “Company Representatives”) not to (and shall not authorize any of them to) , directly or indirectly: , (i) solicit or solicit, initiate, or knowingly facilitate, encourage respond to or induceencourage, including by way of furnishing non-public information, any inquiry with respect inquiries regarding or relating to, or the making, submission or announcement of, any Acquisition Takeover Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations withnegotiations, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal any information or (y) data relating to the Company or its Subsidiaries, provide access to any Person that has informed of the properties, books, records or employees of the Company (either directly or indirectly) its Subsidiaries or take any other action, in each such case regarding or to facilitate the making of any proposal that it is considering an Acquisition Proposal constitutes, or (z) under circumstances where it would may reasonably be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide productlead to, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)any Takeover Proposal, (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar document or any contract agreement or commitment contemplating with respect to any Takeover Proposal (an “Alternative Acquisition Agreement”) or agree to, approve, endorse or resolve to recommend or approve any Takeover Proposal, except in each case as otherwise specifically provided in Section 7.2(c), (iv) grant any waiver or release under any standstill or similar agreement by any Person who has made a Takeover Proposal, or (v) take any action (A) to render the Rights issued pursuant to the terms of the Company Rights Agreement inapplicable to a Takeover Proposal or the transactions contemplated thereby, exempt or exclude any Person from the definition of an Acquiring Person (as defined in the Company Rights Agreement) under the terms of the Company Rights Agreement or, other than as contemplated by this Agreement in connection with the Merger, allow the Rights to expire prior to their expiration date or (B) to exempt any Person from the restrictions on “business combinations” contained in Section 203 of Delaware Law or otherwise relating cause such restrictions not to apply; provided, however, that nothing contained in this Section 7.2(a) or any other provision hereof shall prohibit the Company or the Company Board from (A) taking and disclosing to the Company’s stockholders a position required by Rules 14d-9 and 14e-2 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (B) making such disclosure to the Company’s stockholders as, in the good faith judgment of the Company Board, after consultation with its outside counsel, is required under applicable Law, including in order to comply with its fiduciary duties or (C) notifying any Person solely of the existence of and restrictions under the provisions of this Section 7.2, provided that the Company may not, except as permitted by Section 7.2(b) or (c), withdraw or modify, or propose to the public or any Third Party (other than the Company’s agents and representatives) to withdraw or modify, its approval or recommendation of this Agreement or the transactions contemplated hereby, including the Merger, or approve or recommend, or propose to the public or any Third Party (other than the Company’s agents and representatives) to approve or recommend any Takeover Proposal, or enter into any Alternative Acquisition Proposal or transaction contemplated therebyAgreement. The Upon execution of this Agreement, the Company shall, and it shall cause the Company Representatives and its Subsidiaries will to, immediately cease and cause to be terminated any and all existing activities, discussions discussions, solicitations or negotiations with any third parties conducted heretofore with respect to any Acquisition Takeover Proposal. The Notwithstanding any of the foregoing restrictions appearing in this Section 7.2(a), nothing in this Agreement shall prevent the Company agrees that it will promptly request each or the Company Board from furnishing (or causing to be furnished), prior to, but not after, the time the vote is taken with respect to the approval of the Company Voting Proposal at the Company Meeting, information concerning its business, properties or assets, or other information with respect to the Company or its Subsidiaries, which information is not of greater scope, area or detail than was provided to Parent, to any Person that has entered into or group pursuant to a confidentiality agreement with terms and conditions substantially similar to those of the Company Confidentiality Agreement, and may negotiate and participate in connection discussions and negotiations with such Person or group who has made a bona fide, written Takeover Proposal, but only if: (w) such Takeover Proposal was made after the date of this Agreement (it being understood that such a Takeover Proposal made after the date of this Agreement by a Person who has made a Takeover Proposal prior to the date of this Agreement shall be considered a new Takeover Proposal made after the date of this Agreement) and none of the Company, its consideration Subsidiaries and their representatives has solicited, initiated, or knowingly facilitated or encouraged any Takeover Proposal, or otherwise directly or indirectly violated this Section 7.2 (other than immaterial breaches that have not (1) directly or indirectly resulted in the making of such Takeover Proposal or (2) otherwise had an Acquisition Proposal to return or destroy all confidential information heretofore furnished adverse impact on Parent’s rights under this Section 7.2) with respect to such Person by making such Takeover Proposal or on behalf its Affiliates; (x) such Person or group has submitted a Takeover Proposal that the Company Board has determined (after consulting with outside legal counsel) either (i) constitutes a Superior Proposal (as defined below) or (ii) is more favorable to the Company’s stockholders from a financial point of view than the Merger and is reasonably likely to lead to a Superior Proposal; and (y) the Company Board determines in good faith, after consultation with outside counsel, that such action is required to discharge the Company Board’s fiduciary duties to the Company’s stockholders under applicable Law. The Company shall not release or permit the release of any Person from, or waive or permit the waiver of any provision of, any confidentiality, standstill or similar agreement to which the Company is a party or under which the Company has any rights. The Company will promptly (and in any event within one (1) Business Day) notify Parent telephonically and in writing of the existence of any proposal, discussion, negotiation or inquiry received by the Company that is or could reasonably be expected to constitute a Takeover Proposal, and the Company will promptly communicate in writing to Parent the terms and conditions of any such proposal, discussion, negotiation or inquiry which it may receive and a copy thereof and the identity of its Subsidiariesthe Person making the same. The Company shall inform Parent within 24 hours of any change to the material terms of any such Takeover Proposal. Within 24 hours upon any determination by the Company Board that a Takeover Proposal constitutes a Superior Proposal, as the case may be.Company shall deliver to Parent a written notice advising it of such determination, specifying the terms and conditions of such Superior Proposal and the identity of the Person making such Superior Proposal, and providing Parent with a copy of the Superior Proposal. 50

No Solicitation. The (a) During the Pre-Closing Period, the Company agrees that neither it nor will not, and the Company will not authorize or permit any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallRepresentatives to, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: , (i) solicit or solicit, initiate, or seek, entertain, knowingly encourage, facilitate, encourage support or induce, any inquiry with respect to, or induce the making, submission or announcement ofof any inquiry, any expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) subject to Section 5.3(c)enter into, participate in in, maintain or continue any discussions communications (except solely to provide written notice as to the existence of these provisions) or negotiations withregarding, or furnish any nonpublic information (x) deliver or make available to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be used for purposes of making expected to lead to, an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any Company Stockholders or (vi) enter into any other transaction contemplated therebyor series of transactions not in the ordinary course of business consistent with past practice, the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Merger or the Transactions. The Company will, and will cause its Subsidiaries will Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons conducted heretofore prior to or on the Agreement Date with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Proposal and (B) immediately revoke or withdraw access of any Person that has entered into a confidentiality agreement (other than Acquirer and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf Proposal. If any of the Company’s Representatives, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 4.11 not to authorize or any permit such Representative to take, then the Company shall be deemed for all purposes of its Subsidiaries, as the case may bethis Agreement to have breached this Section 4.11.

No Solicitation. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, shall cause the Company Subsidiaries to and that it shall use all reasonable best efforts to cause its and its Subsidiaries’ EmployeesRepresentatives to, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: immediately cease (i) solicit any communications, discussions or initiate, or knowingly facilitate, encourage or induce, negotiations with any inquiry Person that may be ongoing with respect to, or the making, submission or announcement of, any to a Company Acquisition Proposal, (ii) furnishing to any Person (other than the Investors, Porsche, their respective Representatives and the Company’s Representatives) any information with respect to a Company Acquisition Proposal and (iii) cooperating with, assisting in, participating in, facilitating or encouraging a Company Acquisition Proposal and, if applicable, shall request to have returned to the Company or destroyed any confidential information that has been provided to any Person during any such communications, discussions or negotiations occurring in the six (6) months prior to the date hereof. From and after the date hereof until the earlier to occur of the Parent Merger Effective Time or the date of termination of this Agreement in accordance with ARTICLE 10, the Company shall not, nor shall it permit any of the Company Subsidiaries or authorize or permit any of its Representatives to (and shall use reasonable best efforts to cause such Persons not to), directly or indirectly, (A) solicit, initiate or encourage (including by way of furnishing information) or facilitate any inquiry or the making or submission of any inquiry, proposal, indication of interest or offer which constitutes, or would reasonably be expected to lead to, a Company Acquisition Proposal, (B) subject to Section 5.3(c7.02(b), approve, recommend or publicly propose to approve or recommend, a Company Acquisition Proposal, (C) subject to Section 7.02(b) approve, recommend, publicly propose to approve or recommend or execute or enter into any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding, in each case relating to a Company Acquisition Proposal (other than an Acceptable Company Confidentiality Agreement) or a Company Superior Proposal (each an “Alternative Company Acquisition Agreement”), (D) enter into, continue or otherwise participate in any discussions or negotiations withregarding any Company Acquisition Proposal, or furnish (E) agree or commit, and the Company Board shall not resolve, to do any nonpublic information (x) of the foregoing; provided, however, if, prior to any Person that has made an the receipt of the Stockholder Approval, following the receipt of a bona fide written Company Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that Board determines in good faith, based on the non-public information being provided would be used for purposes advice of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability outside financial advisors and outside legal counsel, is or could reasonably be expected to provide productlead to a Company Superior Proposal and that was not solicited in violation of this Section 7.02(a) and was made after the date hereof, sales or marketing information the Company may, in response to bona fide customers such Company Acquisition Proposal and strategic partners in to the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify extent that the Company Board Recommendation determines that the failure to take any such action would result in a manner adverse violation of the fiduciary duties of the Company Board under applicable Law, and subject to Parent (except compliance with Section 7.02(b), furnish information with respect to the extent specifically permitted pursuant Company to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any the Person making such Company Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, engage in discussions or negotiations with any third parties conducted heretofore with respect to any such Person regarding such Company Acquisition Proposal. The ; provided, that (1) prior thereto the Company agrees that it will promptly request each Person that has entered informs the Investors in writing of any such action, (2) prior to furnishing, or causing to be furnished, any such nonpublic information relating to the Company to such Person, the Company enters into a confidentiality agreement with the Person making such Company in connection Acquisition Proposal (an “Acceptable Company Confidentiality Agreement”) that (x) does not contain any provision that would prevent the Company from complying with its consideration obligation to provide any disclosure to the Investors or Porsche required pursuant to this Section 7.02 and (y) contains provisions that in the aggregate are no less restrictive on such Person than those contained in the Confidentiality Agreement as in effect immediately prior to the execution of an this Agreement (provided that such agreement does not need to contain any provision prohibiting (including any direct or indirect “standstill” or similar provisions that prohibit) the making of any Company Acquisition Proposal Proposal), and (3) promptly (but in any event within 24 hours) following furnishing any nonpublic information to return or destroy all confidential such Person, the Company furnishes such nonpublic information heretofore to the Investors (to the extent such nonpublic information has not been previously so furnished to such Person by the Investors or on behalf of the Company or any of its Subsidiaries, as the case may betheir Representatives).

No Solicitation. The (a) From and after the date hereof until the Effective Time or the termination of this Agreement in accordance with Section 8.1, neither the Company agrees that neither it nor any of its Subsidiaries nor subsidiaries will directly or indirectly initiate, solicit or encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate, any inquiries or the making or submission of any Acquisition Proposal (as defined herein) or enter into or maintain or continue discussions or negotiate with any person or group in furtherance of such inquiries or to obtain or induce any person or group to make or submit an Acquisition Proposal or agree to or endorse any Acquisition Proposal or assist or participate in, facilitate or encourage, any effort or attempt by any other person or group to do or seek any of the officers and foregoing or authorize or permit any of its officers, directors or employees or any of it its subsidiaries or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including affiliates or any investment banker, attorney financial advisor, attorney, accountant or accountant other representative or agent retained by it or any of its Subsidiaries) not subsidiaries to (and take any such action; provided, however, that nothing contained in this Agreement shall not authorize any of them to) directly or indirectly: (i) solicit or initiate, or knowingly facilitate, encourage or induce, any inquiry with respect to, prohibit the Company or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed Board of Directors of the Company (either directly from, prior to the earlier to occur of acceptance for payment of shares of Company Common Stock pursuant to the Offer or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that adoption of this Agreement by the non-public information being provided would be used for purposes requisite vote of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the shareholders of the Company’s ability to provide product, sales or marketing furnishing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered entering into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect person or entity that makes an unsolicited (i.e. not solicited after the date of this Agreement) written, bona fide Acquisition Proposal that the Board of Directors of the Company determines reasonably and in good faith constitutes or presents a reasonable likelihood of resulting in a Superior Proposal (as defined herein), if, and only to the extent that prior to taking such action (other than the negotiation of the confidentiality agreement referred to in the following clause (y) prior to the disclosure of any Acquisition Proposal. The Company agrees information) the Company (x) 40 delivers to Parent and Purchaser the notice required pursuant to Section 6.1(c) stating that it will promptly request each Person that has entered into a is taking such action and (y) receives from such person or group an executed confidentiality agreement with that is not, in any material respect, less restrictive as to such person or entity than the Confidentiality Agreement and which, in any event, contains customary confidentiality and standstill restrictions and shall not contain any exclusivity provisions which would prohibit the Company in connection from complying with its consideration obligations under this Section 6.1 or otherwise under this Agreement. Without limiting the foregoing, it is understood that any violation of an Acquisition Proposal the restrictions set forth in this Section 6.1 by any officer, director, employee or affiliate of the Company or any of its subsidiaries or any investment banker, attorney, accountant or other advisor, agent or representative of the Company or any of its subsidiaries, whether or not such person is purporting to return or destroy all confidential information heretofore furnished to such Person by or act on behalf of the Company or any of its Subsidiariessubsidiaries or otherwise, as shall be deemed to be a breach of this Section 6.1 by the case may beCompany.

No Solicitation. The (a) During the Interim Period, neither the Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries Company Subsidiary shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize nor will any of them authorize or permit any of their respective Representatives to) , directly or indirectly: , (i) solicit or solicit, initiate, or knowingly seek, entertain, encourage, facilitate, encourage support or induce, any inquiry with respect to, or induce the making, submission or announcement ofof any inquiry, any expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) subject to Section 5.3(c)enter into, participate in in, maintain or continue any discussions communications (except solely to provide written notice as to the existence of these provisions) or negotiations withregarding, or furnish any nonpublic information (x) deliver or make available to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be used for purposes of making expected to lead to, an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment other Contract contemplating or otherwise relating to, or that could reasonably be expected to lead to, any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any Company Stockholders or (vi) enter into any other transaction contemplated therebyor series of transactions not in the ordinary course of business and consistent with past practice, the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Transactions. The Company shall, and shall cause its Subsidiaries will Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons conducted heretofore prior to or on the Agreement Date with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Proposal and (B) immediately revoke or withdraw access of any Person that has entered into a confidentiality agreement (other than Acquirer and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with its consideration of an Acquisition Proposal to and request from each Person (other than Acquirer and its Representatives) the prompt return or destroy destruction of all confidential non-public information heretofore furnished with respect to the Company previously provided to such Person by or on behalf in connection with an Acquisition Proposal. If any Representative of the Company or any Company Subsidiary (whether in his, her or its capacity as such or in any other capacity) takes any action that the Company is obligated pursuant to this Section 5.1(a) not to authorize or permit such Person to take, or to otherwise restrict, then the Company shall be deemed for all purposes of its Subsidiaries, as the case may bethis Agreement to have breached this Section 5.1.

No Solicitation. (a) From the date of this Agreement until the earlier of the time the Company Stockholder Approval is obtained or the termination of this Agreement, the Company shall immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, with any Persons with respect to any Acquisition Proposal and shall request that any such Person (and its agents and advisors) in possession of confidential information about the Company and the Company Subsidiaries that was furnished by or on behalf of the Company to return or destroy all such information. The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Company Subsidiaries shall, and that it shall use all reasonable efforts to cause its direct the Company’s and its the Company Subsidiaries’ Employeesrespective officers, directors, employees, agents and representatives (representatives, including any investment banker, consultant, attorney or accountant retained by it the Company or any of its SubsidiariesCompany Subsidiary (collectively, "Representatives") not to (and shall not authorize any of them to) , directly or indirectly: indirectly (i) initiate, solicit or initiateknowingly encourage (including by way of furnishing information or assistance), or knowingly facilitate, encourage or induce, or take any inquiry with respect to, action that is designed to or could reasonably be expected to facilitate the making, submission or announcement making of, any inquiry, offer or proposal which constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) subject to Section 5.3(c)enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes relating to the Company or any of making the Company Subsidiaries to, or otherwise cooperate in any way with any Person (other than Parent or any of its affiliates or representatives) that is seeking to make, or has made, an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) fail to make, or withdraw or modify in any manner adverse to Parent, the Company Board Recommendation, or recommend, adopt or approve, endorse or recommend publicly propose to recommend, adopt or approve, any Acquisition ProposalProposal (any of the foregoing in this clause (iii), an "Adverse Recommendation Change"), (iv) withdraw or modify the Company Board Recommendation in a manner adverse except as required by applicable Law, grant (other than to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)or any of its affiliates or representatives) any waiver or release under any standstill or similar agreement, or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract understanding or agreement or commitment contemplating or otherwise relating to, or that is intended to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activitiescould reasonably be expected to lead to, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will shall promptly request each Person that has entered into a confidentiality agreement with (and in any event within twenty-four hours) notify Parent if (1) any proposals are received by the Company in connection with its consideration of an Acquisition Proposal or (2) any information is requested from, or any negotiations or discussions are sought to return be initiated or destroy all confidential information heretofore furnished to such Person by or on behalf of continued with, the Company or any Representative which could reasonably be expected to result in an Acquisition Proposal, which notice shall identify the name of its Subsidiariesthe Person making such proposal or request or seeking such negotiations or discussions and include copies of all correspondence and written materials provided to the Company, as any Company Subsidiary or any Representative that describe the case may beterms and conditions of any proposal or request (and any subsequent changes to such terms and conditions) and summaries of any material oral communications addressing such matters. The Company shall promptly inform Parent of any material changes to any Acquisition Proposal.

No Solicitation. The Company agrees that neither it nor any of (a) GLB shall not, and shall cause its Subsidiaries nor any of and the officers respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and directors of it or its Subsidiaries shallother agents (collectively, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesthe “Representatives”) not to (and shall not authorize any of them to) , directly or indirectly: , (i) solicit or initiate, solicit, induce or knowingly facilitate, encourage or induce, any inquiry with respect toencourage, or take any action to facilitate the making, submission or announcement making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, ; (ii) subject to Section 5.3(c), participate in any discussions or negotiations withregarding any Acquisition Proposal or furnish, or furnish any nonpublic information (x) otherwise afford access, to any Person that has made (other than FNFG) any information or data with respect to GLB or any of its Subsidiaries or otherwise relating to an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), Proposal; (iii) approverelease any Person from, endorse waive any provisions of, or recommend fail to enforce any Acquisition Proposal, confidentiality agreement or standstill agreement to which GLB is a party; or (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any agreement, agreement in principle or letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating with respect to any Acquisition Proposal or transaction contemplated therebyapprove or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal. The Company Any violation of the foregoing restrictions by GLB or any Representative, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of GLB or otherwise, shall be deemed to be a breach of this Agreement by GLB. GLB and its Subsidiaries will shall, and shall cause each of GLB Representative to, immediately cease and cause to be terminated any and all existing activitiesdiscussions, discussions or negotiations negotiations, and communications with any third parties conducted heretofore Persons with respect to any existing or potential Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may be.

No Solicitation. The (a) Each of Parent and the Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallshall not, and that it shall cause its respective Subsidiaries not to, and shall use all its reasonable best efforts to cause direct its and its Subsidiaries’ EmployeesRepresentatives not to, agents and representatives directly or indirectly, (including i) solicit, initiate, encourage, or facilitate, any investment bankerTakeover Proposal or the making, attorney announcement or accountant retained by it consummation thereof, (ii) enter into or otherwise participate in any discussions (except to notify a Person of the existence of the provisions of this Section 5.4) or negotiations regarding, or furnish to any Person any information (regardless of whether such information is material or already publicly available) in connection with, or in furtherance of, any Takeover Proposal, (iii) waive, terminate, modify or fail to enforce any provision of any confidentiality or “standstill” or similar obligation of any Person (other than the other party hereto) with respect to a party or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: (i) solicit or initiate, or knowingly facilitate, encourage or induce, any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw approve, adopt or modify the Company Board Recommendation in a manner adverse recommend, or publicly propose to Parent (except approve, adopt or recommend, any Takeover Proposal or submit to the extent specifically permitted pursuant to Section 5.3(d)) or vote of its shareholders any Takeover Proposal before the termination of this Agreement, (v) enter into, or approve or recommend or publicly propose to approve or recommend the entering into of any letter of intent, memorandum of understanding, amalgamation or merger agreement or other agreement, arrangement or understanding relating to any Takeover Proposal before the termination of this Agreement (except for any other than a confidentiality agreement entered into pursuant referred to in the proviso to the last sentence of this Section 5.3(c)(i5.4(a)), enter into or (vi) authorize any letter of, or commit or agree to do any of, the foregoing. Each of intent or similar document or any contract agreement or commitment contemplating or otherwise relating Parent and the Company (A) shall, and shall cause its respective Subsidiaries to, and shall use its reasonable best efforts to any Acquisition Proposal or transaction contemplated thereby. The Company direct its and its Subsidiaries will Subsidiaries’ Representatives to, immediately cease any and cause to be terminated all existing activities, discussions or negotiations with any third parties Person (other than the other party hereto and its Representatives) conducted heretofore with respect to any Acquisition Takeover Proposal and (B) shall immediately take all steps necessary to terminate any approval under any confidentiality or “standstill” or similar provision that may have been heretofore given by Parent or the Company under any such provisions authorizing any Person to make a Takeover Proposal. The Notwithstanding the foregoing, the restrictions in clauses (i), (ii), (iii) and, to the extent applicable thereto, (vi) of the first sentence of this Section 5.4(a) shall not prohibit Parent or its Subsidiaries and Representatives, on the one hand, or the Company agrees that it will promptly request each or its Subsidiaries and Representatives, on the other hand, at any time before obtaining the Parent Share Issuance Vote or the Company Merger Vote, as the case may be, from participating in any discussions or negotiations regarding, furnishing to any Person any information with respect to, or waiving, modifying or electing not to enforce any confidentiality or “standstill” or similar obligation of any Person in respect of a Takeover Proposal (including with respect to the following proviso) that has been publicly announced or otherwise communicated to its officers or its board of directors, if its board of directors (or an authorized and empowered committee thereof) determines in good faith, after consultation with its outside legal counsel and financial advisor, that such Takeover Proposal would reasonably be likely to lead to a Superior Proposal; provided that (I) before a party furnishing any information to, or negotiating with, any Person with respect to a Takeover Proposal, such party shall have entered into a confidentiality agreement with such Person containing confidentiality terms and “standstill” or similar obligations not less restrictive in the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished aggregate to such Person by or on behalf and its Representatives than the provisions of the Confidentiality Agreement are to Parent and its Representatives (in the case of the Company furnishing information to, or negotiating with, any of Person) or the Company and its Subsidiaries, as Representatives (in the case may beof Parent furnishing information to, or negotiating with, any Person), and (II) all such information has previously been made available to the Company and its Representatives (in the case of Parent furnishing information to any Person) or Parent and its Representatives (in the case of the Company furnishing information to any Person) or will be so made available substantially concurrent with the time it is provided to such Person.

No Solicitation. The From and after the date hereof until the termination of this Agreement, the Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallwill not, and that it shall use all reasonable efforts to will cause its and its Subsidiaries’ Employees, agents and representatives Representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiariesas defined below) not to (and shall not authorize any of them to) , directly or indirectly: , (i) initiate, solicit or initiateencourage (including by way of furnishing information or assistance), or knowingly take any other action to facilitate, encourage any inquiries or induce, the making of any inquiry with respect toproposal that constitutes, or the making, submission or announcement ofmay reasonably be expected to lead to, any Acquisition ProposalProposal (as defined below), (ii) subject to Section 5.3(c), enter into any agreement contemplating or participate in any discussions or negotiations withregarding any Acquisition Proposal, or furnish any nonpublic information (x) to any Person that has made an third party any information with respect to its business, properties or assets in connection with any Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) approve, endorse maintain or recommend continue discussions or negotiations with any person or entity in furtherance of such inquiries or for the purpose of obtaining an Acquisition Proposal, (iv) withdraw agree to or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or endorse any Acquisition Proposal, (v) withdraw, modify or not make the recommendations of the Company's Board of Directors referred to in Section 1.3, or (except for vi) release any third party from any standstill, confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document agreement, or waive or amend any contract agreement or commitment contemplating or otherwise relating provision thereof, to which it is a party. It is agreed that any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease violation of the restrictions set forth in the preceding sentence by any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf Representative of the Company or any of its SubsidiariesSubsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. The Company shall notify Parent orally (within one business day) and in writing (as promptly as practicable) of all of the relevant details relating to, and all material aspects of (including the identity of the person or entity making such inquiry or proposal), all inquiries and proposals which it or any of its Subsidiaries or any of their respective Representatives may receive relating to any of such matters and, if such inquiry or proposal is in writing, the Company shall deliver to Parent a copy of such inquiry or proposal as promptly as practicable. Notwithstanding the case may be.foregoing, prior to the acceptance of Shares for payment pursuant to the Offer and provided that the Company has complied with the terms of this Section 6.2, nothing contained in this Section 6.2 shall prohibit the Board of Directors of the Company from:

No Solicitation. The (a) From and after the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, and except as otherwise provided for in this Agreement, the Company agrees that neither it and its Subsidiaries will not, nor will they authorize or knowingly permit any of its Subsidiaries nor any of the officers and directors of it their respective officers, directors, controlled Affiliates or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it employees or any of its Subsidiaries) not to (and shall not authorize any of them their respective investment bankers, attorneys or other advisors or representatives to) , directly or indirectly: (i) solicit or solicit, initiate, or knowingly facilitate, take any action intended to encourage or induce, any inquiry with respect to, or induce the making, submission or announcement of, of any Acquisition Proposal, ; (ii) subject to Section 5.3(c), engage or participate in any discussions or negotiations withwith any Person (other than any officer, director, controlled Affiliate or employee of the Parent or any of its Subsidiaries or any investment banker, attorney or other advisor or representative of the Parent or any of its Subsidiaries) regarding, or furnish any nonpublic information (x) to any Person any information with respect to, or take any other action intended to facilitate, any inquiries or the making of any proposal that has made an constitutes or may reasonably be expected to lead to, any Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), Proposal; (iii) approve, endorse or recommend any Acquisition Proposal, ; or (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract contract, agreement or commitment contemplating or otherwise relating to any Acquisition Transaction. Notwithstanding the above, prior to the approval of the Merger Proposal at the Company Meetings, nothing contained in this Agreement (including this Section 5.7) shall prohibit the board of directors of the Company, in response to an unsolicited written Acquisition Proposal that is not withdrawn, from engaging or transaction contemplated therebyparticipating in discussions or negotiations with and furnishing information to the party making such Acquisition Proposal, provided that the board of directors of the Company: (A) in good faith and after consultation with the Company’s financial advisors and outside legal counsel, concludes that the offer is, or would reasonably be likely to result within 20 (twenty) Business Days of the receipt of such Acquisition Proposal in, a Superior Proposal, and (B) determines in good faith after consultation with its outside legal counsel that such action is required in order for the board of directors of the Company to comply with its fiduciary obligations to the Company’s shareholders under applicable Legal Requirements (which, for purposes of this clause (B), shall be deemed to consist of Israeli Legal Requirements and in addition, in order to determine the appropriate standards that would apply to such fiduciary obligations, the board of directors of the Company may also consider Delaware Legal Requirements); and provided further that (x) prior to, or concurrently with, furnishing any such information to, or entering into discussions or negotiations with, such party, the Company gives the Parent written notice of the identity of such Person or group and of the Company’s intention to furnish information to, or enter into discussions or negotiations with, such party and (y) the Company receives from such party an executed confidentiality agreement at least as restrictive as the Confidentiality Agreement (but permitting disclosure to the Parent required under this Agreement); and (z) prior to or contemporaneously with furnishing any such information to such party, the Company furnishes such information to the Parent (to the extent such information has not been previously furnished by the Company to the Parent). The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees Without limiting the foregoing, it is understood that it will promptly request each Person that has entered into a confidentiality agreement with any violation of the Company restrictions in connection with its consideration of an Acquisition Proposal to return this Section 5.7 by any officer, director, controlled Affiliate or destroy all confidential information heretofore furnished to such Person by or on behalf employee of the Company or any of its SubsidiariesSubsidiaries or any investment banker, as attorney or other representative retained by the case may be.Company or any of its Subsidiaries or any other Person who shall have entered into a Voting Undertaking shall be deemed to be a breach of this Section 5.7 by the Company. For purposes of this Agreement:

No Solicitation. The (a) Until the earlier of January 8, 2010 or the Initial Closing Date, neither the Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it nor shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it the Company or any of its Subsidiaries) not to (and shall not Subsidiaries authorize or permit any of them its or their Representatives to) , and the Company shall instruct, and cause each applicable Subsidiary, if any, to instruct, each such Representative not to, directly or indirectly: , solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal or the making of any inquiry, offer or proposal that could reasonably be expected to lead to any Acquisition Proposal, or, subject to Section 10.8(b), (i) solicit conduct or initiateengage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or knowingly facilitateassist, participate in, facilitate or encourage or induceany effort by, any inquiry with respect toThird Party that has expressed an intent to make, or the making, submission or announcement ofhas made, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in approve any discussions or negotiations withtransaction under, or furnish any nonpublic information (x) to any Person that has made Third Party becoming an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes “interested stockholder” under, Section 203 of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Delaware Law, (iii) approveexcept as contemplated by Section 4.25, endorse amend the Company Rights Agreement, redeem the Company Rights or recommend take any Acquisition Proposalaction with respect to, or make any determination under, the Company Rights Agreement, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any agreement in principle, letter of intent or similar document or any contract intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or commitment contemplating or otherwise other Contract relating to any Acquisition Proposal or transaction enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated therebyhereby or breach its obligations hereunder (other than a confidentiality agreement contemplated by Section 10.8(b)), or (v) resolve, propose or agree to do any of the foregoing. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of the Company or Representatives of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 10.8(a) by the Company. The Company shall, and shall cause its Subsidiaries will to cease immediately cease and cause to be terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing activities, discussions or negotiations negotiations, if any, with any third parties Third Party conducted heretofore prior to the date hereof with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may be.

No Solicitation. (a) The Company agrees that neither it nor shall not, and shall not authorize or permit any of its Subsidiaries nor to, directly or indirectly, and shall cause its and each of its Subsidiaries’ officers, directors, employees, advisors and agents not to, directly or indirectly, (i) solicit, initiate or encourage any Company Acquisition Proposal, (ii) provide any information or data to any Person relating to or in connection with or in response to a Company Acquisition Proposal or an inquiry or indication of interest that could lead to a Company Acquisition Proposal, engage in any discussions or negotiations concerning a Company Acquisition Proposal, or otherwise take any action to facilitate any effort or attempt to make or implement a Company Acquisition Proposal, (iii) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Company Acquisition Proposal, or (iv) approve, recommend, agree to or accept, or propose to approve, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Company Acquisition Proposal. Without limiting the foregoing, any violation of the restrictions set forth in the preceding sentence by any of the officers and directors Company’s Subsidiaries or any of it the Company’s or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its the Company Subsidiaries’ Employeesofficers, directors, employees, agents and or representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: (i) solicit or initiate, or knowingly facilitate, encourage or induce, any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in Subsidiaries) shall be a breach of this Section 4.2(a) by the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated therebyCompany. The Company and its Subsidiaries agrees that it will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons (other than Parent and its affiliates) conducted heretofore with respect to any Company Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may be.

No Solicitation. (a) The Company agrees and its controlled Affiliates shall, and the Company shall instruct its Representatives to, immediately cease any discussions or negotiations with any Person that may be ongoing with respect to a Company Acquisition Proposal. From and after the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with Article 10, neither it the Company nor any of its Subsidiaries nor any of the their respective officers and or directors of it or its Subsidiaries shall, and that it the Company shall use all reasonable efforts to cause instruct its and its Subsidiaries’ EmployeesAffiliates and other Representatives not to, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: , (i) solicit solicit, initiate or initiateknowingly encourage (including by way of furnishing any non-public information), or knowingly take any other action designed to facilitate, encourage or induce, any inquiry with respect or the making or submission of any inquiry, proposal, indication of interest or offer which constitutes, or would reasonably be expected to lead to, or the making, submission or announcement of, any a Company Acquisition Proposal, (ii) subject to Section 5.3(c8.03(b), approve or recommend, or propose to approve or recommend, a Company Acquisition Proposal, (iii) subject to Section 8.03(b), approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to a Company Acquisition Proposal (other than an Acceptable Confidentiality Agreement) or a Superior Proposal (each an “Alternative Acquisition Agreement”), (iv) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish regarding any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for publicly announce an intention to do any confidentiality agreement entered into pursuant of the foregoing; provided, however, that if, prior to obtaining the Company Stockholder Approval, following the receipt of a bona fide written Company Acquisition Proposal that the Company Board determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, is or could reasonably be expected to lead to a Superior Proposal and that was unsolicited and made after the date of this Agreement in circumstances not otherwise involving a breach of this Agreement, the Company may, in response to such Company Acquisition Proposal and subject to compliance with Section 5.3(c)(i)8.03(b), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating furnish information with respect to any the Company to the Person making such Company Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, engage in discussions or negotiations with any third parties conducted heretofore with respect to any such Person regarding such Company Acquisition Proposal. The ; provided, that (A) prior to furnishing, or causing to be furnished, any such nonpublic information relating to the Company agrees that it will promptly request each Person that has entered to such Person, the Company enters into a confidentiality agreement with the Person making such Company in connection Acquisition Proposal (an “Acceptable Confidentiality Agreement”) that (x) does not contain any provision that would prevent the Company from complying with its consideration obligation to provide any disclosure to Parent required pursuant to this Section 8.03 and (y) contains confidentiality provisions that in the aggregate are no less restrictive on such Person than those contained in the Confidentiality Agreement as in effect immediately prior to the execution of this Agreement (it being understood that an Acquisition Proposal Acceptable Confidentiality Agreement need not contain any standstill or non-solicitation provision), and (B) promptly (but in any event within twenty-four (24) hours) following furnishing any such nonpublic information to return or destroy all confidential such Person, the Company furnishes such nonpublic information heretofore to Parent (to the extent such nonpublic information has not been previously so furnished to such Person by Parent or on behalf of the Company or any of its Subsidiaries, as the case may beRepresentatives).

No Solicitation. The Company agrees that neither it nor any Immediately after the execution of its Subsidiaries nor any of this Agreement, the officers and directors of it or its Subsidiaries Shareholder shall, and that it shall use all his reasonable best efforts to instruct and cause its his Representatives to, terminate and its Subsidiaries’ Employeescease any discussions or negotiations with any parties relating to an Acquisition Proposal. The Shareholder agrees that, agents during the time this Agreement is in effect, he shall not, and representatives (including any investment bankerthe Shareholder shall use his reasonable best efforts to instruct and cause his Representatives not to, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: (i) initiate, solicit or initiate, knowingly encourage (including by way of furnishing nonpublic information or knowingly facilitate, encourage or induce, assistance) any inquiry with respect toinquiries, or the makingmaking of any proposal or offer that constitutes, submission or announcement ofmay reasonably be expected to lead to, any an Acquisition Proposal, ; (ii) subject to Section 5.3(c), engage or participate in any discussions or negotiations with, or furnish provide any nonpublic information (x) to, any Person relating to any Acquisition Proposal; (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal; (iv) enter into any Contract or letter of intent, memorandum of understanding or agreement in principle relating to any Acquisition Proposal; or (v) make, or in any manner participate in, a “solicitation” (as such term is used in the rules promulgated by the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person that has made with respect to the voting of, Common Shares, Series A Preferred Shares or Series B Convertible Shares intending to facilitate any Acquisition Proposal or cause shareholders of the Company not to vote to approve the Merger Agreement, including the Plan of Merger, or any of the Contemplated Transactions. The Shareholder shall notify Buyer promptly (and, in any event, within 48 hours) if any proposals or offers with respect to an Acquisition Proposal are received by, or (y) to any Person that has informed the Company (either directly discussions or indirectly) that it is considering negotiations regarding an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the including a request for non-public information being provided would in conjunction therewith) are sought to be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide productinitiated or continued with, sales him or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)his Representatives, (iii) approveindicating, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf notice, the identity of the Company parties and the material terms and conditions of any proposal or offers (including, if applicable, copies of any written inquiries, requests, proposals or offers, including any proposed agreements) and, thereafter, the Shareholder shall keep Buyer reasonably informed of its Subsidiaries, as the case may bestatus and terms of any such proposals or offers (including any amendments thereto).

No Solicitation. The (a) During the Pre-Closing Period, neither the Company agrees that neither it nor any of its Subsidiaries Company Holder will, nor will either authorize or permit any Company Subsidiary or any of the officers and directors of it their respective officers, directors, Affiliates, stockholders or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including employees or any investment banker, attorney or accountant other advisor or representative retained by it the Company or any Company Subsidiary (all of its Subsidiariesthe foregoing collectively being the “Company Representatives”) not to (and shall not authorize any of them to) , directly or indirectly: , (i) solicit or solicit, initiate, or seek, knowingly encourage, facilitate, encourage support or induce, any inquiry with respect to, or induce the making, submission or announcement ofof any inquiry, any expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) subject to Section 5.3(c)enter into, participate in in, maintain or continue any discussions communications (except solely to provide written notice as to the existence of these provisions) or negotiations withregarding, or furnish any nonpublic information (x) deliver or make available to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided with respect to, or take any other action similar to the foregoing regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be used for purposes of making expected to lead to, an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document intent, term sheet, indication of interest, or any contract agreement or commitment Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal or transaction contemplated therebyto the vote of any Company Holder. The Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons conducted heretofore prior to or on the Agreement Date with respect to any Acquisition Proposal. The If any Company agrees Representatives, whether in their capacity as such or in any other capacity, take any action that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any Company Subsidiary is obligated pursuant to this Section 5.2 to cause such Company Representatives not to take, then the Company shall be deemed for all purposes of its Subsidiaries, as the case may bethis Agreement to have breached this Section 5.2.

No Solicitation. The From the date hereof until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, each of Parent and the Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable best efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) (collectively, “Representatives”) not to (and shall not authorize any of them to) directly or indirectly: (i) solicit or solicit, initiate, encourage, knowingly facilitate or knowingly facilitate, encourage or induce, induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition ProposalProposal (as defined in Section 5.3(g)), (ii) subject to Section 5.3(c), participate in any discussions or negotiations withregarding, or furnish to any Person any nonpublic information (x) with respect to, or take any other action to facilitate any Person inquiries or the making of any proposal that has made an constitutes or may reasonably be expected to lead to, any Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) engage in discussions with any Person with respect to any Acquisition Proposal, except as to the existence of the provisions of this Section 5.3, (iv) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent Proposal (except to the extent specifically permitted pursuant to Section 5.3(d)) ), or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment Contract contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company Parent and its the Company, as the case may be, and their respective Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement Proposal with the Company in connection with its consideration of an Acquisition Proposal respect to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may beitself.

No Solicitation. The (a) Except as permitted by this Section 6.3, during the Pre-Closing Period, the Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallshall not, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employeeseach Acquired Company not to, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them its and their respective Representatives to) , and shall direct its Representatives not to, directly or indirectly: , (i) solicit or initiatesolicit, initiate or knowingly facilitate, facilitate or encourage or induce, (including by way of furnishing non-public information) any inquiry with respect toinquiries regarding, or the makingmaking of any proposal or offer that constitutes, submission or announcement ofcould reasonably be expected to lead to, any an Acquisition Proposal, (ii) subject to Section 5.3(c)engage in, continue or otherwise participate in any discussions (except to notify a Person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of the provisions of this Section 6.3 or to clarify whether any such inquiry, offer or proposal constitutes an Acquisition Proposal) or negotiations withregarding, or furnish any nonpublic information (x) to any other Person any information in connection with or for the purpose of soliciting, knowingly encouraging or facilitating, an Acquisition Proposal or any proposal or offer that has made constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) adopt, approve or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (yiv) to waive or release any Person that has informed the Company (either directly from, fail to use reasonable best efforts to enforce any standstill agreement or indirectly) that it is considering any standstill provisions of any Contract entered into in respect of an Acquisition Proposal or (z) under circumstances where it would any proposal or offer that constitutes or could reasonably be reasonably expected that the non-public information being provided would be used for purposes of making to lead to an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately directors, officers and employees shall, and the Company shall use reasonable best efforts to cause its other Representatives to, within one (1) Business Day of the Agreement Date, (A) cease and cause to be terminated any solicitation and any and all existing activities, discussions or negotiations with any third parties Person conducted heretofore with respect to any Acquisition Proposal or any proposal or offer that constitutes, or could reasonably be expected to lead to, Acquisition Proposal. The Company agrees that it will promptly request each , (B) terminate access by any Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of (other than Parent, Purchaser, the Company or any of its Subsidiariestheir respective Affiliates or Representatives) to any physical or electronic data room relating to any potential Acquisition Proposal or any proposal or offer that constitutes, as or could reasonably be expected to lead to, Acquisition Proposal, and (C) request, in writing, the case may bereturn or destruction of all confidential information of the Acquired Companies previously furnished or made available to such Persons.

No Solicitation. (a) The Company agrees that neither it nor any of its Subsidiaries subsidiaries nor any of the officers and directors of it or its Subsidiaries subsidiaries shall, and that it shall use all reasonable efforts to not cause its and its Subsidiariessuch subsidiaries’ Employeesemployees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) subsidiaries), not to (and shall not authorize any of them to) directly or indirectly: , (i) initiate, solicit or initiate, knowingly encourage or knowingly facilitatefacilitate any inquiry, encourage proposal or induce, any inquiry offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization or similar transaction involving the makingCompany or any Company subsidiary, submission or announcement any purchase or sale of 20% or more of the consolidated assets (including stock of its subsidiaries) of the Company and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its equity securities that, if consummated, would result in any person (or the stockholders of such person) beneficially owning securities representing 20% or more of the Company’s total voting power (or of the surviving parent entity in such transaction) (any such inquiry, proposal, offer or transaction, an “Acquisition Proposal”), (ii) subject have any discussion with or provide or cause to Section 5.3(c), participate in be provided any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making to any person relating to an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide productProposal, sales or marketing information to bona fide customers and strategic partners engage or participate in the context of sales and marketing activities)any negotiations concerning an Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposalrecommend, (iv) withdraw or modify the Company Board Recommendation in a manner adverse propose publicly to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) approve, endorse or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i))recommend, enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, or execute or enter into, any and all existing activitiesletter of intent, discussions option agreement, agreement in principle, merger agreement, acquisition agreement or negotiations with other similar agreement or agree to do any third parties conducted heretofore with respect of the foregoing related to any Acquisition Proposal. The Company agrees Without limiting the foregoing, it is understood that it will promptly request each Person that has entered into a confidentiality agreement with any violation of this Section 5.3 by any subsidiary of the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf representatives of the Company or any of its Subsidiaries, as subsidiaries shall be deemed to be a breach of this Section 5.3 by the case may beCompany.

No Solicitation. The From and after the date of this Agreement until the Closing or termination of this Agreement pursuant to ARTICLE 8, neither the Sellers, the Company agrees that neither it nor any of its Subsidiaries nor any of the officers US Subsidiary will (and directors of it or its Subsidiaries shall, and that it the Sellers shall use all commercially reasonable efforts to cause its the Company and its Subsidiaries’ Employeesthe Subsidiary not to), agents and representatives (including nor will any of them authorize or permit any of their respective officers, directors, Affiliates, employees or any investment banker, attorney or accountant other advisor or representative retained by it or any of its Subsidiaries) not to (and shall not authorize any of them (all of the foregoing collectively being the “Company Representatives”) to) , directly or indirectly: , (ia) solicit or solicit, initiate, or seek, entertain, knowingly encourage, facilitate, encourage support or induce, any inquiry with respect to, or induce the making, submission or announcement ofof any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (as hereinafter defined), (b) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (c) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iid) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment other Contract contemplating or otherwise relating to any Acquisition Proposal, (e) submit any Acquisition Proposal to the vote of any Company Securityholders or (f) enter into any other transaction contemplated therebyor series of transactions not in the ordinary course of the Company’s business, the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Share Exchange, including, but not limited to, any action, agreement, or understanding, whether or not in writing, by any of the Sellers to transfer, sell, dispose, or otherwise encumber any Company securities. The Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons other than Buyer and its representatives conducted heretofore prior to or on the date of this Agreement with respect to any Acquisition Proposal. The If any Company agrees Representative, in his or her capacity as such, takes any action that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal is obligated pursuant to return this Section 6.1 not to authorize or destroy all confidential information heretofore furnished permit such Company Representative to such Person by or on behalf of take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1 (unless such breach is waived in writing by Buyer in accordance with Section 8.4 hereof). The Sellers will not sell, transfer or otherwise dispose of any of its SubsidiariesCompany securities to any Person unless such person agrees to be bound by this Agreement as a Seller, as the case may bein form reasonably satisfactory to Buyer.

No Solicitation. The (a) During the Pre-Closing Period, the Company agrees that neither it nor any of its Subsidiaries nor any of and the officers and directors of it or its Subsidiaries shallShareholders shall not, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize or permit any of them their Representatives to) , directly or indirectly: , (i) solicit or solicit, initiate, or seek, entertain, knowingly encourage, facilitate, encourage support or induce, any inquiry with respect to, or induce the making, submission or announcement ofof any inquiry, any expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) subject to Section 5.3(c)enter into, participate in in, maintain or continue any discussions communications (except solely to provide written notice as to the existence of these provisions) or negotiations withregarding, or furnish any nonpublic information (x) deliver or make available to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be used for purposes of making expected to lead to, an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of the advisory board or any Shareholders or (vi) enter into any other transaction contemplated therebyor series of transactions not in the ordinary course of business consistent with past practice, the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Transactions. The Company and its Subsidiaries will the Shareholders shall, and shall cause their Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons conducted heretofore prior to or on the Original Agreement Date with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Proposal and (B) immediately revoke or withdraw access of any Person that has entered into a confidentiality agreement (other than Acquirer and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with its consideration of an Acquisition Proposal to and request from each Person (other than Acquirer and its Representatives) the prompt return or destroy destruction of all confidential non-public information heretofore furnished with respect to the Company previously provided to such Person by in connection with an Acquisition Proposal. If any of the Company’s or on behalf of Shareholders’ Agent takes any action that the Company and the Shareholders are obligated pursuant to this Section 6.3 not to authorize or permit such Representative to take, then the Company or any of its Subsidiariessuch Shareholder, as the case may be, shall be deemed for all purposes of this Agreement to have breached this Section 6.3.

No Solicitation. The (a) Company agrees that neither it nor shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit any Representatives of Company or any of its Subsidiaries nor to, directly or indirectly, (i) solicit, initiate, knowingly encourage, cooperate in any of the officers and directors of it with, assist or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives take any other action (including taking any investment banker, attorney affirmative action to exempt or accountant retained by it cause to be inapplicable as to any individual or any of entity (other than Parent or its Subsidiaries) not the provisions of Section 607.0901 or Section 607.0902 of the FBCA or any other analogous state Takeover Law) designed to (and shall not authorize result in or facilitate any of them to) directly inquiry, proposal or indirectly: (i) solicit or initiate, or knowingly facilitate, encourage or induce, any inquiry offer with respect to, or the makingannouncement, submission making or announcement completion of, any Acquisition Proposal, or any inquiry, proposal or offer that may reasonably be expected to lead to any Acquisition Proposal, (ii) subject to Section 5.3(c)enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish any nonpublic information (x) to any Person other than Parent, Merger Sub or any Representatives of the foregoing Persons, any non-public information or data (relating to Company or any of its Subsidiaries or otherwise) with respect to, any Acquisition Proposal or otherwise cooperate in any way with, assist or facilitate any Person that is seeking to make, or has made made, an Acquisition Proposal or (yiii) approve, recommend, declare advisable or enter into any acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet or other similar agreement relating to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that requiring Company to abandon, terminate or breach its obligations hereunder or fail to consummate the non-public information being provided would be used for purposes Merger. Company shall, and shall cause each of making an Acquisition Proposal (it being understood that this clause (z) its Subsidiaries and shall not limit use its commercially reasonable efforts to cause the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context Representatives of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will to, (A) immediately cease any and cause to be terminated all existing activitiesnegotiations, discussions or negotiations activities with any third parties Person and its Representatives (other than Parent, Merger Sub or any of their Representatives) conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly , (B) request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to prompt return or destroy destruction, to the extent required by any confidentiality agreement, of all confidential information heretofore previously furnished to any such Person by and its Representatives, and (C) not terminate, waive, amend, release or on behalf modify any provision of the Company any standstill agreement (including any standstill provisions contained in any confidentiality or other agreement) to which it or any of its SubsidiariesAffiliates or Representatives is a party, as unless, solely with respect to this clause (C), the case Company Board determines in good faith (after consultation with outside counsel) that such action would be reasonably likely to result in a breach of its fiduciary duties under Florida Law. Notwithstanding the foregoing, if, at any time following the date of this Agreement and prior to obtaining the Shareholder Approval, (1) Company receives a written Acquisition Proposal that the Company Board believes in good faith to be bona fide, (2) such Acquisition Proposal was not the result of a material violation of this Section 5.2(a), (3) the Company Board determines in good faith (after consultation with outside counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, and (4) the Company Board determines in good faith (after consultation with outside counsel) that the failure to take the actions referred to in the following clause (x) or (y) would be inconsistent with its fiduciary duties under Florida Law, then Company may be(and may authorize its Subsidiaries and its and their Representatives to): (x) furnish non-public information with respect to Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to an Acceptable Confidentiality Agreement (a copy of which shall be provided to Parent, which copy may at Company’s election be redacted to exclude the identity of the Person making the Acquisition Proposal), provided, that any non-public information provided to any Person given such access shall have previously been provided to Parent or shall be provided to Parent prior to or concurrently with the time it is provided to such Person; and (y) participate in negotiations with the Person making such Acquisition Proposal (and such Person’s Representatives) regarding such Acquisition Proposal.

No Solicitation. The Company Each Seller agrees that neither he or it nor any of its Subsidiaries nor any of the officers will not, and directors of it shall use his or its Subsidiaries shall, and that it shall use all reasonable best efforts to cause his or its and its Subsidiaries’ EmployeesRepresentatives not to, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: indirectly through another Person, (i) solicit solicit, initiate or initiate, encourage or knowingly facilitate, encourage any proposal to acquire all or induce, any inquiry with respect to, a portion of such Seller's Class B Membership Interest (a "Class B Proposal") or the making, submission making or announcement of, any Acquisition Proposalconsummation thereof, (ii) subject to Section 5.3(c)enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information in connection with, or furnish otherwise cooperate in any nonpublic information (x) to way with, any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)such Class B Proposal, (iii) approvewaive, endorse terminate, modify or recommend fail to enforce any Acquisition Proposalprovision of any "standstill" or similar obligation of any person other than Buyer, (iv) withdraw approve, adopt or modify the Company Board Recommendation recommend, or publicly propose to approve, adopt or recommend, execute or enter into, any letter of intent, memorandum of understanding, agreement in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar contract or any tender or exchange offer providing for, with respect to, or in connection with, any such Class B Proposal or (v) (except for agree or publicly propose to do any confidentiality agreement entered into pursuant to of the foregoing. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Representative of a Seller shall be a breach of this Section 5.3(c)(i))4.3 by such Seller. Each Seller hereby represents that, enter into as of the date hereof, such Seller is not engaged in any letter of intent discussions or similar document or any contract agreement or commitment contemplating or otherwise relating negotiations with respect to any Acquisition Class B Proposal other than with Buyer and agrees not to, and shall use his or transaction contemplated thereby. The Company and its Subsidiaries will best efforts to cause such Seller's Representatives to, immediately cease any and cause to be terminated all existing activities, discussions or negotiations with any third parties Person conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it Class B Proposal and will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with take commercially reasonable steps to inform his or its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf Representatives of the Company or any of its Subsidiariesobligations undertaken by such Seller pursuant to this Agreement, as the case may beincluding this Section 4.3.

No Solicitation. The (a) Neither the Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it nor shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it the Company or any of its Subsidiaries) not to (and shall not Subsidiaries authorize or permit any of them its or their Representatives to) , and the Company shall instruct, and cause each applicable Subsidiary to instruct, each such Representative not to, directly or indirectly: , solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal or the making of any inquiry, offer or proposal that would reasonably be expected to lead to any Acquisition Proposal, or, subject to Section 6.03(b), (i) solicit conduct or initiateengage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way, or knowingly facilitateassist, participate in, facilitate or encourage or induceany effort by, any inquiry with respect toThird Party that is seeking to make, or the making, submission or announcement ofhas made, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in (A) amend or grant any discussions waiver or negotiations with, or furnish release under any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent standstill or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration class of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf equity securities of the Company or any of its SubsidiariesSubsidiaries or (B) approve any transaction under, as or any Third Party becoming an “interested stockholder” under, Section 203 of Delaware Law, (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Acquisition Proposal or enter into any agreement or agreement in principle requiring the case may be.Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (iv) resolve, propose or agree to do any of the foregoing. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of the Company or Representatives of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.03

No Solicitation. The Company agrees that neither it nor none of the Company, any of its Subsidiaries nor or any of the Company’s or any of its Subsidiaries’ officers and or directors of it or its Subsidiaries shall, and that it shall use all reasonable best efforts to cause its the Company’s and its affiliates’ and Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it the Company or any of its Subsidiaries) not to (and shall not authorize or permit any of them to) ), directly or indirectly: (i) solicit or solicit, initiate, facilitate or knowingly facilitateencourage, encourage or induce, any inquiry with respect to, or the making, submission or announcement of, of any Acquisition Proposal, ; (ii) subject to Section 5.3(c), enter into or participate in any discussions or negotiations with, or furnish any nonpublic information (x) relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise cooperate in any manner with, or assist, participate in, facilitate or encourage any effort by, any Person concerning the making of any proposal that has made an constitutes or would reasonably be expected to lead to, any Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), Proposal; (iii) approve, endorse or recommend any Acquisition Proposal, ; or (iv) withdraw execute or modify the Company Board Recommendation in a manner adverse enter into, or agree to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) execute or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i))enter into, enter into any letter of intent or similar document or any contract contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby, except in the case of clauses (ii), (iii) or (iv) to the extent specifically permitted pursuant to Sections 5.3(c) or 5.3(d). The Immediately following the execution and delivery of this Agreement, the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations (including, without limitation, any such activities, discussions or negotiations conducted by affiliates, directors, officers, employees, agents and representatives (including any investment banker, financial advisor, attorney, accountant or other representative) of the Company or any of its Subsidiaries) with any third parties conducted heretofore with respect to the consideration of any Acquisition Proposal. The Company agrees that it will promptly request each Person that has exercise any rights under any confidentiality or non-disclosure agreements with any such third parties entered into a confidentiality agreement with within one year prior to the Company date hereof through the date hereof in connection with its the consideration of an any Acquisition Proposal to require the return or destroy all confidential destruction of non-public information heretofore furnished provided prior to the date of this Agreement by the Company, its Subsidiaries or their agents and representatives to any such Person by or on behalf of the Company or any of its Subsidiaries, as the case may bethird parties.

No Solicitation. The (a) Neither the Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it neither the Company nor its Subsidiaries shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them their respective Representatives to) , directly or indirectly: indirectly through another Person, (i) solicit or solicit, initiate, or knowingly facilitate, encourage or inducefacilitate (including by way of furnishing information or assistance), any inquiry inquiries, proposals or offers with respect to, or the making, submission submission, announcement or announcement completion of, any Acquisition proposal or offer that constitutes or is reasonably likely to lead to a Alternative Proposal, (ii) subject to other than informing Persons of the provisions contained in this Section 5.3(c4.2 and except as otherwise permitted by Section 4.2(b), enter into, continue or participate in any discussions or negotiations withregarding any Alternative Proposal, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed concerning the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will to any Person in connection with any Alternative Proposal, or otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Alternative Proposal or (iii) agree to do any of the foregoing. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, (i) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Person or its Representatives conducted heretofore or that may be ongoing with respect to, or that may reasonably be expected to lead to, any Alternative Proposal, (ii) request, to the extent permitted under the applicable confidentiality agreement, the prompt return or destruction of all confidential information previously furnished to any Acquisition Proposal. The Company agrees that such Person or its Representatives and (iii) at the expense of Parent and Purchaser, take such action as is reasonably necessary to enforce any confidentiality or “standstill” provisions or provisions of similar effect to which it will promptly request each Person that has is a party or of which it is a beneficiary (in the case of confidentiality or similar provisions, to the extent entered into a confidentiality agreement with the Company in connection with its consideration of or in relation to an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may beAlternative Proposal).

No Solicitation. The Company agrees that neither it nor any of 6.10.1. RBPI shall not, and shall cause its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employeestheir respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and other agents and representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its Subsidiaries“Representatives”) not to (and shall not authorize any of them to) , directly or indirectly: , (ia) solicit or initiate, solicit, induce or knowingly facilitate, encourage or induce, any inquiry with respect toencourage, or take any action to facilitate the making, submission or announcement making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, ; (iib) subject to Section 5.3(c), participate in any discussions or negotiations withregarding any Acquisition Proposal or furnish, or furnish any nonpublic information (x) otherwise afford access, to any Person that has made (other than BMBC) any information or data with respect to RBPI or any of its Subsidiaries or otherwise relating to an Acquisition Proposal or Proposal; (yc) to release any Person that has informed the Company (either directly from, waive any provisions of, or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability fail to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for enforce any confidentiality agreement entered into pursuant or standstill agreement to Section 5.3(c)(i)), which RBPI or any of its Subsidiaries is a party; or (d) enter into any agreement, agreement in principle or letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating with respect to any Acquisition Proposal or transaction contemplated therebyapprove or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal. The Company Any violation of the foregoing restrictions by RBPI, any RBPI Subsidiary or any Representative, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of RBPI or otherwise, shall be deemed to be a breach of this Agreement by RBPI. RBPI and its Subsidiaries will shall, and shall cause each of Representative to, immediately cease and cause to be terminated any and all existing activitiesdiscussions, discussions or negotiations negotiations, and communications with any third parties conducted heretofore Persons with respect to any existing or potential Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may be.

No Solicitation. The (a) Subject to Section 6.2(c), at all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, neither the Company agrees that neither it nor any of its Subsidiaries shall, nor shall they authorize or permit any of the officers and directors of it or its Subsidiaries shalltheir respective Representatives to, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: , (i) solicit or solicit, initiate, knowingly encourage, or knowingly facilitate, encourage facilitate or induceassist, any inquiry with respect toinquiry, proposal or offer, or the making, submission or announcement ofof any inquiry, any proposal or offer, that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (ii) subject to Section 5.3(c), participate in make available any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability relating to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except or any of its Subsidiaries, or afford access to the extent specifically permitted pursuant to Section 5.3(d)) business, properties, assets, books, records or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i))other non-public information, enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activitiespersonnel, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as in each case, to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub), in connection with any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (iii) participate or engage in any discussions or negotiations with any Person with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iv) adopt, approve or enter into any merger agreement, purchase agreement, letter of intent, memorandum of understanding or similar agreement or Contract with respect to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement), or (v) resolve or agree to do any of the case foregoing. Subject to Section 6.2(c), during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company and its Subsidiaries shall, and shall cause its and their Representatives to, immediately cease and cause to be terminated any discussions or negotiations that may bebe ongoing with any Person (other than Parent, Merger Sub and their Representatives) conducted prior to the date of this Agreement with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Acquisition Proposal. Promptly after the date of this Agreement, the Company will terminate access by any Person (other than Parent, Merger Sub and their Representatives) to any physical or electronic dataroom relating to a potential Acquisition Proposal (or prior discussions in respect of a potential Acquisition Proposal) and request that each Person (other than Parent, Merger Sub and their Representatives) that has executed a confidentiality agreement (other than the Confidentiality Agreement) relating to a potential Acquisition Proposal (or prior discussions in respect of a potential Acquisition Proposal) promptly return to the Company or destroy all non-public documents and materials containing non-public information of the Company and its Subsidiaries that has been furnished by the Company or any of its Representatives to such Person. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may inform a Person that has made or is considering making an Acquisition Proposal of the provisions of this Section 6.2.

No Solicitation. The Company agrees that neither it nor any (a) From and after the date of its Subsidiaries nor any this Agreement until the Effective Time or termination of this Agreement pursuant to Article VIII hereof, the officers Seller and directors of it or its Subsidiaries shallthe Seller Bank shall not, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize or permit any of them their respective directors, officers, employees, representatives, agents, affiliates and advisors (including, without limitation, investment bankers, attorneys and accountants) or other persons controlled by the Seller to) , directly or indirectly: (i) solicit or indirectly solicit, initiate, or knowingly facilitate, encourage or induce, facilitate (including by way of furnishing nonpublic information or assistance) any inquiry with respect inquiries relating to, or the makingmaking of any proposal or other action (including without limitation any proposal or offer to its stockholders) which relates to, submission or announcement ofmay reasonably be expected to lead to, any Acquisition Proposal, a Competing Transaction (ii) subject to Section 5.3(cas defined below), ; or participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with, or furnish assist or participate in, or facilitate, any nonpublic information (x) effort or attempt by any other person to make or seek to make such a proposal or other action; or otherwise facilitate any Person that has made an Acquisition Proposal effort or (y) attempt to any Person that has informed the Company (either directly make or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability implement a Competing Transaction; or, subject to provide productSection 6.03, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw Competing Transaction; or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent (whether or similar document not binding), agreement or any other contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activitiesa Competing Transaction; provided, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees however, that it will promptly request each Person that has entered nothing in this Section 5.02 shall prohibit the Seller from furnishing nonpublic information regarding the Seller the Seller Bank to, entering into a confidentiality agreement with or entering into discussions with, any person or group in response to a Superior Proposal (as defined below) submitted by such person or group (if not withdrawn) if (a) neither the Company Seller nor any representative of the Seller the Seller Bank shall have violated any of the restrictions set forth in connection this Section 5.02, (b) the Board of Directors of the Seller concludes, in good faith, after consultation with its consideration outside legal counsel, that such action is required in order for the Board of Directors of the Seller to discharge its fiduciary duties to the Seller's stockholders under applicable law, (c) (i) at least three (3) business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such person or group, Seller gives Buyer written notice of the identity of such person or group and of Seller's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such person or group and (ii) Seller receives from such person or group an Acquisition Proposal to return or destroy executed confidentiality agreement containing customary limitations on the use and disclosure of all confidential nonpublic written and oral information heretofore furnished to such Person person or group by or on behalf of the Company or any of its SubsidiariesSeller, which agreement is at least as favorable in all material respects to Seller as the case may be.letter agreement entered into as of March 27, 2001 by and between the Buyer and the Seller (the "Confidentiality Agreement"), and (d) contemporaneously with furnishing any such nonpublic information to such person or group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). Nothing contained in this Section 5.02 shall be deemed to prohibit the Seller from, to the extent applicable, taking or disclosing to its stockholders any position necessary in order to comply with the filing and disclosure requirements of Section 14(d)(9) and 14e-2 of the Exchange Act and the related rules and regulations of the SEC, including Item 1012(a) of Regulation M-A.

No Solicitation. The (a) During the period from the execution and delivery of this Agreement by each of the parties hereto and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees that neither it nor any of its Subsidiaries nor shall not do, cause or permit any of the officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained following actions by it or any of its Subsidiaries) not to (and Company Subsidiary nor shall not authorize the Company permit any of them to) the Company’s Representatives to take (directly or indirectly) any of the following actions with any Person other than Parent and its designees: (i) solicit or solicit, encourage, initiate, or knowingly facilitate, encourage any proposal or induce, any inquiry with respect tooffer from, or the making, submission participate or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate engage in any or conduct discussions or negotiations with, any Person relating to any offer or furnish proposal, oral, written or otherwise, formal or informal, with respect to any nonpublic possible Business Combination with the Company or any Company Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized) (a “Competing Proposed Transaction”), (ii) provide information with respect to the Company or any Company Subsidiary (xwhether such Subsidiary is in existence on the date hereof or is hereafter organized) to any Person that has made an Acquisition Proposal other than Parent, relating to (or (y) to any Person that has informed which the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided believes would be used for purposes the purpose of making formulating an Acquisition Proposal offer or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Business Combination with the Company or any Company Subsidiary (it being understood that this clause (z) shall not limit whether such Subsidiary is in existence on the Company’s ability to provide product, sales date hereof or marketing information to bona fide customers and strategic partners in the context of sales and marketing activitiesis hereafter organized), (iii) approve, endorse approve or recommend agree to or enter into a Contract with any Acquisition ProposalPerson providing for a Business Combination with the Company or any Company Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (iv) withdraw make or modify authorize any statement, recommendation, solicitation or endorsement in support of any possible Business Combination with the Company Board Recommendation or any Company Subsidiary (whether such Subsidiary is in a manner adverse to existence on the date hereof or is hereafter organized) other than the Business Combination with Parent (except to contemplated by this Agreement and the extent specifically permitted pursuant to Section 5.3(d)) Escrow Agreement or (v) (except for authorize or permit any confidentiality agreement entered into pursuant of the Company’s Representatives to Section 5.3(c)(i)), enter into take any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated therebysuch action. The Company and its Subsidiaries will shall immediately cease and cause to be terminated any and all existing activities, discussions such contacts or negotiations with any third parties conducted heretofore with respect Person (other than Parent) relating to any Acquisition Proposalsuch transaction or Business Combination. The Company agrees that it Any violation of the foregoing restrictions by any of the Company’s Representatives will promptly request each Person that has entered into be deemed to be a confidentiality agreement with breach of this Agreement by the Company in connection with its consideration of an Acquisition Proposal Company, whether or not such Representative is so authorized and whether or not such Representative is purporting to return or destroy all confidential information heretofore furnished to such Person by or act on behalf of the Company or any of its Subsidiaries, as the case may beCompany.

No Solicitation. The Company agrees that neither it nor any of its Subsidiaries nor any (a) Until the earlier of the officers Closing and directors the termination of it or this Agreement in accordance with its Subsidiaries shallterms, Geron shall not, and that it shall use all reasonable efforts to cause will instruct its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) Representatives not to (and shall not authorize any of them to) directly or indirectly: (i) initiate, solicit or initiateknowingly encourage (including by way of furnishing nonpublic information) the submission to Geron of any inquiries from any Person or Persons relating to, or knowingly facilitateany proposal or offer from any Person or group of Persons that constitutes, encourage or inducewould reasonably be expected to lead to, a Stem Cell Assets Acquisition Proposal; (ii) engage in any inquiry discussions or negotiations with a Person or Persons (or their respective Representatives) who have made, or to the Knowledge of Geron have indicated that they may make, a Stem Cell Assets Acquisition Proposal with respect to such Stem Cell Assets Acquisition Proposal; (iii) approve or adopt a Stem Cell Assets Acquisition Proposal or cause or permit Geron to enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement, confidentiality agreement or other similar agreement in connection with or providing for a Stem Cell Assets Acquisition Proposal or negotiations in respect of the same; or (iv) agree or publicly announce any intention to take any of the foregoing actions. Geron shall, and shall instruct Geron’s Representatives to, cease immediately and terminate any and all existing discussions and negotiations with any Persons conducted heretofore with respect to, or the makingthat would reasonably be expected to lead to, submission or announcement of, any a Stem Cell Assets Acquisition Proposal, and Geron shall promptly terminate or cause to be terminated any information access by any such Persons (iiincluding by way of a datasite or similar medium) subject to Section 5.3(c)and promptly request that all confidential information furnished be returned or destroyed in accordance with any written agreement with such Persons, participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated therebyapplicable. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may be.A “

No Solicitation. The Company Each Stockholder hereby agrees that neither during the term of this Agreement it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallshall not, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or not permit any of its Subsidiaries) not to (and shall not authorize any of them , Affiliates or Representatives to) , directly or indirectly: indirectly through another person, (i) solicit solicit, initiate or initiateknowingly encourage, or knowingly facilitate, encourage or induce, take any inquiry with respect other action designed to, or the makingwhich would reasonably be likely to, submission result in or announcement offacilitate, any Acquisition ProposalTakeover Proposal or the making or consummation thereof, (ii) subject to Section 5.3(c)enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information in connection with, or furnish otherwise cooperate in any nonpublic information (x) to way with, any Person that has made an Acquisition Takeover Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approvewaive, endorse terminate, modify or recommend fail to enforce any Acquisition Proposalprovision of any “standstill” or similar obligation of any person other than Parent, (iv) withdraw make or modify participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the U.S. Securities and Exchange Commission) or powers of attorney or similar rights to vote, or seek to advise or influence any person with respect to the voting of, any shares of Common Stock in connection with any vote or other action on any matter, other than to recommend that stockholders of the Company Board Recommendation vote in a manner adverse to Parent (except to favor of the extent specifically permitted pursuant to Section 5.3(d)) or adoption of the Merger Agreement and as otherwise expressly provided in this Agreement, (v) (except for approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow any confidentiality agreement entered into pursuant of its Subsidiaries to Section 5.3(c)(i))execute or enter into, enter into any letter of intent or similar document or any contract intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or commitment contemplating other similar Contract constituting or otherwise relating related to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal, or (vi) agree or publicly propose to do any of the foregoing. Each Stockholder hereby represents that, as of the date hereof, it is not engaged in any discussions or negotiations with respect to any Acquisition Takeover Proposal or transaction contemplated thereby. The Company and its Subsidiaries will agrees immediately to cease any and cause to be terminated all existing activities, discussions or negotiations with any third parties person conducted heretofore with any person other than Parent with respect to any Acquisition possible Takeover Proposal, and will take the necessary steps to inform its Affiliates and Representatives of the obligations undertaken by such Stockholder pursuant to this Agreement, including this Section 4.03. The Company Each Stockholder also agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration any violation of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person this Section 4.03 by or on behalf of the Company or any of its Subsidiaries, as the case may beAffiliates or Representatives shall be deemed to be a violation by such Stockholder of this Section 4.03.

No Solicitation. (a) The Company agrees that neither it nor any shall, and shall cause each of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallto, and that it shall use all commercially reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: (i) solicit or initiateimmediately cease and cause to be terminated any existing solicitation of, or knowingly facilitate, encourage or induce, any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, any Person, theretofore conducted by the Company, its Subsidiaries or furnish any nonpublic information (x) their respective representatives with respect to any Person that has made an Acquisition Proposal or (y) to any Person that has informed Acquisition Inquiry, and promptly following the date hereof, the Company (either directly or indirectly) shall request that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the all non-public information being previously provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its SubsidiariesSubsidiaries to any such Person be returned or destroyed in accordance with the applicable confidentiality agreement and (ii) the Company will not, as and shall cause each of its Subsidiaries not to and will use commercially reasonable efforts to cause its representatives not to (A) solicit, initiate, or knowingly encourage the case submission or announcement of any Acquisition Proposal or Acquisition Inquiry (including by approving any transaction, or approving any Person becoming an “interested stockholder,” for purposes of the MGCL), (B) furnish any information regarding the Company to any Person in connection with, or in response to, an Acquisition Proposal or Acquisition Inquiry, (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, or (D) release or permit the release of any Person from, or to waive or permit the waiver or termination of any provision of, any standstill or similar agreement to which any of the Company or any Subsidiary of the Company is a party, other than to the extent the Company Board or any committee thereof determines in good faith, after consultation with outside legal counsel, that failure to provide such waiver, release or termination would reasonably be expected to be inconsistent with its fiduciary duties under Law; or (E) resolve, propose or agree to do any of the foregoing; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, prior to the adoption of this Agreement by the Company Stockholder Approval, the Company and its representatives may beengage in any such discussions or negotiations and provide any such information in response to a bona-fide written Acquisition Proposal if: (A) prior to providing any material non-public information regarding the Company to any third party in response to an Acquisition Proposal, the Company receives from such third party (or there is then in effect with such party) an executed Acceptable Confidentiality Agreement; and (B) the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal. Prior to or concurrent with providing any material non-public information to such third party, the Company shall make such material non-public information available to Parent (to the extent such material non-public information has not been previously made available by the Company to Parent or Parent’s representatives).

No Solicitation. The (a) From and after the date of this Agreement until the Closing or termination of this Agreement pursuant to Article 7, no Group Company agrees that neither it will, nor will any of its Subsidiaries nor them authorize or permit any of the officers and directors their respective officers, directors, affiliates, members, stockholders (other than stockholders of it Parent) or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including employees or any investment banker, attorney or accountant other advisor or representative retained by it or any of its Subsidiaries) not to (and shall not authorize any of them (all of the foregoing collectively being the “Company Representatives”) to) , directly or indirectly: , (i) solicit or solicit, initiate, or seek, knowingly entertain, knowingly encourage, facilitate, encourage support or induce, any inquiry with respect to, or induce the making, submission or announcement ofof any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (as hereinafter defined), (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) enter into any other transaction contemplated therebyor series of transactions not in the ordinary course of the Company’s business, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Closing. The Each Group Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons conducted heretofore prior to or on the Agreement Date with respect to any Acquisition Proposal. The If any Company agrees Representative, whether in his or her capacity as such or in any other capacity, takes any action that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration is obligated pursuant to this Section 5.1 not to authorize or permit such Company Representative to take, then Parent shall be deemed for all purposes of an Acquisition Proposal this Agreement to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may behave breached this Section 5.1.

No Solicitation. The Company agrees that neither it nor any of its Subsidiaries nor any (a) During the period from the Agreement Date and continuing until the earlier of the officers termination of this Agreement and directors of it or its Subsidiaries shallthe Closing, Seller will not, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney Seller will not authorize or accountant retained by it permit the Company or any of its Subsidiaries) not to (and shall not authorize or the Company’s Representatives or any of them Subsidiary to) , directly or indirectly: , (i) solicit or solicit, initiate, or seek, entertain, knowingly encourage, facilitate, encourage support or induce, any inquiry with respect to, or induce the making, submission or announcement ofof any inquiry, any expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) subject to Section 5.3(c)enter into, participate in in, maintain or continue any discussions communications (except solely to provide written notice as to the existence of these provisions) or negotiations withregarding, or furnish any nonpublic information (x) deliver or make available to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be used for purposes of making expected to lead to, an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal or transaction contemplated therebyto the vote of any Company securityholder. The Company will, and will cause its Subsidiaries will Representatives and each Subsidiary to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons conducted heretofore prior to or on the Agreement Date with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Proposal and (B) immediately revoke or withdraw access of any Person that has entered into a confidentiality agreement (other than Buyer and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with its consideration of an Acquisition Proposal to and request from each Person (other than Buyer and its Representatives) the prompt return or destroy destruction of all confidential non-public information heretofore furnished with respect to the Company previously provided to such Person by or on behalf in connection with an Acquisition Proposal. If any of the Company’s Representatives, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 not to authorize or any permit such Representative to take, then the Company shall be deemed for all purposes of its Subsidiaries, as the case may bethis Agreement to have breached this Section 6.1.

No Solicitation. The Company agrees that neither it nor none of the Company, any of its Subsidiaries nor or any of the Company’s or any of its Subsidiaries’ officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its the Company’s and its Subsidiaries’ Employeesother employees, agents and representatives (including any investment banker, attorney or accountant retained by it the Company or any of its Subsidiaries) not to (and shall not authorize or permit any of them to) ), directly or indirectly: (i) solicit or solicit, initiate, or encourage, knowingly facilitate, encourage or induce, induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate or engage in any discussions or negotiations withregarding, or furnish to any Person any nonpublic information (x) with respect to, or take any other action that is intended to facilitate or encourage any Person inquiries concerning or the making of any proposal that has made an constitutes or would reasonably be expected to lead to, any Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) approve, endorse endorse, recommend or recommend make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent Proposal (except to the extent specifically permitted pursuant to Section 5.3(d)) ), or (viv) (except for any confidentiality agreement entered into pursuant execute or enter into, or publicly propose to Section 5.3(c)(i))execute or enter into, enter into any letter of intent or similar document or any contract contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations (including, without limitation, any such activities, discussions or negotiations conducted by affiliates, directors, officers, employees, agents and representatives (including any investment banker, financial advisor, attorney, accountant or other representative) of the Company or any of its Subsidiaries) with any third parties conducted heretofore with respect to consideration of any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may be.

No Solicitation. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of Company, the officers Subsidiary and directors of it or its Subsidiaries shalltheir respective officers, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employeesdirectors, employees, representatives, agents and representatives or affiliates (including including, without limitation, any investment banker, attorney or accountant retained by it the Company or the Subsidiary) (collectively, the "Company's Representatives") shall immediately cease any discussions or negotiations with any party that may be ongoing with respect to a Competing Transaction (as defined below). From and after the date hereof until the termination of this Agreement, neither the Company nor the Subsidiary will, nor will the Company authorize or permit the Subsidiary or any of its Subsidiaries) not to (and shall not authorize any of them the Company Representatives to) , directly or indirectly: (i) , initiate, solicit or initiateknowingly encourage (including by way of furnishing non-public information), or knowingly take any other action to facilitate, encourage any inquiries or inducethe making of any proposal that constitutes, or may reasonably be expected to lead to, any inquiry with respect toCompeting Transaction, or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations regarding any Competing Transaction or agree to or endorse any Competing Transaction, and the Company shall notify Acquiror orally (within one business day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which it or the Subsidiary or any such Company Representative may receive relating to any such matters and, if such inquiry or proposal is in writing, the Company shall deliver to Acquiror a copy of such inquiry or proposal promptly; provided, however, that nothing contained in this Section 6.2 shall prohibit the Company or its Board of Directors from (i) taking and disclosing to its stockholders a position contemplated by Exchange Act Rule 14e-2 or (ii) making any disclosure to its stockholders that, in the good faith judgment of its Board of Directors, after consultation with and based upon the advice of independent legal counsel (who may be the Company's regularly engaged independent legal counsel), is required under applicable law; provided, further, that until September 7, 1997 nothing contained in this Section 6.2 shall prohibit the Company from furnishing information to, or entering into discussions or negotiations with, any person or furnish any nonpublic information entity that after the date hereof and prior to September 7, 1997 states in an unsolicited writing that it has a bona fide serious interest to make a Superior Proposal (as defined below) if (1) (x) the Board of Directors of the Company, after consultation with and based upon the advice of independent legal counsel (who may be the Company's regularly engaged independent legal counsel) determines in good faith that such action is necessary for the Board of Directors of the Company to any Person that has made an Acquisition Proposal or comply with its fiduciary duties to stockholders under applicable law and (y) to any Person that has informed after consultation with and based upon the Company advice of an independent financial advisor (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would who may be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product's regularly engaged independent financial advisor) determines in good faith that such person or entity is capable of making, sales or marketing information to bona fide customers financing and strategic partners in the context of sales consummating a Superior Proposal and marketing activities(2), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may be.

No Solicitation. The Company agrees that neither During the Term, each Stockholder shall not, nor shall it nor permit or authorize any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallofficers, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employeesdirectors, employees, agents and or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its Subsidiariesthe "Representatives") not to (and shall not authorize any of them to) directly or indirectly: , (i) solicit or initiate, or knowingly facilitateencourage, encourage directly or induceindirectly, any inquiry with respect to, inquiries regarding or the making, submission or announcement of, any Acquisition Takeover Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations withregarding, or furnish any nonpublic information (x) to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that has made an Acquisition constitutes, or may reasonably be expected to lead to, any Takeover Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating with respect to any Acquisition Takeover Proposal or transaction contemplated therebyapprove or resolve to approve any Takeover Proposal. The Company Upon execution of this Agreement, each Stockholder shall, and it shall cause its Subsidiaries will Representatives to, immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposalof the foregoing. The Company agrees that it Each Stockholder will promptly request notify Parent of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder, and each Person that has entered into a confidentiality agreement with Stockholder will immediately communicate to Parent the Company terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Parent copies of any written materials received by it in connection with its consideration of an Acquisition Proposal to return such proposal, discussion, negotiation or destroy all confidential information heretofore furnished to such Person by or on behalf inquiry) and the identity of the Company Person making such proposal or inquiry or engaging in such discussion or negotiation. Notwithstanding any provision of this Section 1.6 to the contrary, if any Stockholder or any of its SubsidiariesRepresentatives is a member of the Board of Directors, as such member of the case Board of Directors may betake actions in such capacity to the extent permitted by Section 5.2 of the Merger Agreement.

No Solicitation. The Company Prior to the termination of this Agreement in accordance with its terms, each Stockholder agrees (a) that neither it will not, nor will it authorize or permit any of its Subsidiaries nor any of the officers officers, directors, employees, financial advisors, attorneys, accountants and directors of it other representatives or its Subsidiaries shallagents, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: indirectly through another person, to (i) solicit or solicit, initiate, facilitate or knowingly facilitateencourage any inquiries, encourage offers or induce, any inquiry with respect toproposals by or from a Third Party that constitute, or the making, submission or announcement ofcould reasonably be expected to lead to, any Acquisition Proposal, (ii) subject enter into or execute any agreement with respect to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal Proposal, (iii) engage in or (y) continue negotiations or discussions with any Third Party concerning, or, except pursuant to a governmental request for information, otherwise communicate or provide any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information any Third Party relating to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw make or modify the Company Board Recommendation authorize any public statement, recommendation or solicitation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) support of any Acquisition Proposal or (v) take, or consent to take, any other action inconsistent with its obligations under this Section 3.2 or SmarterKids's obligations under Section 5.3 of the Merger Agreement; and (except for b) that it will notify Earlychildhood in writing as promptly as practicable (and in any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to event within 24 hours) if any Acquisition Proposal is received or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activitiesinquiries, discussions proposals or negotiations with any third parties conducted heretofore offers with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person are received by or on behalf of the Company any information or documents are requested from or any negotiations or discussions are sought to be initiated or continued with, it or any of its SubsidiariesAffiliates, as such written notice to contain the case may beidentity of the other party (including the name of such other party and a copy of any offer or proposal and any supporting documentation), and the terms and conditions of such proposal or offer.

No Solicitation. (a) The Company agrees that neither shall not, nor shall it nor authorize or permit any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not or their respective Representatives to (and shall use its reasonable best efforts to cause such Persons not authorize any of them to) ), directly or indirectly: indirectly (i) solicit or except with respect to the Persons set forth in Section 5.07 of the Company Disclosure Letter, initiate, induce, solicit, knowingly facilitate or knowingly facilitate, encourage or induce, (including by way of furnishing non-public information) any inquiry with respect to, or the making, submission or announcement of, of any Acquisition proposal that constitutes or would reasonably be expected to lead to a Takeover Proposal, (ii) subject approve, adopt or recommend, or propose to approve, adopt or recommend, any Takeover Proposal or enter into any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to, or that would reasonably be expected to lead to, any Takeover Proposal, (iii) enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement or breach its obligations hereunder, or propose or agree to do any of the foregoing, (iv) except with respect to the Persons set forth in Section 5.3(c)5.07 of the Company Disclosure Letter, fail to enforce, or grant any waiver under, any standstill or similar agreement with any Person or (v) except with respect to the Persons set forth in Section 5.07 of the Company Disclosure Letter, engage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal any information or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore data with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition or in response to, or otherwise cooperate with or take any other action to facilitate any proposal that (A) constitutes, or would reasonably be expected to lead to, any Takeover Proposal or (B) requires the Company to return abandon, terminate or destroy all confidential information heretofore furnished fail to such Person consummate the Merger or any other transactions contemplated by or on behalf this Agreement. Except with respect to the Persons set forth in Section 5.07 of the Company Disclosure Letter, the Company shall, and shall direct each of its Subsidiaries and each agent or representative of any of the foregoing to, immediately cease any discussions, negotiations, or communications with any party with respect to any Takeover Proposal. Notwithstanding the foregoing, prior to the receipt of the Company Shareholder Approval, the Company or the Lead Director or its SubsidiariesRepresentative may, as the case may be.in response to a bona fide written Takeover Proposal that did not result from a breach of this Section 5.07(a), and subject to compliance with Section 5.07(c):

No Solicitation. The Until the earlier of the Effective Time or the date of termination of this Agreement pursuant to the provisions of Section 9.1 hereof, the Company agrees that neither it will not take, nor any of its Subsidiaries nor will the Company permit any of the officers and directors of it Company's officers, directors, employees, stockholders, attorneys, investment advisors, agents, representatives, Affiliates or its Subsidiaries shallAssociates (collectively, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries"Representatives") not to (and shall not authorize any of them to) directly or indirectly: (i) solicit or initiate, or knowingly facilitate, encourage or induce, any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal take any of the following actions with any Person other than Acquiror, Merger Sub and their designees: (a) solicit, encourage, initiate, entertain, accept receipt of, review or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide productencourage any proposals or offers from, sales or marketing information to bona fide customers and strategic partners participate in the context of sales and marketing activities)or conduct discussions with or engage in negotiations with, (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise Person relating to any Acquisition Proposal offer or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activitiesproposal, discussions oral, written or negotiations with any third parties conducted heretofore otherwise, formal or informal (a "Competing Proposed Transaction"), with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement possible Business Combination with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as (b) provide information with respect to the case may beCompany to any Person, other than Acquiror or Merger Sub, relating to (or which the Company believes would be used for the purpose of formulating an offer or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Business Combination with the Company or any Subsidiary of the Company (whether such Subsidiaries are in existence on the date hereof or are hereafter organized), (c) agree to, enter into a Contract with any Person, other than Acquiror or Merger Sub, providing for, or approve a Business Combination with the Company or any Subsidiary (whether such Subsidiaries are in existence on the date hereof or are hereafter organized), (d) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Business Combination with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or are hereafter organized) other than by Acquiror or Merger Sub, or (e) authorize or permit any of the Company's Representatives to take any such action. The Company shall immediately cease and cause to be terminated any such contacts or negotiations with any Person relating to any such transaction or Business Combination. In addition to the foregoing, if the Company receives prior to the Effective Time or the termination of this Agreement any offer or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to, a Competing Proposed Transaction, the Company shall immediately notify Acquiror thereof and provide Acquiror with the details thereof, including the identity of the Person or Persons making such offer or proposal, and will keep Acquiror fully informed on a current basis of the status and details of any such offer or proposal and of any modifications to the terms thereof; PROVIDED, HOWEVER, that this provision shall not in any way be deemed to limit the obligations of the Company and its Representatives set forth in the previous sentence. Each of the Company and Acquiror acknowledge that this Section 5.2 was a significant inducement for Acquiror to enter into this Agreement and the absence of such provision would have resulted in either (i) a material reduction in the merger consideration to be paid to the stockholders of the Company or (ii) a failure to induce Acquiror to enter into this Agreement.

No Solicitation. The Company (a) ICO agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shallshall not, and that it shall use all reasonable efforts to cause its Affiliates and Subsidiaries and its Subsidiaries’ Employeesand their Representatives not to, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: (i) solicit or solicit, initiate, encourage, knowingly facilitate or knowingly facilitate, encourage or induce, induce any inquiry with respect to, or the making, submission or announcement of, any offer or proposal to sell or otherwise dispose of all or any portion of the Assets or the assets of the Acquired Companies (other than sales otherwise permitted by this Agreement) or, directly or indirectly, the Business (an "Acquisition Proposal"), (ii) subject to except as expressly permitted in this Section 5.3(c)5.08, participate in any discussions or negotiations withregarding, or furnish to any person any nonpublic information (x) with respect to, or take any other action to facilitate any Person inquiries or the making of any proposal that has made an constitutes or may reasonably be expected to lead to, any Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) approveexcept as expressly permitted in this Section 5.08, endorse or recommend engage in discussions with any person with respect to any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent approve any Acquisition Proposal (except to the extent specifically permitted in connection with a termination of this Agreement pursuant to Section 5.3(d11.02(e)) ), or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement agreement, commitment or commitment understanding contemplating or otherwise relating to any Acquisition Proposal or a transaction contemplated therebythereby (except in connection with a termination of this Agreement pursuant to Section 11.02(e)). The Company ICO shall immediately terminate, and shall cause its Affiliates and Subsidiaries and its Subsidiaries will and their Representatives to immediately cease any and terminate, all existing activities, discussions or negotiations negotiations, if any, with any third parties conducted heretofore party with respect to, or any that could reasonably be expected to any lead to or contemplate the possibility of, an Acquisition Proposal. The Company agrees ICO shall immediately demand that it will promptly request each Person that person which has entered into heretofore executed a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company ICO or any of its SubsidiariesAffiliates or Subsidiaries or any of its or their Representatives with respect to such person's consideration of a possible Acquisition Proposal to immediately return or destroy (which destruction shall be certified in writing by such person to ICO) all nonpublic information furnished by ICO or any of its Affiliates or Subsidiaries or any of its or their Representatives on or after January 1, as the case may be2002, to such person or any of its Affiliates or Subsidiaries or any of its or their Representatives.

No Solicitation. The (a) From and after the date of this Agreement until the Closing or termination of this Agreement pursuant to ARTICLE 7, neither the Company agrees that neither it nor any of its Subsidiaries will, nor will any of the officers and directors them authorize or permit any of it their respective officers, directors, affiliates, stockholders or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including employees or any investment banker, attorney or accountant other advisor or representative retained by it or any of its Subsidiaries) not to (and shall not authorize any of them (all of the foregoing collectively being the “Company Representatives”) to) , directly or indirectly: , (i) solicit or solicit, initiate, or knowingly seek, entertain, encourage, facilitate, encourage support or induce, any inquiry with respect to, or induce the making, submission or announcement ofof any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (as hereinafter defined), (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any securityholders of Company or any Subsidiary or (vi) enter into any other transaction contemplated therebyor series of transactions not in the ordinary course of the Company’s business, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Merger. The Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons conducted heretofore prior to or on the date of this Agreement with respect to any Acquisition Proposal. The If any Company agrees Representative, whether in his or her capacity as such or in any other capacity, takes any action that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal is obligated pursuant to return this Section 5.2 not to authorize or destroy all confidential information heretofore furnished permit such Company Representative to such Person by or on behalf of take, then the Company or any shall be deemed for all purposes of its Subsidiaries, as the case may bethis Agreement to have breached this Section 5.2.

No Solicitation. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its Subsidiaries and its Subsidiaries’ EmployeesRepresentatives to, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: immediately (i) solicit or initiatecease and terminate, or knowingly facilitate, encourage or inducecause to be terminated, any inquiry and all discussions, solicitations, encouragements or negotiations with any Person conducted heretofore with respect toto an Acquisition Proposal or any inquiry, proposal or the making, submission or announcement of, any request for information that may reasonably be expected to lead to an Acquisition Proposal, (ii) terminate all physical and electronic data room access previously granted to any such Person or its Representatives, and (iii) request (or, to the extent the Company is contractually permitted to do so, require) the return or destruction of all copies of confidential information previously provided to such Persons by or on behalf of the Company, its Subsidiaries or Representatives. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.01, subject to Section 5.3(c6.06(b), participate the Company shall not, and shall cause its Subsidiaries and Representatives not to, directly or indirectly, (i) solicit, initiate, cause or knowingly facilitate or encourage (including by way of furnishing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute or may reasonably be expected to lead to any Acquisition Proposal, or engage in any discussions or negotiations withwith respect thereto or otherwise cooperate with or assist or participate in, or furnish knowingly facilitate or encourage, any nonpublic information such inquiries, proposals, discussions or negotiations, or resolve to or publicly propose to take any of the foregoing actions, (xii) approve or recommend, or resolve to or publicly propose to approve or recommend, any Person that has made Acquisition Proposal or enter into any merger agreement, agreement-in-principle, letter of intent, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or (y) to enter into any Person that has informed letter of intent, agreement or agreement-in-principle requiring the Company (either directly whether or indirectlynot subject to conditions) that it is considering an Acquisition Proposal to abandon, terminate or (z) under circumstances where it would be reasonably expected that fail to consummate the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales Merger or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve(A) withdraw, endorse modify or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation qualify in a manner adverse to Parent or Merger Sub the Company Board Recommendation or the approval or declaration of advisability by the Company Board of this Agreement and the Transactions (except to including the extent specifically permitted pursuant to Section 5.3(d)Merger) or (vB) (except for any confidentiality agreement entered into pursuant approve or recommend, or resolve to Section 5.3(c)(i))or publicly propose to approve or recommend, enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal (any action described in clause (A) or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect (B) being referred to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of as an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may be“Adverse Recommendation Change”).

No Solicitation. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its Subsidiaries and its Subsidiaries’ EmployeesRepresentatives to, agents immediately cease and representatives (including terminate, or cause to be terminated, any investment bankerand all discussions, attorney solicitations, encouragements or accountant retained by it or negotiations with any of its Subsidiaries) not Person conducted heretofore with respect to (an Acquisition Proposal and shall promptly request (or, to the extent the Company is contractually permitted to do so, require) the return or destruction of all copies of confidential information previously provided to such parties by or on behalf of the Company, its Subsidiaries or Representatives. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.01, subject to Section 6.06(b), the Company shall not, and shall cause its Subsidiaries and Representatives not authorize any of them to) , directly or indirectly: , (i) solicit or solicit, initiate, cause, knowingly facilitate or knowingly facilitateencourage (including by way of furnishing information) the submission of any inquiries, encourage proposals or induce, offers or any inquiry with respect to, other efforts or the making, submission attempts that constitute or announcement of, may reasonably be expected to lead to any Acquisition Proposal, (ii) subject to Section 5.3(c), participate or engage in any discussions or negotiations withwith respect thereto or otherwise cooperate with or assist or participate in, or furnish knowingly facilitate or encourage, any nonpublic information such inquiries, proposals, discussions or negotiations, or resolve to or publicly propose to take any of the foregoing actions, (xii) approve or recommend, or resolve to or publicly propose to approve or recommend, any Person that has made Acquisition Proposal or enter into any merger agreement, agreement-in-principle, letter of intent, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or (y) to enter into any Person that has informed letter of intent, agreement or agreement-in-principle requiring the Company (either directly whether or indirectlynot subject to conditions) that it is considering an Acquisition Proposal to abandon, terminate or (z) under circumstances where it would be reasonably expected that fail to consummate the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales Merger or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve(A) withdraw, endorse modify or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation qualify in a manner adverse to Parent or Merger Sub the Company Board Recommendation or the approval or declaration of advisability by the Company Board of this Agreement and the Transactions (except to including the extent specifically permitted pursuant to Section 5.3(d)Merger) or (vB) (except for any confidentiality agreement entered into pursuant approve or recommend, or resolve to Section 5.3(c)(i))or publicly propose to approve or recommend, enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal (any action described in clause (A) or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect (B) being referred to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of as an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may be“Adverse Recommendation Change”).

No Solicitation. The Company agrees that neither it nor any (a) Each of its Subsidiaries nor any of the officers GCIC and directors of it or its Subsidiaries GBDC shall, and that it shall use all reasonable efforts to cause its respective Affiliates, Consolidated Subsidiaries, and its Subsidiaries’ Employeesand each of their respective officers, directors, trustees, managers, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and representatives (including cause to be terminated any investment banker, attorney discussions or accountant retained by it or negotiations with any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: (i) solicit or initiate, or knowingly facilitate, encourage or induce, any inquiry parties that may be ongoing with respect to, or that are intended to or could reasonably be expected to lead to, a Takeover Proposal, and demand the makingimmediate return or destruction (which destruction shall be certified in writing to GCIC or GBDC, as applicable) of all confidential information previously furnished to any Person (other than GCIC, GBDC or their respective Affiliates or Representatives) with respect to any Takeover Proposal. Prior to the Effective Time, subject to Section 7.7 in the case of GCIC and Section 7.8 in the case of GBDC, each of GCIC and GBDC shall not, and shall cause its respective Affiliates, Consolidated Subsidiaries and its and their respective Representatives not to: (i) directly or indirectly solicit, initiate, induce, encourage or take any other action (including by providing information) designed to, or which could reasonably be expected to, facilitate any inquiries or the making or submission or announcement of, implementation of any Acquisition proposal or offer (including any proposal or offer to its stockholders) with respect to any Takeover Proposal, ; (ii) subject approve, publicly endorse or recommend or enter into any agreement, arrangement, discussions or understandings with respect to Section 5.3(c)any Takeover Proposal (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) or enter into any Contract or understanding (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) requiring it to abandon, terminate or fail to consummate, or that is intended to or that could reasonably be expected to result in the abandonment of, termination of or failure to consummate, the Merger or any other Transaction; (iii) initiate or participate in any way in any negotiations or discussions or negotiations withregarding, or furnish or disclose to any nonpublic Person (other than GBDC, GCIC or their respective Affiliates or Representatives) any information with respect to, or take any other action to facilitate or in furtherance of any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (iv) publicly propose or publicly announce an intention to take any of the foregoing actions; or (v) grant any (x) approval pursuant to any Takeover Statute to any Person that has made an Acquisition Proposal (other than GBDC, GCIC or their respective Affiliates) or with respect to any transaction (other than the Transactions) or (y) to waiver or release under any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document standstill or any contract similar agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration equity securities of an Acquisition Proposal to return GCIC or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries, as the case may beGBDC.

No Solicitation. The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries Each Stockholder shall, and that it shall use all reasonable efforts to cause its Affiliates (which term, solely for purposes of this Section 4.6, shall be deemed to exclude the Company and its Subsidiaries’ Employees) and its and their respective directors, agents officers, managing partners and representatives (including any employees and their respective agents, financial advisors, investment bankerbankers, attorney or accountant retained by it or any of its Subsidiaries) not to (attorneys and shall not authorize any of them to) directly or indirectlyaccountants: (i) solicit to immediately cease and cause to be terminated any solicitation, encouragement, discussions or negotiations with any persons (other than Parent) that may be ongoing with respect to a Company Takeover Proposal and (ii) not to, directly or indirectly, (A) solicit, initiate, knowingly encourage or knowingly facilitate, encourage or induce, facilitate any inquiry with respect toinquiries regarding, or the makingmaking of any proposal or offer that constitutes, submission or announcement ofcould reasonably be expected to lead to, any Acquisition a Company Takeover Proposal, (iiB) subject to Section 5.3(c)engage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal other person any information in connection with or (y) to any Person that has informed for the purpose of knowingly encouraging or facilitating, a Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Takeover Proposal (it being understood that other than, solely in response to an unsolicited inquiry, to refer the inquiring person to this clause (z) shall not Section 4.6 and to Section 6.3 of the Merger Agreement and to limit the Company’s ability its conversation or other communication exclusively to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activitiessuch referral), (iiiC) approveencourage or recommend any other holder of Company Common Stock to vote against the Transactions (including the First Merger) or to not tender shares of Company Common Stock into the Offer, or (D) support, recommend, endorse or recommend approve, or propose to support, recommend, endorse or approve, any Acquisition Proposal, (iv) withdraw Company Takeover Proposal or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document document, agreement, commitment or any contract agreement or commitment contemplating or otherwise in principle relating to any Acquisition Proposal or transaction contemplated thereby. The facilitating a Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Takeover Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with foregoing notwithstanding, no announcement or disclosure made by, nor any action taken by, the Company in connection with its consideration Board of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf Directors of the Company (including, without limitation, a Company Adverse Recommendation Change) shall be deemed to be a breach of this Section 4.6 by any such Stockholder or any Affiliate that serves as a director of its Subsidiariesthe Company so long as such announcement, as disclosure or action does not constitute a breach of the case may beMerger Agreement by the Company or a breach for which the Company was responsible for preventing.

No Solicitation. The (a) From and after the date hereof until the Acceptance Time, the Company agrees that neither it nor any of shall not, and shall cause its Subsidiaries nor any of and the officers and directors of it or its Subsidiaries shallCompany Representatives not to, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly: (i) initiate, solicit or initiateknowingly take any action to facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or knowingly facilitate, encourage or induce, any inquiry with respect may reasonably be expected to lead to, or the making, submission or announcement of, any an Acquisition Proposal, (ii) subject to Section 5.3(c), participate or engage in any discussions or negotiations withwith respect thereto, (ii) approve or recommend, or furnish any nonpublic information (x) publicly propose to any Person that has made approve or recommend, an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities)Proposal, (iii) approvewithdraw (or change, endorse amend, modify or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation qualify in a manner adverse to Parent or the Purchaser), or propose publicly to withdraw (except or change, amend, modify or qualify, in a manner adverse to Parent or the extent specifically permitted pursuant Purchaser), or otherwise make any statement or proposal inconsistent with, the Company Board Recommendation (any action or failure to Section 5.3(d)act set forth in the foregoing clauses (ii) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)iii), a “Change of Board Recommendation”), or (iv) enter into any merger agreement, letter of intent or similar document or any contract intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or commitment contemplating or otherwise other similar Contract relating to any an Acquisition Proposal or transaction enter into any Contract or agreement in principle that is intended or would reasonably be expected to lead to an Acquisition Proposal or that would reasonably be expected to cause the Company to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated therebyhereby. The Company shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted prior to the execution of this Agreement by the Company, its Subsidiaries will immediately cease or any and all existing activities, discussions or negotiations with any third parties conducted heretofore of the Company Representatives with respect to any Acquisition Proposal. The Company agrees that it will promptly request each Person that has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal and cause to return be returned or destroy destroyed all confidential information heretofore furnished to such Person provided by or on behalf of the Company or any of its Subsidiaries, as Subsidiaries to such Person to the case may beextent that the Company is entitled to have such documents returned or destroyed.

No Solicitation. The (a) Until the earlier of (i) the Closing, or (ii) the date of termination of this Agreement pursuant to the provisions of Section 10.1 hereof, neither the Company agrees that neither it nor any of its Subsidiaries Company Stockholder shall, nor shall the Company or any Company Stockholder permit any of the officers and directors officers, directors, members, employees, shareholders, agents, representatives or affiliates of it or its Subsidiaries shallany Acquired Entity (each, and that it shall use all reasonable efforts to cause its and its Subsidiaries’ Employeesa “Company Representative”) to, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly, take any of the following actions with any party other than Parent and its designees: (iA) solicit or solicit, initiate, participate or knowingly facilitate, encourage any negotiations or induce, any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information (x) to any Person that has made an Acquisition Proposal or (y) to any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) approve, endorse or recommend any Acquisition Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will promptly request each offer or proposal to acquire all or any portion of any Acquired Entity’s business or properties, or any equity interest in any Acquired Entity, including shares of capital stock, or any rights to acquire any shares of capital stock or other equity interests in such Acquired Entity, regardless of the form of transaction (a “Competing Transaction”), or effect any such transaction, (B) disclose any information to any Person that has entered concerning the business or properties of any Acquired Entity, or afford to any Person access to the Company’s properties, books or records other than in the ordinary course of business, (C) assist or cooperate with any Person to make any proposal regarding a Competing Transaction, or (D) enter into a confidentiality any agreement with any Person providing for a Competing Transaction. In the event that the Company, any Company Stockholder or any Company Representative shall receive, prior to the Closing or the termination of this Agreement in connection accordance with its consideration Section 10.1 hereof, any offer, proposal, or request, directly or indirectly, of an Acquisition Proposal to return the type referenced in clause (A), (C) or destroy (D) above, or any request for disclosure or access as referenced in clause (B) above, the Company, Company Stockholder or such Company Representative, as applicable, shall, or shall cause the Company, such Company Stockholder or such Company Representative to, immediately (i) terminate, suspend or otherwise discontinue any and all confidential information heretofore furnished discussions or other negotiations with such Person with regard to such Person by offers, proposals, or on behalf requests and (ii) notify Parent thereof, including information as to the identity of the Company Person making any such offer or any proposal and the specific terms of its Subsidiariessuch offer or proposal, as the case may be, and such other information related thereto as Parent may reasonably request, including, but not limited to a copy thereof or a summary of the principal terms of any such inquiry, offer or proposal that is not in writing.