Common use of No Solicitation Clause in Contracts

No Solicitation. In consideration of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration (a) The Stockholder hereby agrees that during the term of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or except as permitted by Section 5.4(b), it shall not, and shall use its reasonable best efforts to ensure that any of their respective its Affiliates on the one hand nor Acquiroror Representatives do not, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, knowingly encourage or encourage facilitate (including by way of furnishing non-public information) the submission of inquiriesan Acquisition Proposal or any proposal, proposals offer or offers from inquiry that may reasonably be expected to lead to an Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide any Person non-public information or entity data to, any person (other than Parent or any of its affiliates or representatives) relating to any acquisition or purchase of assets of Acquisition Proposal or any equity interest proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the other party rules of the SEC) or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale powers of a substantial amount of assets or sale of securities, liquidation, dissolution attorney or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposalrights to vote, or furnish seek to advise or influence any other Person or entity any information with respect to the businessvoting of, properties or assets any shares of the other party or its Affiliates Company Stock in connection with any vote or other action on any of the Section 3.1(a) Matters, other than to recommend that stockholders of the Company vote in favor of the adoption of the Merger Agreement and as otherwise expressly provided in this Agreement or to otherwise vote or consent with respect to Covered Shares in a Transaction manner that would not violate Section 3.1, (iv) vote, approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any letter of intent, memorandum of understanding, agreement, option agreement or other agreement relating to an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal; , or (cv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person agree to do or seek a Transaction Proposal; providedany of the foregoing. The Stockholder hereby agrees immediately to cease and cause to be terminated all existing solicitations, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made any Person with respect to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an unsolicited Transaction Acquisition Proposal, but, in each case referred to in and will inform its Affiliates and Representatives of the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required obligations undertaken by the board of directors of Acquiror in the exercise of its fiduciary duties Stockholder pursuant to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon including this Section 5.4(a). If any of the other party's satisfaction Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted to take under this Section 5.4, it shall be deemed to be a breach of any obligation owing this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the terminating partycontrary, no action taken by the foregoing provision Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of no force or effectthis Section 5.4(a).

No Solicitation. In consideration (a) Except as set forth in Section 6.7(b), none of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or Company nor any of their its Subsidiaries shall, and each of them shall cause its respective Affiliates on the one hand nor Acquirorofficers, Sub or Acquiror Shareholder on the directors, employees, agents, investment bankers, financial advisors, attorneys, accountants and other handretained representatives (each a “Representative”) not to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: indirectly (i) solicit, initiate initiate, encourage, knowingly facilitate (including by way of providing information) or encourage induce any inquiry, proposal or offer with respect to, or the submission of inquiriesmaking or completion of, proposals any Acquisition Proposal, or offers from any Person inquiry, proposal or entity relating offer that is reasonably likely to lead to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer Acquisition Proposal, (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bii) enter into into, continue or otherwise participate in any discussions or negotiations regarding a Transaction Proposalregarding, or furnish to any other Person or entity “group” (as such term is defined in Section 13(d) under the Exchange Act) any confidential or nonpublic information with respect to or in connection with, an Acquisition Proposal, (iii) take any other action to knowingly facilitate any inquiries or the businessmaking of any proposal that constitutes or may reasonably be expected to lead to an Acquisition Proposal, properties (iv) approve, endorse or assets recommend, or propose to approve, endorse or recommend any Acquisition Proposal or any agreement related thereto, (v) enter into any agreement contemplating or otherwise relating to any Acquisition Transaction or Acquisition Proposal (other than any confidentiality agreement required by Section 6.7(b)), (vi) enter into any agreement or agreement in principle requiring, directly or indirectly, Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (vii) propose or agree to do any of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration of (a) Each Stockholder hereby covenants and agrees that, from and after the substantial expenditure of timedate hereof until the Termination Date, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions except as expressly contemplated by this Proxy and Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquirorsuch Stockholder shall not, Sub or Acquiror Shareholder on the other handand shall cause its Representatives not to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, propose or encourage induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of inquiriesinterest or proposal that constitutes, proposals or offers from is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or entity Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to any acquisition such Stockholder, its Covered Shares or purchase of assets of the Company or any equity interest in the of its Subsidiaries or afford to any Person or Group (other party than Acquiror, its Subsidiaries or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (btheir respective Representatives in their capacity as such) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect access to the business, properties properties, assets, books, records or assets other non-public information, or to any personnel, of the other party Company or any of its Affiliates Subsidiaries, in any such case in connection with a Transaction any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (cvi) otherwise cooperate in any way with, authorize or assist or participate in, facilitate or encourage any effort or attempt by any other Person commit to do or seek a Transaction Proposalany of the foregoing; provided, howeverthat, that notwithstanding anything to the foregoing contrary in the foregoing, nothing shall not prohibit Acquiror any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) furnishing information concerning Acquiror and its businesses, properties participating or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposalwith; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, butor (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case referred to in the foregoing clauses (x) and (y)case, only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is Group or their respective Representatives that has made. Notwithstanding , renewed or delivered to the foregoingCompany a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either party terminates this Agreement, upon constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the other party's satisfaction of Merger Agreement and agrees not to facilitate or participate in any obligation owing to the terminating party, the foregoing provision shall be of no force or effectactions prohibited thereby.

No Solicitation. In consideration (a) The Company agrees that, from the date hereof through the earlier of the substantial expenditure Closing or the termination of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquirorit shall not, Sub or Acquiror Shareholder on the other handand it shall direct its representatives not to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) initiate, solicit, initiate knowingly encourage or encourage the submission of knowingly facilitate any inquiries, proposals or offers from any Person with respect to, or entity relating to any acquisition the making or purchase of assets of completion of, an Alternative Proposal or any equity interest in the other party inquiry, proposal or any Affiliate thereof or any tender offer that is reasonably likely to lead to an Alternative Proposal, (including a self-tender offer)ii) engage, exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into continue or participate in any negotiations concerning, or provide or cause to be provided any non-public information or data relating to the Company in connection with, or have any discussions (other than to state that they are not permitted to have discussions and to refer to this Agreement) with any Person relating to, or negotiations regarding a Transaction that is reasonably likely to lead to, an Alternative Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Proposal, (iv) execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Alternative Proposal, or furnish (v) resolve to propose or agree to do any other Person or entity any information with respect of the foregoing. The Company further agrees that, (A) at the Closing, it shall submit a request to the business, properties or assets Securities and Exchange Commission (the “SEC”) requesting that the SEC consent to the immediate withdrawal of the other party or its Affiliates Form S-1 together with all exhibits and amendments thereto and (B) from the date hereof, it shall not take any action (including without limitation any preparation in connection with a Transaction Proposal; therewith and any filing in furtherance thereof) to register itself or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to securities under the stockholders Securities Act of Acquiror. Each party shall promptly notify 1933 or the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction Securities Exchange Act of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect1934.

No Solicitation. In consideration The Shareholder hereby agrees that during the term of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey he shall not, and he shall instruct and use his reasonable best efforts to cause his controlled Affiliates and Representatives not to: (i) initiate, solicit, seek, encourage or knowingly facilitate any inquiries or the making of their respective Affiliates on the one hand nor Acquirorany proposal or offer that constitutes, Sub or Acquiror Shareholder on the other handcould reasonably be expected to lead to, willany Alternative Proposal, prior to the Closing (ii) make or participate in, directly or indirectly, through any officera “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, director, agent or otherwise: (i) solicit, initiate seek to advise or encourage the submission of inquiries, proposals or offers from influence any Person with respect to the voting of, any Shares in connection with any vote or entity relating other action on any of the Section 2.1(b) Matters, other than to recommend that the holders of Shares vote in favor of the approval of the Merger Agreement, (iii) furnish any information regarding the Company or any of the Company Subsidiaries to any acquisition Person (other than Parent and Parent’s or purchase of assets of the Company’s Representatives acting in their capacity as such) in connection with or in response to an Alternative Proposal or any equity interest in the other party proposal, inquiry or any Affiliate thereof offer that could reasonably be expected to lead to an Alternative Proposal, (iv) engage in, continue or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or otherwise participate in any discussions or negotiations regarding a Transaction regarding, or provide any non-public information or data to any Person relating to, any Alternative Proposal, (v) approve, endorse, submit for the consideration of the holders of Shares or furnish recommend any Alternative Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Alternative Proposal, (vi) make or authorize any other Person public statement, recommendation or entity solicitation in support of any information Alternative Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Alternative Proposal, (vii) enter into any letter of intent or agreement in principle or any Contract providing for, relating to or in connection with any Alternative Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Alternative Proposal or (viii) otherwise facilitate knowingly any effort or attempt to make an Alternative Proposal, in each case except to the extent that at such time the Company is permitted to take such action pursuant to the Merger Agreement (but subject to the same restrictions applicable to the Company with respect to the businesstaking of such action under the Merger Agreement). Immediately following the execution hereof, properties or assets of the other party or its Shareholder shall, and shall instruct and use his reasonable best efforts to cause his controlled Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way withand Representatives to, or assist or participate inimmediately cease all existing activities, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction any Person conducted heretofore with respect to any Alternative Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any proposal, inquiry or contact with any Person or entity offer that could reasonably be expected to lead to an Acquisition Proposal. For avoidance of doubt, the Shareholder shall have no obligation with respect thereto is made. Notwithstanding to and shall have no responsibility hereunder with respect to any action taken or omission by the foregoing, if either party terminates this Agreement, upon Company or any of the other party's satisfaction Company Subsidiaries or any of any obligation owing to the terminating party, the foregoing provision shall be of no force or effecttheir respective Representatives.

No Solicitation. In consideration of the substantial expenditure of timeSuch Stockholder shall not, effort and money to be undertaken by Acquiror shall cause its Affiliates and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of its and their respective Affiliates on the one hand nor Acquirordirectors, Sub or Acquiror Shareholder on the other handofficers, willemployees and Representatives not to, prior to the Closing and shall not publicly announce any intention to, directly or indirectly, through any officer, director, agent or otherwise: indirectly (ia) solicit, initiate initiate, facilitate or knowingly encourage (including by way of providing information) the submission or announcement of any inquiries, proposals or offers from any Person that constitute or entity relating may reasonably be expected to lead to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer)Takeover Proposal, exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into provide any non-public information concerning the Company or participate any of its Subsidiaries related to, or to any person or group (or any Representative thereof) who may reasonably be expected to make, any Takeover Proposal or any inquiry or proposal relating thereto, (c) engage in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the businessany inquiry, properties proposal or assets of the other party offer that constitutes or its Affiliates in connection with may reasonably be expected to lead to a Transaction Takeover Proposal; , (d) approve, support, adopt, endorse or recommend any Takeover Proposal or any Acquisition Agreement relating thereto, (ce) otherwise cooperate in any way with, with or assist or participate in, facilitate or encourage knowingly facilitate, any effort such inquiries, proposals, offers, discussions or attempt by any other Person negotiations or (f) resolve or agree to do or seek a Transaction Proposal; providedany of the foregoing. Such Stockholder shall, however, that the foregoing and shall not prohibit Acquiror from (x) furnishing information concerning Acquiror cause each of its Representative and Affiliates and its businessesand their respective directors, properties or assets pursuant officers and employees to, immediately cease and cause to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in be terminated all existing discussions or negotiations with a third party who has made an unsolicited Transaction any person or group conducted heretofore with respect to any Takeover Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing proposal that may reasonably be expected to the terminating party, the foregoing provision shall be of no force or effectlead to a Takeover Proposal.

No Solicitation. In consideration of the substantial expenditure of timeSubject to Section 9, effort Securityholder shall not, and money shall cause its Subsidiaries not to, and shall use its reasonable best efforts to be undertaken by Acquiror cause its Affiliates and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing Representatives not to: (a) directly or indirectly, through any officer, director, agent or otherwise: (i) indirectly solicit, initiate seek, initiate, knowingly encourage, or encourage knowingly facilitate any inquiries regarding, or the making of, any submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale announcement of a substantial amount of assets proposal or sale of securitiesoffer that constitutes, liquidationor is reasonably likely to lead to, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction any Parent Acquisition Proposal"); (b) enter into directly or indirectly engage in, continue, or otherwise participate in any discussions or negotiations regarding a Transaction Proposalregarding, or furnish or afford access to any other Person or entity any information in connection with or for the purpose of encouraging or facilitating, any proposal or offer that constitutes, or is reasonably likely to lead to, any Parent Acquisition Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to a Parent Acquisition Proposal; (d) solicit proxies with respect to a Parent Acquisition Proposal (other than the businessTransactions and the Merger Agreement) or otherwise encourage or assist any Person in taking or planning any action that is reasonably likely to compete with, properties restrain, or assets otherwise serve to interfere with or inhibit the timely consummation of the other party or its Affiliates Transactions in connection accordance with a Transaction Proposalthe terms of the Merger Agreement; or (ce) otherwise cooperate in any way withinitiate a shareholders’ vote of Parent’s shareholders with respect to a Parent Acquisition Proposal. Notwithstanding the foregoing, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from Securityholder may (x) furnishing information concerning Acquiror and may permit its Affiliates and its businesses, properties and its Affiliates’ Representatives to) participate in discussions and negotiations with any Person making a Parent Acquisition Proposal (or assets pursuant its Representatives) with respect to an appropriate confidentiality agreement such Parent Acquisition Proposal if: (i) Parent is permitted to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging engage in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, such Person in each case referred to in accordance with Section 6.04 of the foregoing clauses (x) Merger Agreement; and (y), only ii) Securityholder’s negotiations and discussions are in conjunction with and ancillary to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with Parent’s discussions and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectnegotiations.

No Solicitation. In consideration (a) Prior to the Expiration Date, each Stockholder (in its, his or her capacity as a stockholder of the substantial expenditure Company) shall not, shall cause each of timeits, effort his or her controlled Affiliates and money its and their respective directors and officers to not, and shall not authorize, and shall use its reasonable best efforts to cause, its and its controlled Affiliates’ other Representatives to not, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that, in any such case, constitutes, or would reasonably be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreementexpected to lead to, neither MailKey an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior Representatives in their capacity as such) any non-public information relating to the Closing directly Company or indirectly, through any officer, director, agent of its Subsidiaries or otherwise: (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from afford to any Person or entity Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that, in any such case, constitutes or would reasonably be expected to lead to an Acquisition Proposal, (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons about making an offer, indication of interest or proposal relating to any acquisition or purchase an Acquisition Transaction (other than informing such Persons of assets of or any equity interest the provisions contained in the other party or any Affiliate thereof or any tender offer (including a self-tender offerthis Section 2.1(a)), exchange (iv) approve, endorse or recommend any offer, mergerinquiry, consolidationindication of interest or proposal that, business combinationin any such case, sale of a substantial amount of assets constitutes, or sale of securitieswould reasonably be expected to lead to, liquidationan Acquisition Proposal, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bv) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or participate other Contract (whether written or oral, binding or non-binding) relating to an Acquisition Transaction, (vi) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in connection with either the proposal to approve the Merger Agreement and the Merger or any Acquisition Proposal, (vii) initiate a stockholders’ vote with respect to an Acquisition Proposal, or (viii) become a member of a Group with respect to any voting securities of the Company with respect to an Acquisition Proposal (other than as a result of this Agreement) or (ix) authorize or commit to do any of the foregoing; provided that nothing herein shall prohibit any Stockholder or any of its, his or her controlled Affiliates or Representatives from participating in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties a possible stockholders’ consent or assets of the other party or its Affiliates voting agreement in connection with a Transaction Proposal; or (c) otherwise cooperate an Acquisition Proposal in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, the event that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror Company becomes, and its businessesonly while the Company is, properties or assets permitted to take such actions pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (ySection 5.3(b) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in Section 5.3(d) of the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity Merger Agreement with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectsuch Acquisition Proposal.

No Solicitation. In consideration (a) Subject to the provisions of this Section 5.3 set forth below, the substantial expenditure Company agrees that neither it nor any of timeits Subsidiaries shall, effort and money to be undertaken that it shall direct its and their respective officers, directors, employees, agents and representatives, including any investment banker, attorney or accountant retained by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey it or any of their respective Affiliates on the one hand nor Acquirorits Subsidiaries (“Representative”) not to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, knowingly encourage (including by providing information) or encourage the submission of facilitate any inquiries, proposals or offers from with respect to, or the making or completion of, any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer Alternative Proposal, (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bii) enter into engage or participate in any negotiations regarding, or provide or cause to be provided any non-public information or data relating to the Company or any of its Subsidiaries in connection with, or have any discussions with any Person relating to, an actual or negotiations regarding a Transaction proposed Alternative Proposal, or furnish to any other Person otherwise knowingly encourage or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by to make or implement an Alternative Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Proposal, (iv) approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other Person similar agreement relating to do any Alternative Proposal, (v) amend, terminate, waive or seek a Transaction Proposal; fail to enforce, or grant any consent under, any confidentiality, standstill or similar agreement (provided, however, that the foregoing Company shall not prohibit Acquiror from be permitted to waive any such agreement to permit the counterparty thereto to make a non-public offer or proposal to the Board of Directors (xor Special Committee) furnishing information concerning Acquiror and its businesses, properties or assets pursuant of the Company with respect to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Alternative Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to except that references in the foregoing clauses (x) and (ydefinition thereof to “20%” shall be deemed to be references to “50%” for purposes of this proviso), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror). Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding Without limiting the foregoing, if either party terminates this Agreement, upon the other party's satisfaction it is understood that any violation of any obligation owing to the terminating party, the foregoing provision 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 no force or effectthis Section 5.3 by the Company.

No Solicitation. In consideration (a) From and after the date of this Agreement until the substantial expenditure of timeTermination Date, effort except as provided in Section 1.2(b) or Section 5.2, the Stockholder will not, and money to be undertaken by Acquiror will cause its [Subsidiaries and MailKey in connection with the transactions contemplated by this Agreementits and their respective] Representatives not to, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, or knowingly encourage or knowingly induce or knowingly facilitate the making, submission or announcement of inquiriesany inquiries or the making of any proposal or offer constituting, proposals related to or offers from that would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any non-public information regarding any of the Acquired Companies to any Person (other than Parent and Parent’s or entity relating to any acquisition or purchase of assets of or any equity interest the Company’s Representatives acting in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (btheir capacity as such) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant response to an appropriate confidentiality agreement Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to a third party who has made lead to an unsolicited Transaction Proposal and/or Acquisition Proposal, (yiii) engaging engage in discussions or negotiations with a third party who has made any Person with respect to any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an unsolicited Transaction Acquisition Proposal (other than to state that they currently are not permitted to have discussions), (iv) approve, endorse or recommend any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal, but(v) make or authorize any public statement, recommendation or solicitation in each case referred support of any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal or (vi) enter into any letter of intent or agreement in the foregoing clauses (xprinciple or any Contract providing for, relating to or in connection with any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal. The Stockholder agrees that any breach of this Section 1.2(a) and (y), only to the extent that the board by any [Subsidiary or any] of directors its [or their respective] Representatives shall constitute a breach of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required this Section 1.2(a) by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectStockholder.

No Solicitation. In consideration of the substantial expenditure of time(a) SXE and SXE GP shall, effort and money SXE shall cause its Subsidiaries and use reasonable best efforts to cause SXE’s and its Subsidiaries’ respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, “Representatives”) to, immediately cease and cause to be undertaken terminated any discussions or negotiations with any Person conducted heretofore with respect to a SXE Alternative Proposal, request the return or destruction of all confidential information previously provided to such parties by Acquiror or on behalf of SXE or its Subsidiaries and MailKey in connection with the transactions contemplated immediately prohibit any access by any Person (other than AMID and its Representatives) to any physical or electronic data room relating to a possible SXE Alternative Proposal. Except as permitted by this AgreementSection 5.3, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror(x) SXE and SXE GP shall not, Sub or Acquiror Shareholder on the other handand SXE shall cause its Subsidiaries and use reasonable best efforts to cause its Representatives not to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: indirectly (i) solicit, initiate initiate, knowingly facilitate, knowingly encourage (including by way of furnishing confidential information) or encourage knowingly induce or take any other action intended to lead to any inquiries or any proposals that constitute the submission of inquiriesa SXE Alternative Proposal, proposals or offers from (ii) grant approval to any Person or entity relating to any acquisition or purchase under clause (iii) of assets of or any equity interest the provision in the other party or any Affiliate thereof or any tender offer definition of “Outstanding” in the SXE Partnership Agreement, (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (biii) enter into any confidentiality agreement, merger agreement, letter of intent, agreement in principle, unit purchase agreement, asset purchase agreement or participate in any discussions unit exchange agreement, option agreement or negotiations regarding other similar agreement relating to a Transaction ProposalSXE Alternative Proposal or (iv) withdraw, modify or qualify, or furnish propose publicly to any other Person withdraw, modify or entity any information with respect qualify, in a manner adverse to AMID, the business, properties SXE Board Recommendation or assets of publicly recommend the other party approval or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way withadoption of, or assist publicly approve or participate inadopt, facilitate or encourage propose to publicly recommend, approve or adopt, any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror SXE Alternative Proposal and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with within ten business days of receipt of a third party who has made an unsolicited Transaction written request of AMID following the receipt by SXE of any SXE Alternative Proposal, butSXE shall publicly reconfirm the SXE Board Recommendation; provided that AMID shall not be permitted to make such request on more than one occasion in respect of each SXE Alternative Proposal and each material modification to a SXE Alternative Proposal, if any (the taking of any action described in each case clause (x)(iv) or the failure to take the action described in clause (y) being referred to in the foregoing clauses (x) and (yas an “SXE Adverse Recommendation Change”), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding Without limiting the foregoing, if either party terminates this Agreement, upon the other party's satisfaction it is understood that any violation of any obligation owing to the terminating party, the foregoing provision restrictions by SXE’s Subsidiaries or Representatives shall be deemed to be a breach of no force or effectthis Section 5.3 by SXE unless such violation is committed without the Knowledge of SXE and SXE uses its reasonable best efforts to promptly cure such violation once SXE is made aware of such violation.

No Solicitation. In consideration From the date of this Agreement until the substantial expenditure of timeExpiration Time, effort subject to Section 10, each Stockholder shall not, and money shall cause its Subsidiaries (if any) not to, and shall use it reasonable best efforts to be undertaken by Acquiror cause its controlled Affiliates (if any) and MailKey in connection with the transactions contemplated by this AgreementRepresentatives not to, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (ia) solicit, initiate or knowingly encourage or knowingly facilitate any inquiry regarding, or the making or submission of inquiriesany proposal, proposals offer or offers from any Person indication of interest that constitutes, or entity relating would reasonably be expected to any acquisition lead to, or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including result in, a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Company Alternative Proposal"); (b) enter into engage in, knowingly encourage, continue or otherwise participate in any discussions or negotiations with any Person other than the Parent, Merger Sub, the Company and their respective Affiliates and Representatives (any such Person a “Third Party”) regarding a Transaction ProposalCompany Alternative Proposal or any inquiry, proposal, offer or indication of interest that would reasonably be expected to lead to, or result in, a Company Alternative Proposal; (c) furnish to any Third Party any nonpublic information relating to the Company or its Subsidiaries in connection with or for the purpose of facilitating a Company Alternative Proposal or any inquiry, proposal, offer or indication of interest that would reasonably be expected to lead to, or result in, a Company Alternative Proposal; (d) recommend or enter into any other Person letter of intent, memorandum of understandings, agreement in principle, option agreement, acquisition agreement, merger agreement, joint venture agreement, partnership agreement or entity any information other similar agreement with respect to a Company Alternative Proposal (except for confidentiality agreements permitted thereunder); (e) solicit proxies with respect to a Company Alternative Proposal (other than the businessMerger and the Merger Agreement) or otherwise knowingly encourage or assist any Person in taking or planning any action that could reasonably be expected to compete with, properties restrain, or assets otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; (f) knowingly encourage or recommend any other party holder of Company Common Stock to not adopt the Merger Agreement or its Affiliates in connection approve the transactions contemplated by the Merger Agreement, including the Merger, or make any public statement approving or recommending a Company Alternative Proposal; (g) initiate a stockholders’ vote or action by written consent of the Company’s stockholders with respect to a Transaction Company Alternative Proposal; or (ch) approve, authorize or agree to do any of the foregoing or otherwise cooperate in any way with, or assist or participate in, knowingly facilitate or encourage any effort or attempt by any other Person to do or seek make a Transaction Company Alternative Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration (a) The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Third Person and its Representatives concerning any Acquisition Proposal or discussion that could lead to an Acquisition Proposal, cease providing any further information with respect to the Company, its Subsidiaries or any Acquisition Proposal to any such Third Person or its Representatives, terminate access for any such Third Persons and their Representatives to any physical or electronic data room, and request that any such Third Person and its Representatives in possession of confidential information about the Company or its Subsidiaries that was furnished by or on behalf of the substantial expenditure of time, effort and money Company to be undertaken by Acquiror and MailKey such Persons in connection with such activities, discussions or negotiations return or destroy all such information in accordance with any confidentiality agreement or similar agreement between the transactions contemplated by Company and such Third Person. From and after the date of this Agreement, neither MailKey except as expressly permitted by this Section 6.5, the Company and its Subsidiaries shall not (and the Company shall direct its and their respective Representatives not to), directly or indirectly, (i) solicit, request, initiate or knowingly facilitate or encourage (including by way of furnishing or disclosing information) any proposal, offer or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal, or take any other action to facilitate or initiate the making of any Acquisition Proposal, (ii) enter into, continue or otherwise participate in discussions or negotiations with, furnish or make available any information, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, any Third Person in connection with any Acquisition Proposal or any proposal, offer or inquiry that could reasonably be expected to lead to, an Acquisition Proposal, (iii) amend or grant any waiver or release under or fail to enforce any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, unless the Company Board after considering advice from outside legal counsel to the Company that the failure to waive or release or fail to enforce such provision would reasonably be expected to be inconsistent with its fiduciary duties under applicable Laws of the State of Delaware, (iv) approve any Third Person becoming an “interested stockholder” under Section 203 of the DGCL, (v) enter into any agreement in principle, memorandum of understanding, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar Contract relating to an Acquisition Proposal (other than the confidentiality agreements permitted under Section 6.5(b)(iii)) (each, an “Acquisition Agreement”) or (vi) propose publicly to do any of the foregoing. Nothing in this Section 6.5 shall prohibit the Company, its Subsidiaries and its and their respective Representatives from informing any Person of the existence of the provisions contained in this Section 6.5 or clarifying the terms and conditions thereof. It is understood that any violation of the restrictions on the Company set forth in this Section 6.5 by any Subsidiary of the Company or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate or encourage the submission Representatives shall be deemed a breach of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required this Section 6.5 by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectCompany.

No Solicitation. In consideration of the substantial expenditure of timeParent Stockholder will not, effort and money to be undertaken by Acquiror will cause its Representatives not to, and MailKey in connection with the transactions contemplated by this Agreementwill not announce any intention to, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectlyindirectly (A) initiate, through solicit or knowingly encourage or knowingly facilitate any officerinquiries, director, agent or otherwise: (i) solicit, initiate or encourage the submission expressions of inquiriesinterest, proposals or offers from any Person that constitute or entity relating would reasonably be expected to any acquisition lead to an Acquisition Proposal, (B) engage in or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or otherwise participate in any discussions or negotiations regarding a Transaction an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal, or furnish (C) provide (including through access to any other data room) any non-public information to any Person relating to the Company or entity the Parent, or any information of their respective Subsidiaries with respect to an Acquisition Proposal or that the businessCompany or Parent reasonably expects would be used for the purposes of formulating an Acquisition Proposal, properties (D) enter into any agreement, letter of intent, memorandum of understanding, agreement in principle or assets Contract with respect to any Acquisition Proposal, (E) submit any Acquisition Proposal or any matter related thereto to the vote of the other party stockholders of the Company or its Affiliates in connection with a Transaction Proposal; the Parent, or (cF) otherwise cooperate in any way withresolve or agree or publicly propose to, or assist permit the Parent or participate inany of its Subsidiaries or any of its or their Representatives to resolve or agree or publicly propose to take any of the actions referred to in clauses (A) - (E). Notwithstanding anything in this Agreement to the contrary, facilitate Parent Stockholder, directly or encourage indirectly through one or more of its Representatives, may engage in the actions referred to in clauses (A)-(E) of this Section 8 with any effort or attempt by any other Person if the Parent is permitted to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets engage in such actions with such Person pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, butSection 7.9 of the Merger Agreement, in each case referred to in the foregoing clauses (x) and (y), only subject to the extent that restrictions and limitations set forth in Section 7.9 of the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Merger Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration (a) The Company represents and warrants to, and covenants and agrees with, Parent and the Purchaser that neither the Company nor any of the substantial expenditure of timeSubsidiaries has any agreement, effort and money to be undertaken by Acquiror and MailKey in connection arrangement or understanding with the transactions contemplated by this Agreementany potential acquiror that, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through would be violated, or require any officerpayments, directorby reason of the execution, agent delivery and/or consummation of this Agreement. The Company shall, and shall cause the Subsidiaries and its and their officers, directors, employees, investment bankers, attorneys and other agents and representatives to, immediately cease any existing discussions or otherwise: negotiations with any person other than Parent or the Purchaser (ia "Third Party") heretofore conducted with respect to any Acquisition Transaction (as hereinafter defined). The Company and the Board of Directors of the Company shall not, and the Company shall cause the Subsidiaries and its and their respective officers, directors, employees, investment bankers, attorneys and other agents and representatives not to, directly or indirectly, (w) withdraw or modify (or resolve to withdraw or modify) in a manner adverse to Parent the approval or recommendation of the Board of Directors of the Company of this Agreement or any of the transactions contemplated hereby or recommend (or resolve to recommend) an Acquisition Transaction with a Third Party to the Shareholders, (x) solicit, initiate initiate, continue, facilitate or encourage the submission (including by way of furnishing or disclosing non-public information) any inquiries, proposals or offers from any Person Third Party with respect to, or entity relating that could reasonably be expected to lead to, any acquisition or purchase of a material portion of the assets of or any business of, or a 15% or more voting equity interest in the other party or any Affiliate thereof or any tender offer (including by way of a self-tender offer), exchange offeror any amalgamation, merger, consolidationconsolidation or business combination with, business combinationor any recapitalization or restructuring, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or any similar transaction involving involving, the other party Company or its Affiliates any of the Subsidiaries (a the foregoing being referred to collectively as an "Transaction ProposalAcquisition Transaction"); , or (by) enter into negotiate, explore or participate otherwise communicate in any discussions or negotiations regarding a Transaction Proposal, or furnish to way with any other Person or entity any information Third Party with respect to any Acquisition Transaction or enter into, approve or recommend any agreement, arrangement or understanding requiring the businessCompany to abandon, properties terminate or fail to consummate the Offer and/or the Merger or any other transaction contemplated hereby. Notwithstanding anything to the contrary in the foregoing, the Company may, prior to the purchase of Shares pursuant to the Offer, in response to an unsolicited written proposal with respect to an Acquisition Transaction involving the acquisition of all of the Shares (or all or substantially all of the assets of the other party Company and the Subsidiaries) from a Third Party or its Affiliates in connection response to an unsolicited all cash tender offer for any and all Shares (i) furnish or disclose non-public information to such Third Party, (ii) negotiate, discuss or otherwise communicate with such Third Party and (iii) in the case of an unsolicited all cash tender offer for any and all Shares, withdraw or modify (or resolve to 22 26 withdraw or modify) in a manner adverse to Parent the approval or recommendation of this Agreement and the transactions contemplated hereby or recommend (or resolve to recommend) an Acquisition Transaction with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person Third Party to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, butShareholders, in each case referred to in only if the foregoing clauses (x) and (y), only to Board of Directors of the extent that the board of directors of Acquiror shall have concluded Company determines in good faith, : (1) (after consulting consultation with and considering the advise of outside counsel, Jannxx Xxxtxxxxxx Xxxxx Xxx.) that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or such unsolicited all cash tender offer, as the case may be, is more favorable to the Shareholders from a financial point of view than the transaction contemplated hereby (including any adjustment to the terms and conditions proposed by Parent and the Purchaser in response to such proposal or such unsolicited all cash tender offer, as the case may be), (2) (after consultation with Jannxx Xxxtxxxxxx Xxxxx Xxx.) that sufficient financing is obtainable with respect to such proposal or such unsolicited all cash tender offer, as the case may be, such that the proposed Acquisition Transaction will be consummated without material delay and (3) that the proposed Acquisition Transaction (including, if applicable, such an unsolicited all cash tender offer) is not subject to any regulatory approvals that could reasonably be expected to prevent or materially delay its consummation (a proposal with respect to an Acquisition Transaction (including, if applicable, such an unsolicited all cash tender offer) meeting the requirements of clauses (1) through (3) is referred to herein as a "Superior Proposal"). Prior to furnishing or disclosing any non-public information to, or entering into negotiations, discussions or other communications with, such Third Party, the Company shall receive from such Third Party an executed confidentiality agreement with terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement between the Company and Parent (the "Confidentiality Agreement"), but which confidentiality agreement shall not provide for any exclusive right to negotiate with the Company or any inquiry or contact payments by the Company. The Company shall provide to Parent copies of all such non-public information delivered to such Third Party concurrently with any Person or entity with respect thereto is madesuch delivery. Notwithstanding the foregoing, the Company and the Board of Directors of the Company shall not, and the Company shall cause its affiliates not to, withdraw or modify (or resolve to withdraw or modify) in a manner adverse to Parent the approval or recommendation of this Agreement or any of the transactions contemplated hereby, or recommend (or resolve to recommend) an Acquisition Transaction with a Third Party to the Shareholders or enter into a definitive agreement with respect to a Superior Proposal unless (w) the Company has given Parent three business days' notice of the intention of the Board of Directors to withdraw or modify (or resolve to withdraw or modify) in a manner adverse to Parent the approval or recommendation of this Agreement or any of the transactions contemplated hereby, or recommend (or resolve to recommend) an Acquisition Transaction with a Third Party to the Shareholders or the intention of the Company to enter into such definitive agreement, as the case may be, (x) if either party Parent makes a counter-proposal within such three business day period, the Board of Directors of the Company shall have determined, in light of any such counter-proposal, that the Third Party Acquisition Transaction proposal is still a Superior Proposal, (y) the Company concurrently terminates this AgreementAgreement in accordance with the terms hereof and pays any Termination Fee (as defined) required under Section 8.03(b) and agrees to pay any other amounts required under such Section 8.03(b), upon and (z) with respect to a definitive agreement, such agreement permits the other party's satisfaction of any obligation owing Company to terminate it if it receives a Superior Proposal, such termination and related provisions to be on terms no less favorable to the terminating partyCompany, the foregoing provision shall be including as to fees and reimbursement of no force or effectexpenses, as those contained herein.

No Solicitation. In consideration of the substantial expenditure of time, effort (a) The Shareholder shall immediately cease and money cause to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreementterminated any solicitation, neither MailKey or any of their respective Affiliates on the one hand nor Acquirorencouragement, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction any Persons (other than Parent, the Purchaser and their respective affiliates and Representatives) that may be ongoing with respect to any Acquisition Proposal, butand shall take the necessary steps to promptly inform such Persons of the obligations set forth in this Section 4. At any time on or after the date hereof until the Expiration Date, the Shareholder will promptly (and in each case referred to in the foregoing clauses any event within 24 hours) provide Parent with a copy of (xor if made orally, a written description of) and (y)any inquiry, only to the extent expression of interest, proposal or offer that the board Shareholder receives in its capacity as a shareholder of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, Company that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties constitutes or would reasonably be expected to the stockholders of Acquiror. Each party shall promptly notify the other party if lead to an Acquisition Proposal (including any such proposal or offermaterial modification thereto), or any inquiry or contact with request for information that would reasonably be expected to lead to an Acquisition Proposal, that is received by the Shareholder in its capacity as a shareholder of the Company from any Person (other than Parent or entity with respect thereto is madethe Purchaser) after the date hereof including the identity of the Person from which such inquiry, expression of interest, proposal, offer or request for information was received and the material terms and conditions of such Acquisition Proposal (including any material modification thereto). Notwithstanding The Shareholder shall keep Parent promptly and reasonably informed of the foregoingstatus, if either party terminates this Agreementdetails, upon the other party's satisfaction terms and conditions (including all material amendments or proposed amendments) of any obligation owing such inquiry, expression of interest, proposal, offer or request for information, and promptly (and in any event within 24 hours) after receipt or delivery of any of the following, provide copies of all documents and written or electronic communications relating to any such inquiry, expression of interest, proposal, offer or request for information exchanged between the terminating partyShareholder and the Person from which such inquiry, expression of interest, proposal, offer or request for information was received (or such Person’s Representatives). This Section 4(a) shall not apply to any Acquisition Proposal received by the foregoing provision shall be of no force Company or effectany Person other than the Shareholder.

No Solicitation. In consideration of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, Each Company Stockholder agrees that neither MailKey or it nor any of their respective Affiliates on the one hand nor Acquirorits Affiliates, Sub directors, officers or Acquiror Shareholder on the other handemployees shall, willand that it shall use commercially reasonable best efforts to direct its Representatives not to, prior to the Closing directly or indirectly, through (a) initiate, solicit or knowingly encourage, knowingly induce or knowingly facilitate any officer, director, agent or otherwise: (i) solicit, initiate or encourage the submission of inquiries, proposals proposals, or offers from any Person which constitute, or entity relating could reasonably be expected to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including lead to, a self-tender offer)Competing Proposal, exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into conduct, participate or participate engage in any discussions or negotiations regarding a Transaction Proposal, or furnish to with any other Person or entity any information with respect to any inquiry, proposal, or offer which constitutes, or could reasonably be expected to lead to, a Competing Proposal, (c) furnish or provide any non-public information regarding the businessCompany or its Subsidiaries, properties or access to the properties, assets or employees of the other party Company or its Subsidiaries, to any Person (other than Parent and its Affiliates and Representatives) in connection with or in response to any inquiries, proposals, or offers which constitute, or could reasonably be expected to lead to, a Transaction Competing Proposal; , (d) enter into any letter of intent or agreement in principle, or other agreement providing for a Competing Proposal or (ce) otherwise cooperate resolve, agree or publicly propose to, or, through the voting of its Company Common Stock in the Company, permit the Company or any of its Subsidiaries to agree or publicly propose to take any of the actions referred to in clauses (a) – (d). Notwithstanding anything in this Agreement to the contrary, each Company Stockholder (and its respective Affiliates, directors, officers, employees and Representatives) may engage in any way with, or assist or participate in, facilitate or encourage of the activities restricted by the preceding provisions of this paragraph with any effort or attempt by any other Person person if the Company is permitted to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets engage in such activities with such person pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Section 7.05 of the Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, butAgreement, in each case referred to in the foregoing clauses (x) and (y), only subject to the extent that restrictions and limitations set forth in such Section 7.05 of the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Transaction Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration (a) Each of the substantial expenditure of timeGBDC 3 and GBDC shall, effort and money to be undertaken by Acquiror shall cause its respective Affiliates, Consolidated Subsidiaries, and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any its and 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 cause to be terminated any discussions or negotiations with any 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 immediate return or destruction (which destruction shall be certified in writing to GBDC 3 or GBDC, as applicable) of all confidential information previously furnished to any Person (other than GBDC 3, GBDC or their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior Representatives) with respect to any Takeover Proposal. Prior to the Closing directly or indirectlyEffective Time, through any officersubject to Section 7.7 in the case of GBDC 3 and Section 7.8 in the case of GBDC, directoreach of GBDC 3 and GBDC shall not, agent or otherwiseand shall cause its respective Affiliates, Consolidated Subsidiaries and its and their respective Representatives not to: (i) directly or indirectly solicit, initiate initiate, induce, encourage or encourage 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 implementation of inquiries, proposals any proposal or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets any proposal or sale of securities, liquidation, dissolution or similar transaction involving the other party or offer to its Affiliates (a "Transaction stockholders) with respect to any Takeover Proposal"); (bii) approve, publicly endorse or recommend or enter into any agreement, arrangement, discussions or understandings with respect to 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 regarding a Transaction Proposalregarding, or furnish or disclose to any Person (other Person than GBDC, GBDC 3 or entity 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 businessmaking of any proposal that constitutes, properties or assets could reasonably be expected to lead to, any Takeover Proposal; (iv) publicly propose or publicly announce an intention to take any of the other party or its Affiliates in connection with a Transaction Proposalforegoing actions; or (cv) otherwise cooperate in grant any way with(x) approval pursuant to any Takeover Statute to any Person (other than GBDC, GBDC 3 or assist their respective Affiliates) or participate inwith respect to any transaction (other than the Transactions) or (y) waiver or release under any standstill or any similar agreement with respect to equity securities of GBDC 3 or GBDC, facilitate unless failure to grant such waiver or encourage any effort release would be reasonably likely to be a breach of the standard of conduct applicable to the directors of GBDC 3 or attempt by any other Person to do or seek a Transaction ProposalGBDC, as applicable, under applicable Law; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding notwithstanding the foregoing, if either each party terminates (A) may inform Persons of the provisions contained in this Agreement, upon the other party's satisfaction Section 7.6 and (B) shall be permitted to grant a waiver of or terminate any “standstill” or similar obligation of any obligation owing third party with respect to the terminating partyequity securities of GBDC or GBDC 3, the foregoing provision shall be of no force or effectas applicable, in order to allow such third party to confidentially submit a Takeover Proposal.

No Solicitation. In consideration Each Stockholder shall not, and, if not an individual, shall cause its Controlled Affiliates and other Representatives not to, and shall not direct, knowingly encourage or instruct its Affiliates to, directly or indirectly, (a) initiate or continue any solicitation, knowing encouragement, facilitation of any inquiry, proposal or offer, or discussions or negotiations with any Persons with respect to a Takeover Proposal or (b) solicit, initiate or facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (c) knowingly encourage, direct or instruct any of its non-Controlled Affiliates to, become a member of a “group” (as defined under section 13(d) of the substantial expenditure Exchange Act) with respect to any Company securities (or rights therein or thereto) for the purpose of time, effort and money to be undertaken by Acquiror and MailKey in connection opposing or competing with or taking any actions inconsistent with the transactions contemplated by this the Merger Agreement, neither MailKey (d) engage in, continue or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or otherwise participate in any activities, discussions or negotiations regarding a Transaction Proposalregarding, or furnish to any other Person or entity any information in connection with or for the purpose of encouraging or facilitating, a Takeover Proposal or any proposal or offer that would reasonably be expected to lead to a Takeover Proposal, or (d) endorse, approve or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to a Takeover Proposal or any proposal or offer that would reasonably be expected to lead to a Takeover Proposal or to prevent such Stockholder from complying with its obligations under this section 3.4, or requiring or that would reasonably be expect to cause the businessCompany to abandon, properties terminate, delay or assets of the other party fail to consummate, or its Affiliates in connection that would otherwise reasonably impede, interfere with a Transaction Proposal; or (c) otherwise cooperate in any way be inconsistent with, the Offer or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectMerger.

No Solicitation. In consideration Except as provided in Section 5.3(c), each of NPS and Enzon agrees that neither it nor any of its Subsidiaries nor any of the substantial expenditure officers and directors of timeit or its Subsidiaries shall, effort and money that it shall use commercially reasonable efforts to be undertaken cause its and its Subsidiaries' Employees, agents and representatives (including any investment banker, attorney or accountant retained by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey it or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior its Subsidiaries) not to the Closing (and shall not authorize any of them to) directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, encourage, knowingly facilitate or encourage the submission of inquiries, proposals or offers from induce any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposalinquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal with respect to itself, (ii) furnish to any Person any nonpublic information or take any other Person action to facilitate any inquiries or entity the making of any information proposal that constitutes or could reasonably be expected to lead to, any Acquisition Proposal with respect to the businessitself, properties (iii) participate or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging engage in discussions or negotiations with any Person with respect to any Acquisition Proposal with respect to itself, or the making of any proposal that constitutes or could reasonably be expected to lead to any Acquisition Proposal with respect to itself, (iv) approve, endorse or recommend any Acquisition Proposal with respect to itself (except to the extent specifically permitted pursuant to the terms of Section 5.3(d) hereof), or (v) enter into any letter of intent, agreement in principal or similar agreement or any Contract contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby with respect to itself (other than a third party who has made an unsolicited Transaction Proposal, but, in each case confidentiality agreement referred to in Section 5.3(c)(i)). NPS and Enzon, as the foregoing clauses (x) case may be, and (y)their respective Subsidiaries will each immediately cease any and all existing activities, only discussions or negotiations with any third parties conducted heretofore with respect to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting any Acquisition Proposal with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties respect to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, itself or any inquiry or contact with any Person or entity transaction that could reasonably be expected to lead to an Acquisition Proposal with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectitself.

No Solicitation. In consideration of the substantial expenditure of timeSubject to Section 5.15, effort each Stockholder shall not, and, if not an individual, shall cause its controlled Affiliates not to, and money to be undertaken by Acquiror shall direct its other Representatives not to, and MailKey in connection with the transactions contemplated by this Agreementshall not direct, neither MailKey encourage or any of their respective instruct its Affiliates on the one hand nor Acquirorto, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) initiate or continue any solicitation, knowing encouragement, knowing facilitation, discussions or negotiations with any Persons with respect to a Takeover Proposal or (ii) solicit, initiate or knowingly facilitate or knowingly encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a self-tender offer)Takeover Proposal, exchange offer(iii) engage in, merger, consolidation, business combination, sale of a substantial amount of assets continue or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or otherwise participate in any activities, discussions or negotiations regarding a Transaction Proposalregarding, or furnish to any other Person or entity any information in connection with or for the purpose of knowingly encouraging or facilitating, a Takeover Proposal or any proposal or offer that could reasonably be expected to lead to a Takeover Proposal, or (iv) endorse, approve or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to a Takeover Proposal or any proposal or offer that could reasonably be expected to lead to a Takeover Proposal or to prevent such Stockholder from complying with its obligations under this Section 4.4, or requiring or that would reasonably be expect to cause the businessCompany to abandon, properties terminate, delay or assets of fail to consummate, or that would otherwise reasonably impede, interfere with or be inconsistent with, the other party Offer or the Merger. Notwithstanding anything to the contrary provided in this Agreement, each Stockholder and its Affiliates and Representatives shall not be prohibited from participating in any discussions or negotiations with respect to a possible tender and support, voting or similar agreement in connection with a Transaction Proposal; or (c) otherwise cooperate Takeover Proposal in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, the event that the foregoing shall not prohibit Acquiror from (xCompany is permitted to take the actions set forth in Section 5.4(b) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (ySection 5.4(e) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in of the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity Merger Agreement with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectsuch Takeover Proposal.

No Solicitation. In consideration (a) Subject to the other clauses of this Section 5.3, from and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement pursuant to Article 7, the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct and use commercially reasonable efforts to cause the Company Representatives (on behalf of the substantial expenditure of timeCompany or the Company Subsidiaries) not to, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) initiate, solicit, initiate knowingly facilitate (including by providing any non-public information concerning the Company or encourage any Company Subsidiary to any Person or group for the submission purpose of facilitating any inquiries, proposals or offers from any Person or entity relating to any acquisition Acquisition Proposal) or purchase knowingly encourage the submission or announcement of assets of any inquiries, proposals or offers relating to any equity interest in the other party Acquisition Proposal or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate engage in any discussions or negotiations regarding a Transaction with respect thereto (other than informing any Third Party of the existence of the provisions contained in this Section 5.3) (provided, that the Company may ascertain facts from any Person making an Acquisition Proposal for the purpose of the Company Board’s informing itself about such Acquisition Proposal and the Third Party making it), (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) withhold, withdraw or furnish rescind (or change or qualify, in a manner adverse to Parent or Merger Sub), or publicly propose to withhold, withdraw or rescind (or change or qualify, in a manner adverse to Parent or Merger Sub), the Company Board Recommendation, including the failure to include the Company Board Recommendation in the Proxy Statement/Prospectus, (iv) enter into any merger agreement, letter of intent or other similar agreement relating to any Acquisition Proposal or (v) resolve or agree to do any of the foregoing (any action set forth in the foregoing clause (ii), (iii) or (v) (to the extent related to the foregoing clause (ii) or (iii)), a “Change of Board Recommendation”). Subject to the other Person clauses of this Section 5.3, the Company shall, and shall cause the Company Subsidiaries and shall instruct and use commercially reasonable efforts to cause the Company Representatives to, (A) promptly (and, in any event, within 24 hours after the execution of this Agreement) cease any discussion or entity negotiation with any information Persons (other than Parent and its affiliates and representatives) conducted prior to the date hereof by the Company, the Company Subsidiaries or any of the Company Representatives with respect to any Acquisition Proposal, (B) promptly (and, in any event, within 24 hours after the businessexecution of this Agreement) terminate access by any Third Party to any physical or electronic data room relating to any Acquisition Proposal or any inquiry, properties proposal or assets offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (C) promptly (and in any event within seventy-two (72) hours after the date of this Agreement) request the other party prompt return or its Affiliates destruction of any confidential information provided to any Third Party within the twelve (12) months immediately preceding the date of this Agreement in connection with a Transaction Proposal; any Acquisition Proposal or (c) otherwise cooperate in any way withinquiry, proposal or assist offer that constitutes or participate in, facilitate or encourage any effort or attempt by any other Person may reasonably be expected to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant lead to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Acquisition Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposalit being understood that, butfor the avoidance of doubt, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required any contact by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, Company or any inquiry or contact Company Representative with any Person or entity with respect thereto is made. Notwithstanding in furtherance of the foregoingCompany’s obligations pursuant to this clause (C), if either party terminates this Agreement, upon such contact shall not violate the other party's satisfaction restrictions of this Section 5.3). Any material violations of the restrictions set forth in this Section 5.3 by any obligation owing to Company Subsidiary or any director or executive officer of the terminating party, the foregoing provision Company or any Company Subsidiary shall be deemed to be a material breach of no force or effectthis Section 5.3 by the Company.

No Solicitation. In consideration From the date hereof until the Effective Time, or, if earlier, the termination of this Agreement in accordance with Section 9.01, the substantial expenditure of timeCompany shall not, effort and money to be undertaken by Acquiror shall cause its Affiliates and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of its and their respective Affiliates on the one hand nor AcquirorRepresentatives not to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, knowingly facilitate or knowingly encourage the submission or announcement of any inquiries, proposals or offers from any Person that constitute or entity relating would reasonably be expected to lead to any acquisition or purchase of assets of Takeover Proposal, (ii) provide any non-public information concerning the Company or any equity interest in the other party of its Subsidiaries related to, or to any Affiliate thereof person or group who would reasonably be expected to make, any tender offer Takeover Proposal, (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (biii) enter into or participate engage in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the businessany inquiry, properties proposal or assets of the other party offer that constitutes or its Affiliates in connection would reasonably be expected to lead to a Takeover Proposal, (iv) approve, support, adopt, endorse or recommend any Takeover Proposal or any Acquisition Agreement with a Transaction Proposal; or respect thereto, (cv) otherwise knowingly cooperate in any way with, with or assist or participate in, facilitate or encourage knowingly facilitate, any effort such inquiries, proposals, offers, discussions or attempt by any other Person negotiations or (vi) resolve or agree to do or seek a Transaction Proposal; providedany of the foregoing. Subject to Section 6.02(c), howeverthe Company shall, that the foregoing and shall not prohibit Acquiror from (x) furnishing information concerning Acquiror cause its Affiliates and its businessesand their respective Representatives to, properties or assets pursuant (A) immediately cease and cause to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in be terminated all existing discussions or negotiations with a third party who has made an unsolicited Transaction any person or group conducted heretofore with respect to any Takeover Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact proposal that would reasonably be expected to lead to a Takeover Proposal, (B) immediately terminate access by any Third Party to any physical or electronic data room relating to any Takeover Proposal or any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Takeover Proposal and (C) promptly (and in any event within 24 hours after the date of this Agreement) request the prompt return or destruction of any confidential information provided to any Third Party within the twelve (12) months immediately preceding the date of this Agreement in connection with any Person Takeover Proposal or entity with respect thereto is madeany inquiry, proposal or offer that constitutes or may reasonably be expected to lead to a Takeover Proposal. Notwithstanding Any violations of the foregoing, if either party terminates restrictions set forth in this Agreement, upon Section 6.02 by any Representative of the other party's satisfaction Company or any of any obligation owing to the terminating party, the foregoing provision its Subsidiaries shall be deemed to be a breach of no force or effectthis Section 6.02 by the Company.

No Solicitation. In consideration (a) From the date of this Agreement until the earlier of the substantial expenditure Effective Time or termination of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on pursuant to Section 9.01, the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing Parent shall not directly or indirectly, through and shall not authorize or permit any officerSubsidiary of the Parent or any Representative of the Parent or Parent Subsidiaries directly or indirectly to, director, agent or otherwise: (i) solicit, initiate initiate, encourage or encourage induce the making, submission or announcement of inquiriesany Acquisition Proposal or take any action that would, proposals individually or offers from in the aggregate, reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding Parent or any Parent subsidiaries to any Person in connection with or entity in response to an Acquisition Proposal or an inquiry or indication of interest that could lead to an Acquisition Proposal, (iii) engage in discussions with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract contemplating or otherwise relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Acquisition Proposal; provided, however, that nothing herein shall prohibit the foregoing Parent's Board of Directors from complying with Rules 14d-9 or 14e-2 under the Exchange Act; and provided, further, that prior to the required Parent stockholder approval, this Section 7.19 shall not prohibit Acquiror the Parent from furnishing nonpublic information regarding Parent or any Parent Subsidiaries to, or entering into discussions with, any Person in response to an Acquisition Proposal that is submitted to the Parent by such Person (and not withdrawn) if (1) neither the Parent nor any Representative of Parent or any Parent subsidiaries shall have violated in any material respect any of the restrictions set forth in this Section 7.19 (other than Section 7.19(ii) or Section 7.19(iii)), (2) the Acquisition Proposal constitutes a Parent Superior Proposal, (3) the Board of Directors of the Parent concludes in good faith consistent with advice of outside counsel admitted to practice law in the State of Delaware, that, in light of such Parent Superior Proposal, the failure to take such action would likely be inconsistent with the fiduciary duties of the Board of the Directors of the Parent to the Parent's stockholders under applicable law, (4) at least 24 hours prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, the Parent gives the Company written notice of the identity of such Person and of the Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and the Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of the Parent, and (5) prior to furnishing any such nonpublic information to such Person, the Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by the Parent to the Company). Without limiting the generality of the foregoing (x) furnishing information concerning Acquiror the parent acknowledges and its businessesagrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or any Parent subsidiaries, properties whether or assets pursuant not such Representative is purporting to an appropriate confidentiality agreement act on behalf of Parent or any Parent subsidiaries, shall be deemed to constitute a third party who has made an unsolicited Transaction Proposal and/or breach of this Section 7.19 by the Company, and (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) Company acknowledges and (y), only to the extent agrees that the board taking of directors any action permitted by and in accordance with this Section 7.19 shall not constitute a breach of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration At all times during the period commencing with the No-Shop Period Start Date and continuing until the earlier to occur of the substantial expenditure termination of timethis Agreement pursuant to Article IX and the Effective Time, effort the Company and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreementits Subsidiaries shall not, neither MailKey nor shall they authorize or permit any of their respective Affiliates on the one hand nor AcquirorRepresentatives, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: to (i) solicit, initiate initiate, induce or encourage take any action for the purpose of encouraging or facilitating the making, submission of inquiriesor announcement of, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction an Acquisition Proposal, or (ii) furnish to any Person (other Person than Dimensional or entity Merger Sub or any designees of Dimensional or Merger Sub) any non-public information with respect relating to the Company or any of its Subsidiaries, or afford access to the business, properties properties, assets, books or assets records of the Company or any of its Subsidiaries to any Person (other party than Dimensional or its Affiliates Merger Sub or any designees of Dimensional or Merger Sub) in connection with a Transaction any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal; or (c) otherwise cooperate in any way with, or take any other action intended to assist or participate in, facilitate any inquiries or encourage the making of any effort proposal that constitutes or attempt by any other Person could reasonably be expected to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant lead to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or Acquisition Proposal, (yiii) engaging participate or engage in discussions or negotiations with a third party who has made any Person with respect to an unsolicited Transaction Acquisition Proposal (other than to notify such Person as to the existence of the provisions of this Section 7.3), (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, any Acquisition Proposal, but(v) approve or enter into any letter of intent, agreement in each case referred principle, memorandum of understanding or other agreement, contract or arrangement contemplating or otherwise relating to in the foregoing clauses an Acquisition Proposal (x) and (yexcept as permitted by Section 7.3(c)), only or which would require the Company to terminate this Agreement or any further discussions or negotiations between the extent that Company and Dimensional (except as permitted by this Agreement), or (vi) terminate, amend, release or waive any rights under any “standstill” or other similar agreement between the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise Company or any of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with Subsidiaries and any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the (other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectthan Dimensional).

No Solicitation. In consideration During the term of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey the Shareholder shall not, nor shall he or she permit any investment banker, attorney or other adviser or representative of their respective Affiliates on the one hand nor AcquirorShareholder to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate or initiate, encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offerby providing information or assistance), exchange offerfacilitate or induce any Acquisition Proposal, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bii) enter into engage or participate in any discussions or negotiations regarding a Transaction Proposalregarding, or furnish or cause to be furnished to any other Person or entity any information with respect to, or take any other action to facilitate any inquiries or the businessmaking of any offer or proposal that constitutes, properties or assets may reasonably be expected to lead to, any Acquisition Proposal, (iii) approve, agree to, accept, endorse or recommend any Acquisition Proposal, (iv) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in the Exchange Act) with respect to an Acquisition Proposal or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the other party Merger in accordance with the terms of the Merger Agreement, (v) initiate a shareholders’ vote or its Affiliates in connection action by consent of ANCX’s shareholders with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant respect to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Acquisition Proposal, but, in each case referred to in the foregoing clauses (xvi) and (y), only to the extent that the board except by reason of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon become a member of a “group” (as such term is used in Section 13(d) of the other party's satisfaction Exchange Act) with respect to any voting securities of ANCX that takes any obligation owing action in support of an Acquisition Proposal, or (vii) approve, endorse, recommend, agree to the terminating partyor accept, the foregoing provision shall be of no force or effectpropose to approve, endorse, recommend, agree to or accept, any Acquisition Agreement contemplating or otherwise relating to any Acquisition Proposal.

No Solicitation. In consideration (a) Prior to the Effective Time, the Company agrees that neither it, any of its Subsidiaries or its affiliates, nor any of the substantial expenditure respective directors, officers, employees, affiliates, agents or representatives of timethe foregoing (including, effort without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) will, directly or indirectly, solicit, initiate, facilitate or encourage (including by way of furnishing or disclosing non-public information) any inquiries or the making of any proposal with respect to or which may reasonably be expected to lead to, any merger, consolidation or other business combination involving the Company or any Subsidiary of the Company (other than any acquisition by the Company permitted under Section 6.1(c)) or the acquisition of all or any significant assets or capital stock of the Company or any Subsidiary of the Company taken as a whole (an "Acquisition Transaction") or negotiate, explore or otherwise engage in discussions with any corporation, partnership, person, other entity or group (as defined in Section 13(d)(2) of the Exchange Act) (other than Parent and money its representatives) in furtherance of such inquiries or with respect to be undertaken by Acquiror and MailKey in connection any Acquisition Transaction, or endorse any Acquisition Transaction, or enter into any agreement, arrangement or understanding with respect to any such Acquisition Transaction or which would require it to abandon, terminate or fail to consummate the transactions Merger or any other transaction contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businessesCompany may, properties or assets pursuant in response to an appropriate confidentiality agreement to unsolicited written proposal from a third party who has made an unsolicited Transaction Proposal and/or (y) engaging party, furnish information to and engage in discussions or negotiations with a such third party who has made an unsolicited Transaction Proposal, butparty, in each case referred to only if the Board of Directors of the Company determines in good faith by a majority vote, after consultation with its financial advisor, Houlihan, Lokey, Xxxxxx & Xxxxx, Inc., and after reviewing the foregoing clauses (x) and (y), only advice of outside counsel to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counselCompany, that such action is reasonably likely to be required by the board of directors of Acquiror in the exercise of its fiduciary duties of the Board of Directors and, prior to taking such action, the Company (i) provides reasonable notice to Parent to the stockholders effect that it is taking such action and (ii) receives from such corporation, partnership, person or other entity or group (and delivers to Parent) an executed confidentiality agreement in reasonably customary form. The Company agrees that as of Acquirorthe date hereof, it, its Subsidiaries and affiliates, and the respective directors, officers, employees, agents and representatives of the foregoing, shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person (other than Parent and its representatives) conducted heretofore with respect to any Acquisition Transaction. Each party shall promptly notify the other party if The Company agrees to immediately advise Parent in writing of any inquiries or proposals (or desire to make a proposal) received by (or indicated to), any such proposal or offerinformation requested from, or any inquiry such negotiations or contact with discussions sought to be initiated or continued with, any Person of it, its Subsidiaries or entity with respect thereto is made. Notwithstanding affiliates, or any of the respective directors, officers, employees, agents or representatives of the foregoing, if either in each case from a corporation, partnership, person or other entity or group (other than Parent and its representatives) with respect to an Acquisition Transaction, and the terms thereof, including the identity of such third party, and to update on an ongoing basis or upon Parent's request, the status thereof, as well as any actions taken or other developments pursuant to this Section 7.2(a). Notwithstanding anything in the foregoing provisions of the Section 7.2(a) to the contrary: (i) the Company shall not disclose any information received by it or any of its directors, officers, employees, agents or representatives pursuant to the Confidentiality Agreement or any other confidentiality or other similar agreement between the Company and Parent to any person in violation of such agreement and (ii) the Company shall not be obligated to disclose to Parent any confidential information provided to the Company by any third party terminates this Agreement, upon the other party's satisfaction in violation of any obligation owing to confidentiality agreement between the terminating party, the foregoing provision shall be of no force or effectCompany and such third party provided for in this Section 7.2.

No Solicitation. In consideration Prior to the termination of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquirorsubject to Section 6.18, Sub or Acquiror Shareholder on the other handeach Stockholder agrees that it shall not, willand shall direct its Representatives not to, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) initiate, solicit, initiate knowingly encourage (including by way of providing non-public information) or encourage the submission of facilitate any inquiries, proposals or offers from any Person with respect to, or entity relating to any acquisition the making, or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer completion of, a Takeover Proposal, (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bii) enter into engage or participate in any discussions or negotiations regarding a Transaction concerning, or provide or cause to be provided, or disclose any non-public information or data relating to the Company or any of its Subsidiaries, in connection with, or have any discussions with any person relating to, an actual or proposed Takeover Proposal, or furnish otherwise encourage or facilitate any effort or attempt to make or implement a Takeover Proposal, (iii) enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other Person agreement or entity arrangement relating to a Takeover Proposal, or (iv) amend, terminate, waive or fail to enforce, or grant any information consent under, any confidentiality, standstill or similar agreement. If, prior to the Expiration Time, a Stockholder receives a proposal with respect to the business, properties or assets sale of the other party or its Affiliates Shares in connection with a Transaction an Takeover Proposal; , then such Stockholder shall promptly advise the Purchaser Parties of (i) any Takeover Proposal or indication or inquiry with respect to or that would reasonably be expected to lead to any Takeover Proposal, (cii) otherwise cooperate any request for non-public information relating to the Company or its Subsidiaries, other than requests for information in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror ordinary course of business and its businesses, properties or assets pursuant to an appropriate confidentiality agreement unrelated to a third party who has made Takeover Proposal, and (iii) any inquiry or request for discussions or negotiations regarding an unsolicited Transaction Takeover Proposal, including in each case the identity of the person making any such Takeover Proposal and/or or indication or inquiry and the material terms of any such Takeover Proposal or indication or inquiry (y) engaging including copies of any document or correspondence evidencing such Takeover Proposal or inquiry), including any modification or change to the proposed consideration or any material other modifications thereto. Notwithstanding the foregoing, Stockholders are permitted solely to engage in discussions or negotiations with a third party who any Person or group of related Persons or furnish or disclose any non-public information relating to the Company or any of its Subsidiaries to any Person or group of related Persons that has made an unsolicited Transaction Proposala Takeover Proposal if, but, in each case referred to in the foregoing clauses (x) and (y), only during such time as and only to the extent that the board Company is permitted under the Merger Agreement to engage in discussions or negotiations with such Person or group of directors related Persons and provided that the Company is in compliance with Section 5.3 of Acquiror shall have concluded in good faiththe Merger Agreement. For the avoidance of doubt, after consulting with and considering the advise of outside counsel, fact that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, Company Board (or any inquiry committee thereof) shall determine that a Takeover Proposal is a Superior Proposal shall in no way affect or contact with limit the obligations of any Person or entity with respect thereto is made. Notwithstanding of the foregoing, if either party terminates Stockholders under this Agreement, upon including Section 2.1 and this Section 4.4 (unless and until the other party's satisfaction Company terminates the Merger Agreement in accordance with Section 7.4(b) of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectMerger Agreement).

No Solicitation. In consideration of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated (a) Except as permitted by this AgreementSection 6.3, neither MailKey during the Pre-Closing Period, each Acquired Company shall not, and shall not authorize its Representatives to, and shall use reasonable best efforts not permit or any of their respective Affiliates on the one hand nor Acquirorallow its Representatives to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing (i) directly or indirectly, through any officer, director, agent or otherwise: (iA) solicit, initiate or knowingly facilitate or encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a selfby way of furnishing non-tender offer)public information) any inquiries regarding, exchange offeror the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, merger(B) engage in, consolidation, business combination, sale of a substantial amount of assets continue or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into 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 regarding a Transaction Proposalregarding, or furnish to any other Person or entity any information in connection with or for the purpose of knowingly encouraging or facilitating, an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (C) adopt, approve or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to the business, properties an Acquisition Proposal or assets of the other party any proposal or its Affiliates in connection with a Transaction Proposal; offer that would reasonably be expected to lead to an Acquisition Proposal or (cii) otherwise cooperate waive or release any Person from, fail to use reasonable best efforts to enforce any standstill agreement or any standstill provisions of any Contract entered into in respect of an Acquisition Proposal or any way with, proposal or assist or participate in, facilitate or encourage any effort or attempt by any other Person offer that would reasonably be expected to do or seek a Transaction lead to an Acquisition Proposal; provided, however, the Company Board may take, or omit to take, any of the actions contemplated by clause (ii) of this Section 6.3 in the event that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded Company determines in good faith, after consulting consultation with and considering the advise of Company’s outside legal counsel, that such action is required by the board of directors of Acquiror in failure to do so would be inconsistent with the exercise of its fiduciary duties of the Company Board under applicable Law or (iii) resolve or agree to do any of the stockholders of Acquirorforegoing. Each party The Company and its directors, officers and employees shall, and the Company shall promptly notify the direct its other party if Representatives to, (A) cease and cause to be terminated any such proposal solicitation and any and all existing discussions or offer, or any inquiry or contact negotiations with any Person or entity conducted heretofore with respect thereto is made. Notwithstanding the foregoingto any Acquisition Proposal and (B) terminate access by any Person (other than Parent, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating partyPurchaser, the foregoing provision Company or any of their respective Affiliates or Representatives) to any physical or electronic data room relating to any potential Acquisition Proposal. For the avoidance of doubt, any violation of the restrictions set forth in this Section 6.3(a) by a director or officer of the Company shall be deemed to be a breach of no force or effectthis Section 6.3(a) by the Company.

No Solicitation. In consideration (a) Except as set forth in Section 6.8(b), none of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or Company nor any of their its Subsidiaries shall, and each of them shall cause its respective Affiliates on the one hand nor Acquirorofficers, Sub or Acquiror Shareholder on the directors, employees, agents, investment bankers, financial advisors, attorneys, accountants and other handretained representatives (each a “Representative”) not to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: indirectly (i) solicit, initiate initiate, encourage, knowingly facilitate (including by way of providing information) or encourage induce any inquiry, proposal or offer with respect to, or the submission of inquiriesmaking or completion of, proposals any Acquisition Proposal, or offers from any Person inquiry, proposal or entity relating offer that is reasonably likely to lead to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer Acquisition Proposal, (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bii) enter into into, continue or otherwise participate in any discussions or negotiations regarding a Transaction Proposalregarding, or furnish to any other Person or entity “group” (as such term is defined in Section 13(d) under the Exchange Act) any confidential or nonpublic information with respect to or in connection with, an Acquisition Proposal, (iii) take any other action to facilitate any inquiries or the businessmaking of any proposal that constitutes or may reasonably be expected to lead to an Acquisition Proposal, properties (iv) approve, endorse or assets recommend, or propose to approve, endorse or recommend any Acquisition Proposal or any agreement related thereto, (v) enter into any agreement contemplating or otherwise relating to any Acquisition Transaction or Acquisition Proposal (other than any confidentiality agreement required by Section 6.8(b)), (vi) enter into any agreement or agreement in principle requiring, directly or indirectly, Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (vii) propose or agree to do any of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration From the date hereof until the termination of the substantial expenditure of timethis Section 1(e) pursuant to Section 4, effort Shareholder shall, and money to be undertaken shall cause its Affiliates and its and its Affiliates’ directors, officers, employees, agents and other representatives (including any investment banker, attorney or accountant retained by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey it or any of their respective Affiliates on its Affiliates) (collectively, the one hand nor Acquiror“Shareholder Representatives”) not to, Sub or Acquiror Shareholder on the other handinitiate, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate knowingly encourage or encourage otherwise facilitate (including by way of furnishing information) any inquiries or the submission making of inquiriesany inquiry, proposals proposal or offers from offer, with respect to or which may reasonably be expected to lead to any Acquisition Proposal. Shareholder further agrees that neither it nor any of its Affiliates nor any of its or its Affiliates’ directors, officers, or employees shall, and that it shall direct and use its reasonable best efforts to cause its and its Affiliates’ agents and representatives not to, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person or entity relating to an Acquisition Proposal, or otherwise facilitate any acquisition effort or purchase of assets of attempt to make or implement an Acquisition Proposal or otherwise enter into any equity interest agreement with respect to an Acquisition Proposal. Shareholder shall promptly advise Purchaser, orally and in the other party or writing, and in no event later than 24 hours after receipt, if any Affiliate thereof or any tender offer (including a self-tender offer)proposal, exchange offer, mergerinquiry or other contact is received by, consolidationany information is requested from, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction are sought to be initiated or continued with, Shareholder in respect of any Acquisition Proposal, or furnish and shall, in any such notice to any other Person or entity any information with respect to Purchaser, indicate the business, properties or assets identity of the Person making such proposal, offer, inquiry or other party contact and the terms and conditions of any proposals or its Affiliates offers or the nature of any inquiries or contacts (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such proposal, offer, inquiry or request), and thereafter shall promptly keep Purchaser fully informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and Shareholder shall provide Purchaser with copies of any additional written materials received that relate to such proposals, offers, inquiries or requests). As used in connection with a Transaction Proposal; or (c) otherwise cooperate in any way withthis paragraph, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing “Affiliates” of Shareholder shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectinclude Company.

No Solicitation. In consideration Neither Stockholder nor any agent, representative or associate of the substantial expenditure of timeStockholder shall, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (ia) solicit, initiate initiate, negotiate, encourage or encourage induce the making, submission or announcement of inquiriesany Extensity Acquisition Proposal or take any action or omit to take action, proposals the taking or offers from any Person or entity relating omission of which could reasonably be expected to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including lead to a self-tender offer)Extensity Acquisition Proposal, exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposalregarding, or furnish to any other Person or entity any non-public information with respect to, or take any other action to facilitate any inquiries or the businessmaking of any proposal that constitutes or may reasonably be expected to lead to, properties or assets of the other party or its Affiliates in connection with a Transaction any Extensity Acquisition Proposal; or , (c) otherwise cooperate engage in any way withdiscussions with any Person with respect to any Extensity Acquisition Proposal, except as to the existence of these provisions or assist (d) approve, endorse or participate inrecommend any Extensity Acquisition Proposal, facilitate or encourage other than with respect to ______ and then only in strict accordance with the Merger Agreement and only in his capacity as a director and officer of Extensity. Moreover, even if Extensity receives a Extensity Superior Offer, Stockholder shall continue to be bound by this Agreement including, without limitation, its Sections 1, 2 and 3. Stockholder shall immediately cease and cause to be terminated any effort or attempt by any other Person to do or seek a Transaction Proposal; providedexisting activities, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposalany Person with respect to any of the foregoing. Stockholder shall immediately notify Geac, butboth orally and in writing, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or Person contacts Stockholder concerning any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectExtensity Acquisition Proposal.

No Solicitation. In consideration (a) Following the date of this Agreement and prior to the earlier of the substantial expenditure of timeFunding Date or the date on which this Agreement is terminated pursuant to Article V hereof, effort the Company and money to be undertaken its Subsidiaries will not, and will not permit their respective officers, directors, employees, advisors, agents and representatives, including any investment banker, attorney, advisor or accountant retained by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey it or any of their respective Affiliates on the one hand nor Acquirorits Subsidiaries (“Representatives”) to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, encourage (including by providing information or encourage the submission of assistance) or facilitate any inquiries, proposals or offers from with respect to, or the making or completion of, any Person proposal that constitutes, or entity may reasonably be expected to lead to, an Alternative Transaction Proposal, (ii) provide or cause to be provided any non-public information or data relating to any acquisition or purchase of assets of the Company or any equity interest of its Subsidiaries in the other party connection with, or have any Affiliate thereof discussions with, any person relating to or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets in connection with an actual or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "proposed Alternative Transaction Proposal"); , (biii) enter into or participate engage in any discussions or negotiations regarding a concerning an Alternative Transaction Proposal, or furnish to any other Person otherwise encourage or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do make or seek a implement an Alternative Transaction Proposal; provided, however(iv) approve, that the foregoing recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Alternative Transaction Proposal, or (v) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, 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 Alternative Transaction Proposal. The Company shall, and shall not prohibit Acquiror from cause each of its Subsidiaries and shall use reasonable best efforts to cause its Representatives to, (xi) furnishing information concerning Acquiror immediately cease and its businessescause to be terminated any activities, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited any persons conducted heretofore with respect to any Alternative Transaction Proposal, but(ii) request the prompt return or destruction of all confidential information previously furnished to any person that has made or indicated an intention to make an Alternative Transaction Proposal, in each case referred to in the foregoing clauses (x) and (y), only iii) not waive or amend any “standstill” provision or provisions of similar effect to the extent that the board which it is a part or of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action which it is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effecta beneficiary.

No Solicitation. In consideration (a) The Company agrees that none of the substantial expenditure of timeCompany, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey any Company Subsidiary or any of their respective Affiliates on the one hand nor Acquirorofficers and directors of the Company or the Company Subsidiaries shall, Sub and that it shall cause its and the Company Subsidiaries’ employees, agents and representatives (including any investment bankers, attorneys or Acquiror Shareholder on the other handaccountants retained by it or any Company Subsidiary) not to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicitinitiate, initiate solicit or take any action to knowingly facilitate or encourage the submission of inquiriesany inquiry, proposals proposal or offers from any Person or entity relating to any acquisition or purchase of assets of offer with respect to, or any equity interest in the other party or any Affiliate thereof or any tender offer (including transaction to effect, a self-tender offer)merger, exchange offerreorganization, mergershare exchange, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution recapitalization or similar transaction involving the other party Company or its Affiliates any Company Subsidiary, or any purchase or sale of 20% or more of the consolidated assets of the Company and the Company Subsidiaries, taken as a whole (a "Transaction including stock of the Company Subsidiaries), or any purchase or sale of, or tender or exchange offer for, the Company’s 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"”); , (bii) enter into have any discussion with or provide or cause to be provided any non-public information to any person relating to an Acquisition Proposal, or engage or participate in any discussions or negotiations regarding a Transaction concerning an Acquisition Proposal, (iii) approve, endorse or furnish recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) approve, endorse or recommend, propose publicly to approve, endorse or recommend, or execute or enter into, any letter of intent, option agreement, agreement in principle, merger agreement, acquisition agreement or other similar agreement, or agree to do any of the foregoing related to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Acquisition Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration of the substantial expenditure of time(a) The Company shall, effort and money shall cause its Subsidiaries and their representatives to, immediately cease and cause to be undertaken terminated any existing activities, discussions or negotiations with any Person with respect to a Takeover Proposal and shall seek to have returned to the Company any confidential information that has been provided in any such activities, discussions or negotiations. From the date hereof, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its officers, directors, or employees or any Affiliate, investment banker, financial advisor, attorney, accountant, or any other representative retained by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey it or any of their respective Affiliates on the one hand nor Acquirorits Subsidiaries to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate or knowingly encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offerby way of furnishing information which has not been previously publicly disseminated), exchange offeror take any other action intended to facilitate or encourage, mergerany inquiries or the making of any proposal which constitutes, consolidationor may reasonably be expected to lead to, business combinationany Takeover Proposal, sale of a substantial amount of assets (ii) conduct, participate, or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate engage in any discussions or negotiations or provide any non-public information or data to any Person, regarding a Transaction any Takeover Proposal, (iii) approve, endorse, recommend, make or furnish authorize any public statement, recommendation or solicitation in support of any Takeover Proposal or (iv) approve any transaction (other than the transactions contemplated hereby) pursuant to which any Person other than Parent, Merger Sub or any Subsidiary of Parent would become an “interested shareholder” under, Section 33-844 of the CBCA or (v) terminate, amend or waive any material rights under (or fail to take commercially reasonable steps to enforce rights under) any “standstill” or other similar agreement between the Company or any of its Subsidiaries and any other Person (other than Parent, Merger Sub or entity any information with respect to the business, properties or assets Subsidiary of the other party or its Affiliates Parent) except as permitted in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction ProposalSection 5.1(a)(xiv); provided, however, that following the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made receipt of an unsolicited Transaction Superior Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an bona fide written unsolicited Transaction Proposal, but, in each case referred to in Takeover Proposal which the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded Board determines in good faith, after consulting consultation with its outside financial advisor and considering outside legal counsel and after taking into account the advise legal, financial, financing and other aspects of outside counselsuch bona fide written unsolicited Takeover Proposal, that such action Takeover Proposal is required by reasonably likely to result in a Superior Proposal made on or after the board of directors of Acquiror in the exercise of its fiduciary duties date hereof but prior to the stockholders date of Acquiror. Each party shall promptly notify the other party if any such proposal or offerSpecial Meeting, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates in circumstances not otherwise involving a breach of this Agreement, upon the other party's satisfaction Company may, in response to such Superior Proposal or such Takeover Proposal and subject to compliance with Section 5.2(b) and Section 5.2(c), (A) request information from the Person making such Superior Proposal or such Takeover Proposal for the purpose of any obligation owing the Board informing itself about the Superior Proposal or Takeover Proposal that has been made and the Person that made it, (B) furnish information with respect to the terminating partyCompany to the Person making such Superior Proposal or such Takeover Proposal pursuant to a confidentiality agreement, provided that (1) such confidentiality agreement contains substantially the same terms as (or terms no less favorable to the Company) than those contained in the Confidentiality Agreement dated as of June 16, 2014, between Parent and the Company (as it may be amended, the foregoing provision “Confidentiality Agreement”) and (2) the Company advises Parent of all such nonpublic information delivered to such Person concurrently with its delivery to the requesting Person, and (C) participate in negotiations with such Person regarding such Superior Proposal or such Takeover Proposal; provided further, that the actions described in clauses (B) and (C) of the immediately preceding proviso may be taken only on or before the date the Company Shareholder Approval is obtained. It is agreed that any violation of the restrictions set forth in the preceding sentence by any officer, director, investment banker, attorney, or other advisor or representative of the Company or any of its Subsidiaries shall be deemed to be a breach of no force or effectthis Section 5.2(a) by the Company.

No Solicitation. In consideration of the substantial expenditure of time(a) The Seller Corporation shall, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through authorize or permit any officerof their Representatives directly or indirectly to, director, agent or otherwise: (i) solicit, initiate initiate, encourage, induce or encourage facilitate the making, submission or announcement of inquiriesany Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, proposals or offers from (ii) furnish any information regarding any of the Seller Corporation to any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant response to an appropriate confidentiality agreement Acquisition Proposal or an inquiry or indication of interest that could lead to a third party who has made an unsolicited Transaction Proposal and/or Acquisition Proposal, (yiii) engaging engage in discussions or negotiations with a third party who has made an unsolicited Transaction any Person with respect to any Acquisition Proposal, but(iv) approve, in each case referred endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party any Acquisition Transaction; The Seller shall promptly notify the other party if (and in no event later than 48 hours after receipt of any such proposal or offerAcquisition Proposal, or any inquiry or contact with indication of interest that could reasonably be expected to lead to an Acquisition Proposal or any request for nonpublic information) advise the Purchaser orally and in writing of any Acquisition Proposal, any inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal or any request for nonpublic information relating to the Seller (including the identity of the Person making or submitting such Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any Person or entity during the Pre-Closing Period. The Seller shall keep the Purchaser fully informed with respect thereto is made. Notwithstanding to the foregoing, if either party terminates this Agreement, upon the other party's satisfaction status of any obligation owing to the terminating partysuch Acquisition Proposal, the foregoing provision shall be inquiry, indication of no force interest or effectrequest and any modification or proposed modification thereto.

No Solicitation. In consideration of During the substantial expenditure of timeInterim Period, effort the Seller Parties shall not, and money shall cause their Affiliates not to, and shall use reasonable best efforts to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreementcause their Representatives not to, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, knowingly facilitate or knowingly encourage the submission or announcement of any inquiries, proposals or offers from that constitute or would reasonably be expected to lead to any Takeover Proposal (as defined below), (ii) provide any non-public information concerning the Seller Parties related to, or to any Person or entity relating group (as defined below) who would reasonably be expected to make, any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer Takeover Proposal, (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (biii) enter into or participate engage in any discussions or negotiations regarding with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Transaction Takeover Proposal, or furnish to (iv) approve, support, adopt, endorse or recommend any other Person Takeover Proposal or entity any information Acquisition Agreement (as defined below) with respect thereto. Subject to Section 6.2(c), the businessSeller Parties shall, properties or assets of the other party or its and shall cause their Affiliates in connection with a Transaction Proposal; or to, and shall use their reasonable best efforts to cause their Representatives to, (cA) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person immediately cease and cause to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in be terminated all existing discussions or negotiations with a third party who has made an unsolicited Transaction any Person or group conducted heretofore with respect to any Takeover Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with proposal that would reasonably be expected to lead to a Takeover Proposal and (B) immediately terminate access by any Person third party to any physical or entity with respect thereto is made. Notwithstanding the foregoingelectronic data room relating to any Takeover Proposal or any inquiry, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing proposal or offer that constitutes or would reasonably be expected to the terminating party, the foregoing provision shall be of no force or effectlead to a Takeover Proposal.

No Solicitation. In consideration (a) Subject to Section 5.2(b), the Company shall not, nor shall it authorize or permit any of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey its Subsidiaries or any of its or their respective Affiliates on the one hand nor Acquirordirectors, Sub officers or Acquiror Shareholder on the employees, investment bankers, financial advisors, attorneys, accountants or other handadvisors, willagents or representatives (collectively, prior to the Closing “Representatives”) to, directly or indirectly, through any officer, director, agent or otherwise: ; (i) solicit, initiate or knowingly encourage or facilitate any inquiries or the submission making of inquiries, proposals any proposal that constitutes or offers from any Person or entity relating is reasonably likely to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including lead to a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Takeover Proposal"); (bii) enter into or participate in any discussions or negotiations regarding a Transaction any Takeover Proposal, furnish to any Third Party any information (whether orally or in writing) in connection with, or in furtherance, of any Takeover Proposal, or furnish to any other Person or entity any information with respect afford access to the business, properties properties, assets, books or assets records of the other party Company or any of its Affiliates in connection with a Transaction Proposal; or (c) Subsidiaries, otherwise cooperate in any way with, or assist or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made, is seeking to make or attempt by has informed the Company of any other Person intention to do make, or seek has publicly announced an intention to make, a Transaction Takeover Proposal; provided(iii) fail to make, howeverwithdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Offer Recommendation or Merger Recommendation (it being understood that taking a neutral position or no position with respect to any Takeover Proposal shall be considered an adverse modification), that recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or take any action or make any statement inconsistent with the Offer Recommendation or Merger Recommendation (any of the foregoing shall in this clause (iii), a “Company Adverse Recommendation Change”); (iv) take any action not prohibit Acquiror from already taken to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (xincluding approving any transaction under, or a Third Party becoming an “interested stockholder” under Section 203 of the DGCL, or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal; (v) furnishing information concerning Acquiror and its businessesenter into any agreement in principle, properties letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or assets pursuant other similar instrument constituting or relating to an appropriate a Takeover Proposal (other than a confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case of the type referred to in Section 5.2(b)); or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise Company or any of its fiduciary duties to the stockholders of AcquirorSubsidiaries. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding Without limiting the foregoing, if either party terminates this Agreement, upon it is agreed that any violation of the other party's satisfaction restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any obligation owing to the terminating party, the foregoing provision of its Subsidiaries shall be a breach of no force or effectthis Section 5.2(a) by the Company.

No Solicitation. In consideration Except as otherwise expressly permitted under Section 5.09 of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Merger Agreement, neither MailKey from and after the date hereof until the termination of this Agreement pursuant to Section 7 hereof, Shareholder, in his, her or its capacity as a shareholder of Company, shall not, nor shall such Shareholder authorize any of their respective Affiliates on the one hand nor Acquirorpartner, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent advisor or otherwise: representative of, such Shareholder or any of his, her or its affiliates to (iand, to the extent applicable to Shareholder, such Shareholder shall use commercially reasonable efforts to prohibit any of his, her or its representatives or affiliates to), (a) initiate, solicit, initiate induce or encourage knowingly encourage, or knowingly take any action that would reasonably be expected to facilitate the submission of inquiriesmaking of, proposals any inquiry, offer or offers from any Person proposal which constitutes, or entity relating could reasonably be expected to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer)lead to, exchange offeran Acquisition Proposal, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction any Acquisition Proposal, or furnish furnish, or otherwise afford access, to any person (other Person or entity than Buyer) any information or data with respect to the businessCompany or otherwise relating to an Acquisition Proposal, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding or similar arrangement with respect to an Acquisition Proposal, (d) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise cooperate encourage or assist any party in taking or planning any way action that would reasonably be expected to compete with, restrain or assist otherwise serve to interfere with or participate ininhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, facilitate (e) initiate a shareholders’ vote or encourage any effort or attempt action by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant consent of Company’s shareholders with respect to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Acquisition Proposal, but, in each case referred to in the foregoing clauses or (xf) and (y), only to the extent that the board except by reason of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of Company that takes any action in support of an Acquisition Proposal (other party's satisfaction of any obligation owing to than the terminating party, the foregoing provision shall be of no force or effectMerger Agreement).

No Solicitation. In consideration (a) None of the substantial expenditure of timeProvidian, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey Providian’s Subsidiaries or any of their respective Affiliates on officers, directors, employees, agents, representatives and affiliates (collectively, “Representatives”) shall, directly or indirectly (i) initiate, solicit, encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage in any negotiations concerning, or provide any nonpublic information to, or have any discussions with, any person relating to, any Acquisition Proposal, (iii) waive any provision of or amend the one hand nor Acquirorterms of the Rights Agreement (or redeem the rights issued thereunder) in respect of an Acquisition Proposal, Sub (iv) waive, terminate, modify or Acquiror Shareholder on fail to enforce any provision of any contractual “standstill” or similar obligation of any person other than Washington Mutual or its affiliates or (v) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, or execute or enter into any letter of intent, agreement in principle, merger agreement, share purchase agreement, asset purchase or share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or propose or agree to do any of the other handforegoing; provided that, willin the event Providian receives an unsolicited bona fide Acquisition Proposal and Providian’s Board of Directors concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, prior to the Closing directly or indirectlyProvidian Stockholders Meeting Providian may, through any officer, director, agent or otherwise: (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or and may permit its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror Subsidiaries and its businessesand their Representatives to, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or take any action described in clause (yii) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only above to the extent that the board Board of directors Directors of Acquiror shall have concluded Providian concludes in good faith, after consulting with and considering faith (based on the advise advice of its outside counsel, ) that failure to take such action is required by the board of directors of Acquiror actions would result in the exercise a violation of its fiduciary duties under applicable law; provided further that (x) prior to providing any nonpublic information permitted to be provided pursuant to the stockholders foregoing proviso, Providian shall have entered into a confidentiality agreement with such third party on terms no less favorable to Providian than the Confidentiality Agreement, and (y) Providian shall also furnish to Washington Mutual a copy of Acquirorany confidential data or information that it is furnishing to any third party pursuant to this Section 7.10(a) to the extent not previously furnished to Washington Mutual. Each party shall promptly notify Providian will immediately cease and cause to be terminated any activities, discussions or negotiations it or its Subsidiaries or any of their respective Representatives may have conducted before the date of this Agreement with any persons other than Washington Mutual with respect to any Acquisition Proposal and will use its (and will cause its Subsidiaries and their Representatives to use their) reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal, including by requiring the other party if parties thereto to promptly return or destroy any confidential information previously furnished by Providian or such proposal Subsidiaries or offerRepresentatives thereunder and by using its reasonable best efforts to obtain injunctions or other equitable remedies to prevent or restrain any breaches of such agreements and to enforce specifically the terms thereof in a court of competent jurisdiction. Providian will promptly (within one Business Day) advise Washington Mutual following receipt of any Acquisition Proposal, or of any inquiry request for nonpublic information or contact access to the books and records of Providian in connection with a possible Acquisition Proposal, describing the substance thereof (including the identity of the person making such Acquisition Proposal or request for information or access), and will keep Washington Mutual apprised of any Person related developments, discussions and negotiations (including the terms and conditions of the Acquisition Proposal and any material changes thereto) on a current basis (and in any event no later than 48 hours after the occurrence of such developments, discussions or entity with respect thereto is madenegotiations). Notwithstanding Without limiting the foregoing, Providian shall promptly, and in any event within 24 hours, notify Washington Mutual orally and in writing if either party terminates it determines to begin providing information or to engage in negotiations concerning an Acquisition Proposal pursuant to this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectSection 7.10.

No Solicitation. In consideration of the substantial expenditure of time(a) The Company shall, effort shall cause its Subsidiaries to and money shall request that its Representatives, immediately cease (i) any communications, discussions or negotiations with any Person that may be ongoing with respect to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreementan Acquisition Proposal, neither MailKey or (ii) furnishing to any of Person (other than Parent, Merger Sub, their respective Affiliates on Representatives and the one hand nor AcquirorCompany’s Representatives) any information with respect to an Acquisition Proposal and (iii) cooperating with, Sub assisting in, participating in, facilitating or Acquiror Shareholder on encouraging an Acquisition Proposal and, if applicable, shall use reasonable best efforts to have returned to the other handCompany or destroyed any confidential information that has been provided to any Person during any such communications, will, discussions or negotiations occurring in the six (6) months prior to the Closing date of this Agreement. From and after the date of this Agreement until the earlier to occur of the 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 its Subsidiaries to, nor shall it authorize or permit any of its Representatives to (and shall use reasonable best efforts to cause such Persons not to), directly or indirectly, through any officer, director, agent or otherwise: (iA) solicit, initiate or knowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiry or the making or submission of inquiriesany inquiry, proposals proposal, indication of interest or offers from offer which constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (B) subject to Section 6.02(b), approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal, (C) subject to Section 6.02(b), approve or recommend, or publicly propose to approve or recommend, or execute or enter into any Person letter of intent, memorandum of understanding, merger agreement or entity other agreement, arrangement or understanding, in each case relating to any acquisition an Acquisition Proposal (other than an Acceptable Confidentiality Agreement) or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer a Superior Proposal (including a self-tender offereach an “Alternative Acquisition Agreement”), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bD) enter into into, continue or otherwise participate in any discussions or negotiations regarding a Transaction any Acquisition Proposal, or (E) agree to do any of the foregoing; provided, however, if, prior to the Acceptance Time, following the receipt of a bona fide written 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 Acquisition Proposal, and subject to compliance with Section 6.02(b), furnish to any other Person or entity any information with respect to the business, properties or assets of Company to the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror making such Acquisition Proposal and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging engage in discussions or negotiations with such Person regarding such Acquisition Proposal; provided, that (1) prior to furnishing, or causing to be furnished, any such nonpublic information relating to the Company to such Person, the Company enters into a third party who has made confidentiality agreement with the Person making such Acquisition Proposal (an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses “Acceptable Confidentiality Agreement”) that (x) does not contain any provision that would prevent the Company from complying with its obligation to provide any disclosure to Parent required pursuant to this Section 6.02 and (y)) contains provisions that in the aggregate are no less restrictive on such Person (including with respect to any “standstill” terms; provided, only that such “standstill” terms need not restrict a Person from making proposals to the Company (including the Company Board) in respect of an Acquisition Proposal) than those contained in the Non-Disclosure Agreement as in effect immediately prior to the execution of this Agreement, and (2) promptly (but in any event within 24 hours) following furnishing any such nonpublic information to such Person, the Company furnishes such nonpublic information to Parent (to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of nonpublic information has not been previously so furnished to Parent or its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectRepresentatives).

No Solicitation. In consideration of (a) During the substantial expenditure of timePre-Closing Period, effort the Company shall not, and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on shall cause the other handAcquired Corporations and their Representatives not to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, or knowingly induce, facilitate or encourage the submission or announcement of inquiriesany Acquisition Proposal (including by granting any waiver under Section 203 of the DGCL) or any inquiry, proposals indication of interest, proposal or offers from offer that could reasonably be expected to lead to an Acquisition Proposal; (ii) furnish any information regarding any of the Acquired Corporations to any Person in connection with or entity in response to an Acquisition Proposal or an inquiry, indication of interest, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or an inquiry, indication of interest, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; (iv) adopt, approve, recommend, submit to stockholders or declare advisable any Acquisition Proposal; (v) enter into any letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or similar document or any Contract contemplating or otherwise relating to any acquisition Acquisition Transaction or purchase of assets of modify, amend or waive any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate provision in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates Contract in connection with a Transaction any Acquisition Proposal; or (cvi) otherwise cooperate in release or permit the release during the Pre-Closing Period of any way withPerson from, or assist waive or participate inpermit the waiver of any provision of, facilitate or encourage fail to enforce or cause to be enforced, any effort confidentiality, “standstill”, or attempt by similar agreement to which any other Person to do or seek of the Acquired Corporations is a Transaction Proposalparty; provided, however, that prior to the foregoing Offer Acceptance Time, this Section 5.4 shall not prohibit Acquiror the Company from (x) furnishing information concerning Acquiror regarding the Acquired Corporations to, or entering into discussions with, any Person (and its businesses, properties or assets pursuant to an appropriate confidentiality waiving such Person’s noncompliance with the provisions of any “standstill” agreement to a third party who has made an unsolicited Transaction Proposal and/or the extent (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), but only to the extent extent) necessary to permit such discussions) in response to a bona-fide written Acquisition Proposal that is submitted after the board date of directors this Agreement to the Company by such Person (and not withdrawn) if (1) neither the Company nor any Representative of Acquiror any of the Acquired Corporations shall have concluded breached any of the provisions set forth in Section 1.2(c) or this Section 5.4, (2) the Board of Directors of the Company concludes in good faith, after consulting consultation with its outside legal counsel and considering the advise its financial advisor of outside counselnationally recognized reputation, that such bona-fide written Acquisition Proposal constitutes a Superior Offer or would reasonably be expected to lead to a Superior Offer and that the failure to take such action would constitute a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Legal Requirements, (3) at least twenty-four (24) hours prior to furnishing any such information to, or entering into discussions with, such Person, Parent receives written notice from the Company of the identity of such Person and of the Company’s intention to furnish information to, or enter into discussions with, such Person, and the Company receives from such Person an executed confidentiality agreement in a customary form that is required no less favorable to the Company than the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”) (which the Company may negotiate with the Person during the twenty-four (24) hour notice period and enter into during such period or thereafter), and (4) the Company concurrently furnishes all such information to Parent (to the extent such information has not been previously furnished or made available by the board Company to Parent or Parent’s Representatives). Without limiting the generality of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates the Company acknowledges and agrees that any breach of any of the restrictions set forth in the preceding sentence by any Representative of the Company or any Acquired Corporation, whether or not such Representative is purporting to act on behalf of the Company or any Acquired Corporation, shall be deemed to constitute a breach of this Section 5.4 by the Company. Notwithstanding anything to the contrary contained in this Agreement, upon the other party's satisfaction Acquired Corporations and their Representatives may, following receipt of an Acquisition Proposal from any obligation owing Person, communicate with such Person to the terminating party, extent necessary to direct such Person to the foregoing provision shall be provisions of no force or effectthis Section 5.4.

No Solicitation. In consideration The Company agrees that, during the term of this Agreement, it will not negotiate with any person other than Parent with respect to the acquisition of the substantial expenditure Company or its Subsidiaries and it will not, and will not permit any of timeits officers, effort directors, employees, affiliates, agents or representatives (including, without limitation, investment bankers, attorneys and money accountants) to be undertaken by Acquiror (a) initiate contact with, (b) make, solicit or encourage any inquiries or proposals from, (c) enter into, or participate in, any discussions or negotiations with, (d) disclose, directly or indirectly, any information not customarily disclosed concerning the business and MailKey properties of the Company or its Subsidiaries to or (e) afford any access to the Company's or its Subsidiaries properties, books and records to any person (other than Parent, Sub or their respective directors, officers, employees, agents and representatives) in connection with any possible proposal relating to (i) the disposition of its respective businesses or all or substantially all of its assets (except for disposition of assets in the ordinary course of business consistent with past practice), (ii) the acquisition of equity or debt securities of the Company or its Subsidiaries (except in connection with the transactions contemplated by exercise of options, as permitted in Section 5.3(a)) or (iii) the merger, share exchange or business combination, or similar acquisition transaction of or involving the Company or its Subsidiaries with any person other than Parent (each or any combination of the foregoing a "Company Competing Transaction"); provided that the Company may (x) furnish information (subject to a confidentiality agreement in reasonably customary form) to, and negotiate or otherwise engage in discussions with, any party who delivers a written proposal for a Company Competing Transaction if and so long as the Board of Directors of the Company determines in good faith, based upon the written opinion of its outside legal counsel, that failing to take such action would reasonably be expected to constitute a breach of the fiduciary duties of the Board and (y) take a position with respect to the Merger or a Company Competing Transaction, or amend or withdraw such position, in compliance with Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to a Company Competing Transaction. From and after the execution of this Agreement, neither MailKey or any the Company and each of their respective Affiliates on its Subsidiaries will immediately notify Parent orally, and subsequently confirm in writing, all the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior relevant details relating to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate or encourage the submission of inquiries, all inquiries and proposals or offers from any Person or entity which it may receive relating to any acquisition such matters. Subject to the foregoing, the Company will not, and will not permit any of its representatives or purchase of assets of or Subsidiaries to enter, at any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer)time, exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposalregarding, or furnish to accept, any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with proposal for a Company Competing Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt received by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror them from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with that a third party who has made an unsolicited Transaction Proposal, but, in each case referred expresses a desire to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting communicate with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectthem.

No Solicitation. In consideration The Stockholder hereby agrees that during the term of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or it shall not, it shall use reasonable best efforts to cause its controlled Affiliates (other than Portfolio Companies) to not, it shall direct its Representatives to not, and, if it becomes aware that any of their respective its other Affiliates on is taking or proposes to take any of the one hand nor Acquirorfollowing actions, Sub or Acquiror Shareholder on the other hand, will, prior it shall direct such Affiliates to the Closing directly or indirectly, through any officer, director, agent or otherwisenot: (i) solicit, initiate initiate, or knowingly encourage or knowingly induce or knowingly facilitate the making, submission or announcement of inquiriesany inquiries or the making of any proposal or offer constituting, proposals related to or offers from that could reasonably be expected to lead to an Acquisition Proposal, (ii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the businessvoting of, properties or assets any shares of the other party or its Affiliates Company Stock in connection with a Transaction Proposal; any vote or other action on any of the Section 2.1(a) Matters, other than to recommend that stockholders of the Company vote in favor of the adoption of the Merger Agreement, (ciii) otherwise cooperate furnish any non-public information regarding the Company or the Company Subsidiaries to any Person (other than Parent and Parent’s or the Company’s Representatives acting in any way with, their capacity as such) in connection with or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant in response to an appropriate confidentiality agreement Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to a third party who has made lead to an unsolicited Transaction Proposal and/or Acquisition Proposal, (yiv) engaging engage in discussions or negotiations with a third party who has made any Person with respect to any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an unsolicited Transaction Proposal, but, in each case referred Acquisition Proposal (other than to in the foregoing clauses (x) and (ystate that they currently are not permitted to have discussions), only to (v) approve, endorse, submit for the extent that the board consideration of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquirorthe Company or recommend any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (vi) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal or (vii) enter into any letter of intent or agreement in principle or any Contract providing for, relating to or in connection with any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal. Each party Immediately following the execution hereof, the Stockholder shall, it shall promptly notify the use reasonable best efforts to cause its controlled Affiliates (other party if than Portfolio Companies) to, and it shall direct its Representatives to (A) immediately cease all existing discussions or negotiations with any such proposal or offerPerson conducted heretofore with respect to any Acquisition Proposal, or any proposal, inquiry or contact with any Person offer that would reasonably likely be expected to lead to an Acquisition Proposal, and (B) request the prompt return or entity destruction of all confidential information previously furnished by it or on its behalf. For avoidance of doubt, the Stockholder shall have no obligation with respect thereto is made. Notwithstanding to and shall have no responsibility hereunder with respect to any action taken or omission by the foregoing, if either party terminates this Agreement, upon Company or any Subsidiary of the other party's satisfaction Company or any of any obligation owing to the terminating party, the foregoing provision shall be of no force or effecttheir respective Representatives.

No Solicitation. In consideration of From the substantial expenditure of timedate hereof until the Expiration Date, effort the Stockholder shall not, and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreementshall cause its Representatives not to, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through (a) continue any officersolicitation, directorinducement, agent knowing encouragement, discussions or otherwise: negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal (iother than the Merger) solicit, initiate or encourage as of the submission date of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal")Merger Agreement; (b) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries, proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Proposal (including by approving any transaction, or approving any Person becoming an “Interested Stockholder,” for purposes of Article 9 of the Charter); (c) enter into into, engage in, continue or otherwise participate in any discussions or negotiations regarding a Transaction Proposalregarding, or furnish to any Person (other than Parent, Merger Sub or any Representative of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or entity any information with respect access to the business, properties properties, assets, books, records or assets other non-public information, or to any personnel, of the other party Company or any of its Affiliates Subsidiaries, in any such case in connection with a Transaction Proposal; any Acquisition Proposal or (c) otherwise cooperate in any way withwith the intent to or expectation to or that would reasonably be expected to induce the making, submission or announcement of, or assist or participate into knowingly encourage, facilitate or encourage assist, an Acquisition Proposal or any effort inquiries or attempt by the making of an Acquisition Proposal or any other Person inquiries, proposal or offer that could reasonably be expected to do or seek a Transaction lead to, an Acquisition Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (xd) furnishing information concerning Acquiror and its businesses, properties participate or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging engage in discussions or negotiations with a third party who has made any Person with respect to an unsolicited Transaction Acquisition Proposal (or inquiries, proposals or offers or other efforts that could reasonably be expected to lead to an Acquisition Proposal, but), in each case referred case, other than solely informing such Persons of the existence of the provisions contained in this Section 5; (e) approve, endorse or recommend an Acquisition Proposal (other than the Merger); (f) enter into or negotiate any letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, expense reimbursement agreement, joint venture agreement, other Contract or other similar instrument with respect to an Acquisition Proposal or that could reasonably be expected to lead to, an Acquisition Proposal, other than, in each case, an Acceptable Confidentiality Agreement entered into in accordance with Section 5.3 of the foregoing clauses Merger Agreement; or (xg) and (y)authorize or commit to do any of the foregoing; in each case, only except to the extent that at such time the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that Company or its Representatives is expressly permitted to take any such action is required by pursuant to Section 5.3 of the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Merger Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration (a) From the date of this Agreement until the substantial expenditure of timeEffective Time, effort the Company shall not, and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or shall not permit any of their respective Affiliates on its Subsidiaries to, and shall use commercially reasonable best efforts to cause its and its Subsidiaries’ officers, directors, employees, consultants, representatives and other agents, including, but not limited to, investment bankers, attorneys and accountants (collectively, the one hand nor Acquiror“Representatives”), Sub or Acquiror Shareholder on the other handnot to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, or knowingly encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offerby way of furnishing information or assistance), exchange offeror knowingly induce, mergeror take any action to facilitate the making of, consolidationany inquiry, business combinationoffer or proposal that constitutes, sale or may reasonably be expected to lead to, the making of a substantial amount any Acquisition Proposal, or (ii) other than informing Persons of assets or sale the existence of securitiesthis Section 7.2, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction any Acquisition Proposal or, in connection with any Acquisition Proposal, furnish or furnish provide access to any Person (other Person than Parent and Purchaser and their Representatives) to properties, books and records or entity any nonpublic information or data with respect to the businessCompany or any of its Subsidiaries, properties or assets (iii) approve or recommend, or propose to approve or recommend any Acquisition Proposal, or (iv) enter into any understanding, letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or document contemplating or otherwise relating to any Acquisition Proposal (except for any confidentiality agreement required by Section 7.2(b)), or approve or resolve to approve, or recommend or resolve to recommend, any Acquisition Proposal, or (v) take any action to make any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including, without limitation, Section 203 of the other party DGCL) or its Affiliates any restrictive provision of any applicable anti-takeover provision in connection with a Transaction the Company’s certificate of incorporation (including, without limitation, Article Eleventh and Article Fourteenth thereof) or bylaws inapplicable to any transactions contemplated by an Acquisition Proposal; or (c. Any violation of any of the foregoing restrictions set forth in this Section 7.2(a) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person of the Representatives, whether or not such Representative is so authorized and whether or not such Representative is purporting to do act on behalf of the Company or seek any Subsidiary or otherwise, shall be deemed to be a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (xbreach of this Section 7.2(a) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectCompany.

No Solicitation. In consideration (a) Each of the substantial expenditure Molson and Coors agrees that it shall not, and it shall not permit any of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey its Subsidiaries or any of their respective Affiliates on the one hand nor Acquirorofficers or directors of it or its Subsidiaries to, Sub and that it shall direct and cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or Acquiror Shareholder on the other handaccountant retained by it or any of its Subsidiaries) not to, will, prior to the Closing directly or indirectly, through any officerinitiate, director, agent or otherwise: (i) solicit, initiate encourage or encourage otherwise knowingly facilitate any inquiries or the submission of inquiries, proposals or offers from making by any Person or entity relating to any acquisition or purchase of assets of or any equity interest in third party (other than the other party hereto and/or its Subsidiaries) of any proposal or any Affiliate thereof or any tender offer (including with respect to a self-tender offer), exchange offerpurchase, merger, reorganization, share exchange, consolidation, amalgamation, arrangement, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution dissolution, recapitalization or similar transaction involving any material portion of the other party consolidated assets of Molson or its Affiliates Coors or any shares of any class of equity securities of Molson or Coors (a any such proposal or offer being hereinafter referred to as an "Transaction Acquisition Proposal"); . Each of Molson and Coors further 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 direct and cause its and its Subsidiaries' employees, agents and representatives (bincluding any investment banker, attorney or accountant retained by it or any of its Subsidiaries) enter into not to, directly or participate indirectly, (i) engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions or negotiations regarding a Transaction with, any Person relating to an Acquisition Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, knowingly facilitate or encourage any effort or attempt by to make or implement an Acquisition Proposal, (ii) approve or recommend, or propose publicly to approve or recommend, any other Person Acquisition Proposal, or (iii) execute or enter into, or publicly propose to do accept or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant enter into an agreement with respect to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Acquisition Proposal, butincluding a letter of intent, agreement in each case referred to principle, option agreement, merger agreement, acquisition agreement or other agreement in the foregoing clauses (x) and (y), only to the extent that the board furtherance of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectan Acquisition Proposal.

No Solicitation. In consideration of the substantial expenditure of timeSubject to Section 6.18, effort each Contributing Stockholder agrees that it shall not, and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreementshall direct its Representatives not to, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) initiate, solicit, initiate knowingly encourage (including by providing information) or encourage the submission of facilitate any inquiries, proposals or offers from any Person with respect to, or entity relating the making or completion of, or may reasonably be expected to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer lead to, a Company Acquisition Proposal, (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bii) enter into engage or participate in any negotiations concerning, or provide or cause to be provided any non-public information or data relating to the Company or any of its Subsidiaries in connection with, or have any discussions with any person relating to, or may reasonably be expected to lead to, an actual or proposed Company Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement a Company Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal, (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to, or may reasonably be expected to lead to, any Company Acquisition Proposal, or (v) resolve to propose or agree to do any of the foregoing. Each Contributing Stockholder agrees that it shall, and shall cause each of its Representatives to, immediately cease any existing solicitations, discussions or negotiations regarding with any Person (other than the parties hereto) that has made or indicated an intention to make a Transaction Company Acquisition Proposal. If, or furnish prior to any other Person or entity any information the Expiration Time, a Contributing Stockholder receives a proposal with respect to the business, properties or assets sale of the other party or its Affiliates Shares in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate inwhich may reasonably be expected to lead to, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Company Acquisition Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that then such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party Contributing Stockholder shall promptly notify (and in any event within 48 hours) inform Parent of the other party if any identity of the Person making, and the material terms of, such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectproposal.

No Solicitation. In consideration The Company agrees that neither it nor any of its Subsidiaries nor any of the substantial expenditure officers and directors of timeit or its Subsidiaries shall, effort and money that it shall use its reasonable best efforts to be undertaken cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey it or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior its Subsidiaries) not to the Closing (and shall not authorize any of them to) directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, encourage, knowingly facilitate or encourage induce any inquiry with respect to, or the making, submission of inquiriesor announcement of, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer Acquisition Proposal, (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bii) enter into or participate in any discussions or negotiations regarding a Transaction Proposalregarding, or furnish to any other Person or entity any nonpublic information with respect to, or take any other action (including granting any Person a waiver or release under any standstill or similar agreement with respect to any class of equity security of the Company or any of its Subsidiaries or amending, waiving or terminating the Rights Plan, other than as contemplated by this Agreement, or redeeming any Company Rights) to facilitate any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any Person with respect to any Acquisition Proposal, except to notify such Person as to the businessexistence of these provisions (except to the extent specifically permitted pursuant to Section 6.3(c)), properties (iv) approve, endorse or assets of recommend any Acquisition Proposal (except to the other party or its Affiliates in connection with a Transaction Proposal; extent specifically permitted pursuant to Section 6.3(d)), or (cv) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise cooperate in relating to any way with, Acquisition Proposal or assist or participate in, facilitate or encourage any effort or attempt by any transaction contemplated thereby (other Person than a confidentiality agreement specifically permitted pursuant to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror Section 6.3(c)). The Company and its businessesSubsidiaries will immediately cease and cause to be terminated any and all existing activities, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a any third party who has made an unsolicited Transaction Proposal, but, in each case referred parties conducted heretofore with respect to in the foregoing clauses (x) any Acquisition Proposal and (y), only shall use reasonable best efforts to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if cause any such proposal Person (including its employees, agents and representatives) in possession of confidential information about the Company in connection with an Acquisition Proposal to return or offerdestroy all such information and all materials, documents, analyses and other work product containing or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectderived from that information.

No Solicitation. In consideration of the substantial expenditure of time(a) The Company shall, effort shall cause its Subsidiaries to and money shall request that its Representatives, immediately cease (i) any communications, discussions or negotiations with any Person that may be ongoing with respect to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreementa Company Acquisition Proposal, neither MailKey or (ii) furnishing to any of Person (other than Parent, Merger Sub, their respective Affiliates on Representatives and the one hand nor AcquirorCompany’s Representatives) any information with respect to a Company Acquisition Proposal and (iii) cooperating with, Sub assisting in, participating in, or Acquiror Shareholder on knowingly facilitating or encouraging a Company Acquisition Proposal and, if applicable, shall request to have returned to the other handCompany or destroyed any confidential information that has been provided to any Person during any such communications, will, discussions or negotiations occurring in the six (6) months prior to the Closing date of this Agreement. From and after the date of this Agreement until the earlier to occur of the Effective Time or the date of termination of this Agreement in accordance with ARTICLE 9, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or knowingly permit any of its Representatives to (and shall use reasonable best efforts to cause such Persons not to), directly or indirectly, through any officer, director, agent or otherwise: (iA) solicit, initiate or knowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), or knowingly facilitate any inquiry or the making or submission of inquiriesany inquiry, proposals proposal, indication of interest or offers from offer which constitutes, or would reasonably be expected to lead to, a Company Acquisition Proposal, (B) subject to Section 5.02(b), approve or recommend, or publicly propose to approve or recommend, a Company Acquisition Proposal, (C) subject to Section 5.02(b), approve or recommend, or publicly propose to approve or recommend, or execute or enter into any Person letter of intent, memorandum of understanding, merger agreement or entity other agreement, arrangement or understanding, in each case relating to any acquisition a Company Acquisition Proposal (other than an Acceptable Company Confidentiality Agreement) or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer a Company Superior Proposal (including a self-tender offereach an “Alternative Company Acquisition Agreement”), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bD) enter into into, continue or otherwise participate in any discussions or negotiations regarding a Transaction any Company Acquisition Proposal, or (E) agree to do any of the foregoing; provided, however, if, prior to the receipt of 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 Company Superior Proposal and that was not solicited in violation of this Section 5.02(a) made after the date of this Agreement, the Company may, in response to such Company Acquisition Proposal, and subject to compliance with Section 5.02(b), furnish to any other Person or entity any information with respect to the business, properties or assets of Company to the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror making such Company Acquisition Proposal and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging engage in discussions or negotiations with such Person regarding such Company Acquisition Proposal; provided, that (1) prior to furnishing, or causing to be furnished, any such nonpublic information relating to the Company to such Person, the Company enters into a third party who has made confidentiality agreement with the Person making such Company Acquisition Proposal (an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses “Acceptable Company Confidentiality Agreement”) that (x) does not contain any provision that would prevent the Company from complying with its obligation to provide any disclosure to Parent required pursuant to this Section 5.02 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 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), only and (2) promptly (but in any event within 24 hours) following furnishing any such nonpublic information to such Person, the Company furnishes such nonpublic information to Parent (to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of nonpublic information has not been previously so furnished to Parent or its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectRepresentatives).

No Solicitation. In consideration of the substantial expenditure of time(a) Ophthalmic represents and warrants to, effort and money to be undertaken by Acquiror covenants and MailKey in connection agrees with, Premier that Ophthalmic does not have any agreement, arrangement or understanding with the transactions contemplated by this Agreementany potential third party acquiror that, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through would be violated, or require any officerexchanges, directorby reason of the execution, agent delivery and/or consummation of this Agreement. Ophthalmic shall, and it shall cause its officers, directors, employees, investment bankers, attorneys and other agents and representatives to, immediately cease any existing discussions or otherwise: negotiations with any person other than Premier (ia "Third Party") heretofore conducted with respect to any Acquisition Transaction (as hereinafter defined). Ophthalmic shall not, and it shall prohibit its officers, directors, employees, investment bankers, attorneys and other agents and representatives from taking any action to, directly or indirectly, (w) solicit, initiate initiate, continue, facilitate or encourage the submission (including by way of furnishing or disclosing non-public information) any inquiries, proposals or offers from any Person or entity relating Third Party with respect to any acquisition or purchase of a material portion of the assets (other than in the ordinary course of business) or business of, or any significant equity interest in the other party or any Affiliate thereof or any tender offer (including by way of a self-tender offer), exchange offer, or any merger, consolidationconsolidation or business combination with, business combinationor any recapitalization or restructuring, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or any similar transaction involving involving, Ophthalmic (the other party or its Affiliates (a foregoing being referred to collectively as an "Transaction ProposalAcquisition Transaction"); , or (bx) enter into negotiate, explore or participate otherwise communicate in any discussions or negotiations regarding a Transaction Proposal, or furnish to way with any other Person or entity any information Third Party with respect to any Acquisition Transaction, (y) enter into, approve or recommend any agreement, arrangement or understanding requiring Ophthalmic to abandon, terminate or fail to recommend that its stockholders accept the businessOffer or any other transaction contemplated hereby, properties or assets (z) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Premier, the approval or recommendation by the Ophthalmic Board of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way withOffer, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposalthis Agreement; provided, however, that nothing herein shall prevent the foregoing shall not prohibit Acquiror Ophthalmic Board from (x) furnishing information concerning Acquiror taking, and its businessesdisclosing to Ophthalmic's shareholders, properties or assets pursuant a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to any tender offer. Ophthalmic will promptly notify Premier of the receipt of any proposal relating to an appropriate confidentiality agreement Acquisition Transaction. Notwithstanding anything to a third party who has made the contrary in the foregoing, Ophthalmic may, in response to an unsolicited written proposal with respect to an Acquisition Transaction Proposal and/or involving an Acquisition Transaction from a Third Party (yi) engaging in discussions furnish or negotiations disclose non-public information to such Third Party and (ii) negotiate, explore or otherwise communicate with a third party who has made an unsolicited Transaction Proposal, butsuch Third Party, in each case referred to in the foregoing clauses only if (a) after being advised (x) by its outside counsel with respect to its fiduciary obligations and (y), only ) with respect to the extent that financial terms of any such proposed Acquisition Transaction, the board Board of directors Directors of Acquiror shall have concluded Ophthalmic determines in good faith, after consulting with and considering the advise of outside counsel, faith by a majority vote that taking such action is required by the board of directors of Acquiror necessary in the exercise of its fiduciary duties obligations under applicable law (the proposal with respect to an Acquisition Transaction meeting the stockholders requirements of Acquiror. Each party shall promptly notify the other party if this clause (a), a "Superior Proposal") and (b) prior to furnishing or disclosing any such proposal or offernon-public information to, or any inquiry entering into discussions or contact negotiations with, such Third Party, Ophthalmic receives from such Third Party an executed confidentiality agreement (which Ophthalmic is hereby expressly permitted to negotiate with any Person or entity such party) with respect thereto is made. Notwithstanding terms no less favorable in the foregoing, if either party terminates this aggregate to Ophthalmic than those contained in the Ophthalmic Confidentiality Agreement, upon the other party's satisfaction of but which confidentiality agreement shall not provide for any obligation owing exclusive right to the terminating party, the foregoing provision shall be of no force negotiate with Ophthalmic or effect.any exchanges by Ophthalmic and need not contain any

No Solicitation. In consideration The Shareholder hereby agrees that during the term of this Agreement and except as otherwise permitted under the terms of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Merger Agreement, neither MailKey such Shareholder shall not, nor shall he, she or it authorize or permit any of their respective his, her or its controlled Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwiseand Representatives to: (i) entertain, solicit, initiate initiate, knowingly facilitate or knowingly encourage the submission of any inquiries, proposals or offers from that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal, (ii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules 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 Shares in connection with any vote or entity relating other action on any of the Section 2.1(b) Matters, other than to recommend that the holders of Shares vote in favor of the approval of the Merger Agreement, (iii) furnish any information regarding any of the Acquired Companies to any acquisition Person (other than Parent and Parent’s or purchase of assets of the Company’s Representatives acting in their capacity as such) in connection with or in response to an Acquisition Proposal or any equity interest in the other party proposal, inquiry or any Affiliate thereof offer that could reasonably be expected to lead to an Acquisition Proposal, (iv) engage in, continue or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or otherwise participate in any discussions or negotiations regarding a Transaction Proposalwith any Third Party regarding, or furnish to any other Person Third Party information or entity provide to any information Third Party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries in connection with or for the purpose of encouraging or facilitating, an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (v) approve, endorse or recommend any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (vi) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (vii) enter into any letter of intent, agreement, contract, commitment or agreement in principle with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement or (viii) otherwise facilitate knowingly any effort or attempt to make an Acquisition Proposal, in each case except to the extent that at such time the Company is permitted to take such action pursuant to the Merger Agreement (but subject to the same restrictions applicable to the Company with respect to the businesstaking of such action under the Merger Agreement). Immediately following the execution hereof, properties or assets of the other party Shareholder shall, and shall cause his, her or its controlled Affiliates in connection and Representatives to, immediately cease and terminate any existing solicitation, encouragement, discussion or negotiation with a Transaction Proposal; any Third Party theretofore conducted by the Shareholder, his, her or (c) otherwise cooperate in any way with, its controlled Affiliates or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant their respective Representatives with respect to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Acquisition Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any proposal, inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing offer that could reasonably be expected to the terminating party, the foregoing provision shall be of no force or effectlead to an Acquisition Proposal.

No Solicitation. In consideration of the substantial expenditure of time, effort (a) The Company shall not (and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey shall not resolve or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing publicly propose to) directly or indirectly, through any officerand shall ensure that the other Acquired Companies do not (and do not resolve or publicly propose to), directorand shall use its reasonable best efforts to cause its and their respective Representatives not to, agent directly or otherwise: indirectly (other than with respect to Parent and Merger Sub and their Representatives acting on Parent’s behalf): (i) solicit, initiate initiate, knowingly encourage, assist, knowingly induce or encourage knowingly facilitate the making, submission or announcement of inquiriesany Acquisition Proposal or Acquisition Inquiry (including by approving any transaction, proposals or offers from approving any Person (other than Parent and its Affiliates) becoming an “interested stockholder,” for purposes of Section 203 of the DGCL) or entity relating take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (ii) furnish or otherwise provide access to any acquisition or purchase information regarding any of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish Acquired Companies to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant response to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Acquisition Proposal and/or or Acquisition Inquiry; (yiii) engaging engage in discussions or negotiations with a third party who has made an unsolicited Transaction any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent, butmemorandum of understanding, agreement in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if principle or similar document or any such proposal Contract relating directly or offerindirectly to, or any inquiry that contemplates or contact with any Person is intended or entity with respect thereto is made. Notwithstanding the foregoingcould reasonably be expected to result directly or indirectly in, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectan Acquisition Transaction.

No Solicitation. In consideration of (a) Parent shall, shall cause its Subsidiaries to and shall request that its Representatives, immediately cease (i) any communications, discussions or negotiations with any Person that may be ongoing with respect to a Parent Acquisition Proposal, (ii) furnishing to any Person (other than the substantial expenditure of timeCompany, effort its Representatives and money Parent’s Representatives) any information with respect to be undertaken by Acquiror a Parent Acquisition Proposal and MailKey (iii) cooperating with, assisting in, participating in, knowingly facilitating or encouraging a Parent Acquisition Proposal and, if applicable, shall request to have returned to Parent or destroyed any confidential information that has been provided to any Person during any such communications, discussions or negotiations occurring in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, six (6) months prior to the Closing date of this Agreement. From and after the date of this Agreement until the earlier to occur of the Effective Time or the date of termination of this Agreement in accordance with ARTICLE 9, Parent shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or knowingly permit any of its Representatives to (and shall use reasonable best efforts to cause such Persons not to), directly or indirectly, through any officer, director, agent or otherwise: (iA) solicit, initiate or knowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), or knowingly facilitate, any inquiry or the making or submission of inquiriesany inquiry, proposals proposal, indication of interest or offers from offer which constitutes, or would reasonably be expected to lead to, a Parent Acquisition Proposal, (B) subject to Section 6.03(b), approve or recommend, or publicly propose to approve or recommend, a Parent Acquisition Proposal, (C) subject to Section 6.03(b), approve or recommend, or publicly propose to approve or recommend, or execute or enter into any Person letter of intent, memorandum of understanding, merger agreement or entity other agreement, arrangement or understanding, in each case relating to any acquisition a Parent Acquisition Proposal (other than an Acceptable Parent Confidentiality Agreement) or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer a Parent Superior Proposal (including a self-tender offereach an “Alternative Parent Acquisition Agreement”), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bD) enter into into, continue or otherwise participate in any discussions or negotiations regarding a Transaction any Parent Acquisition Proposal, or furnish (E) agree to do any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposalforegoing; provided, however, if, prior to the receipt of the Parent Shareholder Approval, following the receipt of a bona fide written Parent Acquisition Proposal that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror Parent Board determines in good faith, after consultation with Parent’s outside financial advisors and its businessesoutside legal counsel, properties is or assets pursuant could reasonably be expected to an appropriate confidentiality agreement lead to a third party who has Parent Superior Proposal and that was not solicited in violation of this Section 6.03(a) and made an unsolicited Transaction after the date of this Agreement, Parent may, in response to such Parent Acquisition Proposal, and subject to compliance with Section 6.03(b), furnish information with respect to Parent to the Person making such Parent Acquisition Proposal and/or (y) engaging and engage in discussions or negotiations with such Person regarding such Parent Acquisition Proposal; provided, that (1) prior to furnishing, or causing to be furnished, any such nonpublic information relating to Parent to such Person, Parent enters into a third party who has made confidentiality agreement with the Person making such Parent Acquisition Proposal (an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses “Acceptable Parent Confidentiality Agreement”) that (x) does not contain any provision that would prevent Parent from complying with its obligation to provide any disclosure to the Company required pursuant to this Section 6.03 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 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 Parent Acquisition Proposal), only and (2) promptly (but in any event within 24 hours) following furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties nonpublic information has not been previously so furnished to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal Company or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectits Representatives).

No Solicitation. In consideration of (a) Cameron shall not, and shall cause its Subsidiaries not to, and shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, advisors, agents and other representatives (with respect to any person, the substantial expenditure of timeforegoing persons are referred to herein as such person’s “Representatives”) not to, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) take any action to solicit, initiate initiate, knowingly encourage or encourage knowingly facilitate the making, submission or announcement of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of Acquisition Proposal or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposalinquiry with respect thereto, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate engage in, facilitate continue or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging otherwise participate in discussions or negotiations with a third party who any person with respect thereto (except to notify such person of the existence of the provisions of this Section 8.3), (ii) furnish any nonpublic information or afford access to properties, books or records to any person that has made an unsolicited Transaction or, to the knowledge of Cameron, is considering making, any Acquisition Proposal, but(iii) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, stock purchase agreement, asset purchase agreement or stock exchange, or option agreement, relating to an Acquisition Proposal (other than confidentiality agreements contemplated by this Section 8.3), or (iv) propose publicly or agree to do any of the foregoing. Notwithstanding the foregoing, prior to (but not after) the occurrence of the Cameron Stockholder Approval, Cameron may, directly or indirectly through its Representatives (A) contact any person making an Acquisition Proposal to clarify the terms and conditions thereof or to inform such person that any Acquisition Proposal made orally can only be considered if made in writing, (B) furnish information and access, but only in response to a written request for information or access, to any person making an Acquisition Proposal to the Cameron Board after the date hereof which was not solicited, initiated, knowingly encouraged or knowingly facilitated by Cameron or any of its affiliates or any Representative of Cameron or any of its Subsidiaries on or after the date hereof and (C) participate in discussions and negotiate with such person concerning any such unsolicited Acquisition Proposal, if and only if, in each any such case referred set forth in clause (B) or (C) of this sentence, (i) Cameron has not breached this Section 8.3(a) in any material respect with respect to in such Acquisition Proposal, (ii) the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded Cameron Board concludes in good faith, after consulting with receipt of the advice of a financial advisor of nationally recognized reputation and considering the advise of outside legal counsel, that such action Acquisition Proposal is required by reasonably likely to result in a Superior Proposal, and (iii) Cameron receives from the board person making such an Acquisition Proposal an executed confidentiality agreement the material terms of directors which, as they relate to confidentiality, are (without regard to the terms of Acquiror such Acquisition Proposal) in all material respects (x) no less favorable in the exercise of its fiduciary duties aggregate to Cameron and (y) no less restrictive in the aggregate to the stockholders person making such Acquisition Proposal than those contained in the Confidentiality Agreement dated June 11, 2015 between a subsidiary of Acquiror. Each party shall promptly notify Schlumberger and Cameron (the other party if “Confidentiality Agreement”), and for the avoidance of doubt, any such proposal confidentiality agreement need not include explicit or offerimplicit standstill restrictions or otherwise restrict the making of or amendment or modification to any Acquisition Proposal, and any information provided to such person has previously been provided to Schlumberger or any inquiry or contact is provided to Schlumberger substantially concurrently with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing its provision to the terminating party, the foregoing provision shall be of no force or effectsuch person.

No Solicitation. In consideration of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated (a) Except as permitted by this AgreementSection 5.3, neither MailKey or any of their respective Affiliates on during the one hand nor AcquirorPre-Closing Period the Company shall not, Sub or Acquiror Shareholder on the and shall cause its officers and directors not to, and shall use reasonable best efforts to cause its other handRepresentatives not to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) (A) solicit, initiate or knowingly facilitate or encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a selfby way of furnishing non-tender public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (other than discussions solely to clarify the terms and conditions of such proposal or offer), exchange offer(B) engage in, merger, consolidation, business combination, sale of a substantial amount of assets continue or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or otherwise participate in any discussions or negotiations regarding a Transaction Proposalregarding, or furnish to any other Person any non-public information in connection with, or entity for the purpose of soliciting or knowingly encouraging or facilitating, an Acquisition Proposal or any information proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that the terms of this provision prohibit such discussion), (C) approve, adopt, endorse or recommend 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 would reasonably be expected to lead to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement) or (D) take any action to exempt any Person (other than Parent and its Subsidiaries) from the businessrestrictions on “business combinations” or any similar provision contained in applicable Takeover Laws or the Company’s organizational and other governing documents; (iii) waive or release any Person from, properties forebear in the enforcement of, or assets amend any standstill agreement or any standstill provisions of the any other party or its Affiliates in connection with a Transaction ProposalContract; or (civ) otherwise cooperate resolve or agree to do any of the foregoing. As promptly as reasonably practicable (and in any way withevent within two business days) following the date hereof, the Company shall discontinue electronic or assist physical data room access granted, and request the prompt return or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from destruction (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required provided for by the board applicable confidentiality agreement) of directors of Acquiror in the exercise of all information or documents previously furnished to any Person (other than Parent, its fiduciary duties Affiliates and their respective Representatives) that has made, has indicated an intention to the stockholders of Acquiror. Each party shall promptly notify the other party if make an Acquisition Proposal and all material incorporating such information created by any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectPerson.

No Solicitation. In consideration (a) The Company agrees that, following the date of the substantial expenditure of time, effort this Agreement and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing earlier of the Acceptance Time or the date on which this Agreement is terminated pursuant to Article VIII hereof, neither it nor any of its Subsidiaries shall, and that it shall use its reasonable efforts to cause its and each of its Subsidiaries’ officers, directors, employees, advisors and agents and representatives (collectively, “Representatives”) not to, directly or indirectly, through any officer, director, agent or otherwise: (i) solicitknowingly solicit or initiate any Alternative Transaction Proposal (as defined in Section 5.2(f)(ii)), initiate (ii) provide any information or encourage the submission of inquiries, proposals or offers from data to any Person or entity person relating to any acquisition or purchase in connection with an Alternative Transaction Proposal (except to disclose the existence of assets the provisions of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offerthis Section 5.2), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (biii) enter into or participate engage in any discussions or negotiations regarding a concerning an Alternative Transaction Proposal, or furnish otherwise knowingly take any action to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by to make or implement an Alternative Transaction Proposal (including providing the approval required under the Rights Agreement or Section 203 of the DGCL, amending the Rights Agreement, or failing to enforce or amending any other Person standstill or similar agreement), (iv) approve, recommend, agree to do or seek a accept, or propose publicly to approve, recommend, agree to or accept, any Alternative Transaction Proposal; provided, however(v) approve, endorse or recommend, agree to or accept, or propose to approve, endorse, 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 Alternative Transaction Proposal or (vi) except as permitted pursuant to Section 5.2(d), withdraw, modify or otherwise change in a manner adverse to Parent or the Merger Sub the Company Board Recommendation. The Company agrees that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror it and its businessesRepresentatives will immediately cease and cause to be terminated any existing activities, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited any persons conducted heretofore with respect to any Alternative Transaction Proposal, but, in each case referred Proposal (except with respect to in the foregoing clauses (xTransactions) and (y), only to request the extent that the board destruction or return of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal information provided under any nondisclosure or offer, or any inquiry or contact similar agreements with any Person or entity with respect thereto is made. Notwithstanding party other than the foregoing, if either party terminates this Confidentiality Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration of (a) From the substantial expenditure of timedate hereof until the Expiration Date, effort the Stockholder shall not, and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreementshall instruct its Representatives not to, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) initiate, seek or solicit, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposalproposal that constitutes, or furnish would reasonably be expected to any other Person or entity any information lead to, an Acquisition Proposal with respect to the businessAkebia, properties (ii) participate or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging engage in discussions or negotiations with a third party who with, or disclose any non-public information or data relating to, Akebia or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an unsolicited Transaction ProposalAcquisition Proposal with respect to Akebia or (iii) enter into any agreement, butincluding any letter of intent, memorandum of understanding, agreement in each case referred principle, merger agreement, acquisition agreement or other similar agreement, with respect to in the foregoing clauses an Acquisition Proposal with respect to Akebia. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia, Keryx and their Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia, Keryx and their Affiliates) to any data room (virtual or otherwise) established for such purpose and (y)) request the return or destruction of all confidential and non-public information provided to third parties since January 1, only 2017, relating to an Acquisition Proposal, within two (2) Business Days from the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectdate hereof.

No Solicitation. In consideration (a) Except as set forth in Section 6.7(b), none of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or Company nor any of their its Subsidiaries shall, and each of them shall cause its respective Affiliates on the one hand nor Acquirorofficers, Sub or Acquiror Shareholder on the directors, employees, agents, investment bankers, financial advisors, attorneys, accountants and other handretained representatives (each a “Representative”) not to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: indirectly (i) solicit, initiate initiate, encourage, knowingly facilitate (including by way of providing information) or encourage induce any inquiry, proposal or offer with respect to, or the submission of inquiriesmaking or completion of, proposals any Acquisition Proposal, or offers from any Person inquiry, proposal or entity relating offer that is reasonably likely to lead to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer Acquisition Proposal, (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bii) enter into into, continue or otherwise participate in any discussions or negotiations regarding a Transaction Proposalregarding, or furnish to any other Person or entity “group” (as such term is defined in Section 13(d) under the Exchange Act) any confidential or nonpublic information with respect to or in connection with, an Acquisition Proposal, (iii) take any other action to knowingly facilitate any inquiries or the businessmaking of any proposal that constitutes or may reasonably be expected to lead to an Acquisition Proposal, properties (iv) approve, endorse or assets recommend, or propose to approve, endorse or recommend any Acquisition Proposal or any agreement related thereto, (v) enter into any agreement contemplating or otherwise relating to any Acquisition Transaction or Acquisition Proposal (other than any confidentiality agreement required by Section 6.7(b)), (vi) enter into any agreement or agreement in principle requiring, directly or indirectly, Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (vii) propose or agree to do any of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration Each Stockholder, solely in its capacity as a stockholder of the substantial expenditure of timeCompany, effort shall not, and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreementshall cause its Representatives not to, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (ia) solicit, initiate initiate, knowingly facilitate or knowingly encourage the submission (including by way of providing information) any inquiries, proposals or offers from offers, or the making of any Person submission or entity relating announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer)Company Takeover Proposal, exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) directly or indirectly engage in, enter into or participate in any discussions or negotiations regarding a Transaction Proposalwith any Person regarding, or furnish to any other Person or entity any information with respect or afford access to the business, properties properties, assets, books or assets records of the Company to, or take any other party action to assist, knowingly facilitate or its Affiliates knowingly encourage any effort by any Person, in each case in connection with or in response to any inquiry, offer or proposal that constitutes, or would reasonably be expected to lead to any Company Takeover Proposal (other than, solely in response to an inquiry that did not result from or arise in connection with a Transaction Proposal; material breach of this Section 4.6, to refer the inquiring person to the restrictions of this Section 4.6 and of the Merger Agreement and to limit such Stockholder’s conversation and other communication exclusively to such referral or to clarify the terms thereof), (c) otherwise cooperate enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to any way withCompany Takeover Proposal, (d) knowingly encourage or assist or participate in, facilitate or encourage any effort or attempt by recommend any other Person holder of Company Common Stock to vote against the Merger or to not tender shares of Company Common Stock into the Offer or (e) resolve or agree to do or seek a Transaction Proposal; providedany of the foregoing. Each Stockholder shall, howeverand shall cause its Representatives to, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror immediately cease and its businessescause to be terminated all solicitations, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations regarding any inquiry, proposal or offer pending on the date of this Agreement that constitutes, or that would reasonably be expected to lead to, a Company Takeover Proposal. For clarity, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with a third party who has made an unsolicited Transaction Proposalsuch Stockholder, butbut (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case referred to in the foregoing of clauses (xi) and to (yiii), only to who do not have actual knowledge of the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectTransactions.

No Solicitation. In consideration of the substantial expenditure of timeParent Stockholder will not, effort and money to be undertaken by Acquiror will cause its Representatives not to, and MailKey in connection with the transactions contemplated by this Agreementwill not announce any intention to, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectlyindirectly (A) initiate, through solicit or knowingly encourage or knowingly facilitate any officerinquiries, director, agent or otherwise: (i) solicit, initiate or encourage the submission expressions of inquiriesinterest, proposals or offers from any Person that constitute or entity relating would reasonably be expected to any acquisition lead to an Acquisition Proposal, (B) engage in or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or otherwise participate in any discussions or negotiations regarding a Transaction an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal, or furnish (C) provide (including through access to any other data room) any non-public information to any Person relating to the Company or entity the Parent, or any information of their respective Subsidiaries with respect to an Acquisition Proposal or that the businessCompany or Parent reasonably expects would be used for the purposes of formulating an Acquisition Proposal, properties (D) enter into any agreement, letter of intent, memorandum of understanding, agreement in principle or assets Contract with respect to any Acquisition Proposal, (E) submit any Acquisition Proposal or any matter related thereto to the vote of the other party stockholders of the Company or its Affiliates in connection with a Transaction Proposal; the Parent, or (cF) otherwise cooperate in any way withresolve or agree or publicly propose to, or assist permit the Parent or participate inany of its Subsidiaries or any of its or their Representatives to resolve or agree or publicly propose to take any of the actions referred to in clauses (A) – (E). Notwithstanding anything in this Agreement to the contrary, facilitate Parent Stockholder, directly or encourage indirectly through one or more of its Representatives, may engage in the actions referred to in clauses (A)—(E) of this Section 8 with any effort or attempt by any other Person if the Parent is permitted to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets engage in such actions with such Person pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, butSection 7.10 of the Merger Agreement, in each case referred to in the foregoing clauses (x) and (y), only subject to the extent that restrictions and limitations set forth in Section 7.10 of the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Merger Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration (a) Except as set forth in Sections 7.11(b) through (d) hereof, the Company agrees that, following the date of this Agreement and prior to the earlier of the substantial expenditure Effective Time or the date on which this Agreement is terminated pursuant to Section 9.1, neither it nor any Company Subsidiary shall, and that it shall use all commercially reasonable efforts to cause its and each of timethe Company Subsidiary’s officers, effort directors, employees, advisors and money agents not to, directly or indirectly, (i) knowingly solicit, initiate or encourage any inquiry or proposal that constitutes or could reasonably be expected to be undertaken by Acquiror and MailKey lead to a Company Acquisition Proposal, (ii) provide any non-public information or data to any Person relating to or in connection with a Company Acquisition Proposal, engage in any discussions or negotiations concerning a Company Acquisition Proposal, or otherwise knowingly 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 Company Subsidiaries or any of the Company’s or the Company Subsidiaries’ officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by the Company or the Company Subsidiaries) shall be a breach of this Section 7.11(a) by the Company. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Company Acquisition Proposal (except with respect to the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration of (a) From the substantial expenditure of timedate hereof until the Expiration Date, effort the Stockholder shall not, and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreementshall instruct its Representatives not to, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) initiate, seek or solicit, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposalproposal that constitutes, or furnish would reasonably be expected to any other Person or entity any information lead to, an Acquisition Proposal with respect to the businessKeryx, properties (ii) participate or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging engage in discussions or negotiations with, or disclose any non-public information or data relating to, Keryx or any of its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Keryx or (iii) enter into any agreement with a third party who has made other than Akebia, Keryx or their Affiliates, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an unsolicited Transaction ProposalAcquisition Proposal with respect to Keryx. The Stockholder shall, butand shall instruct its Representatives to, in each case referred to in the foregoing clauses (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia and its Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (other than Akebia and its Affiliates) to any data room (virtual or otherwise) established for such purpose and (y)) request the return or destruction of all confidential and non-public information provided to third parties (other than the Stockholder’s Representatives) since January 1, only 2017, relating to an Acquisition Proposal, within two (2) Business Days from the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectdate hereof.

No Solicitation. In consideration From and after the date hereof, --------------- Telco, without the prior written consent of the substantial expenditure of timeEXCEL, effort will not, and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey will not authorize or permit any of their respective Affiliates on the one hand nor Acquirorits Party Representatives (as defined in Section 7.5(b) hereof) to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate any inquiries or the submission making of inquiries, proposals any proposal which constitutes or offers may reasonably be expected to lead to an Acquisition Proposal (as defined below) from any Person person, or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate engage in any discussions discussion or negotiations regarding a Transaction Proposal, relating thereto or furnish to accept any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Acquisition Proposal; provided, however, that notwithstanding any -------- ------- other provision hereof, Telco may (i) at any time prior to the foregoing time its stockholders shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesseshave voted to approve this Agreement, properties respond to, or assets pursuant to an appropriate confidentiality agreement to engage in discussions or negotiations with, a third party who has made an unsolicited Transaction Proposal and/or (ywithout any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with Telco or its Party Representatives after the date hereof) engaging in seeks to initiate such discussions or negotiations with a and may furnish such third party who has made an unsolicited Transaction Proposalinformation concerning Telco and its business, butproperties and assets if, in each case referred to in the foregoing clauses (x) and (y), only to the extent that that, (A)(x) the board third party has first made a bona fide Acquisition Proposal and (y) the Board of directors Directors of Acquiror Telco shall have concluded conclude in good faith, after consulting with and considering applicable law, on the advise basis of oral or written advice of outside counsel, that such action is required by necessary for the board Board of directors Directors of Acquiror Telco to act in the exercise of a manner consistent with its fiduciary duties under applicable law and (B) prior to first furnishing such information to or entering into discussions or negotiations with such person, Telco (x) provides prompt notice to EXCEL to the stockholders of Acquiror. Each party shall promptly notify effect that it is furnishing information to or entering into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the other party if any aggregate materially more favorable to such proposal person or entity than the terms contained in the Confidentiality Agreement (as defined in Section 7.5(b) hereof), (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party and/or (iii) provided Telco terminates this AgreementAgreement pursuant to Section 9.1(h) hereof, upon the other accept an Acquisition Proposal from a third party's satisfaction of any obligation owing to the terminating party, . Consistent with the foregoing provision provisions of this Section 6.3, Telco shall be of no force or effect.immediately cease and terminate any currently

No Solicitation. In consideration Except as expressly permitted by Section 5.3(b), from the date hereof until the earlier to occur of the substantial expenditure termination of timethis Agreement pursuant to Article 7 and the consummation of the Closing, effort the Company shall not, and money to be undertaken by Acquiror shall cause its Subsidiaries not to, instruct, authorize or knowingly permit any of their officers and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey directors or any of their respective Affiliates on the one hand nor Acquirorother Representatives to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, propose or encourage knowingly induce the making, submission of inquiriesor announcement of, proposals or offers from knowingly encourage, facilitate or assist, any Person Inquiry or entity proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Third Party any non-public information relating to the Company or its Subsidiaries or afford to any acquisition Third Party access to the properties, assets, books, records or purchase other non-public information, or to any personnel, of assets of the Company or its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any equity interest Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications or negotiations with any Third Party with respect to an Acquisition Proposal or Inquiry (other than informing such Third Parties of the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"provisions contained in this Section 5.3); (biv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or participate other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”). From the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article 7 and the consummation of the Closing, the Company and its Subsidiaries shall be required to enforce, and shall not be permitted to waive, terminate or modify, any discussions provision of any standstill or negotiations regarding confidentiality agreement that prohibits or purports to prohibit a Transaction Proposal, or furnish to any other Person or entity any information with respect proposal being made to the business, properties Company Board (or assets any committee thereof) (unless the Company Board or a duly authorized committee thereof acting with the full force and authority of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who Company Board has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded determined in good faith, after consulting consultation with and considering the advise of its outside counsel, that failure to take such action is required by the board of directors of Acquiror in the exercise of would be reasonably likely to be inconsistent with its fiduciary duties to the stockholders of Acquirorunder applicable Law). Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding Without limiting the foregoing, if either party terminates it is agreed that any violation of the restrictions in this Agreement, upon the other party's satisfaction of any obligation owing Section 5.3(a) applicable to the terminating partyCompany by any of its and its Subsidiaries’ directors, the foregoing provision officers, managers, partners or employees shall be deemed to be a breach of no force or effectthis Section 5.3(a) by the Company for all purposes hereunder.

No Solicitation. In consideration From and after the expiration of the substantial expenditure Transaction Solicitation Period, such Stockholder shall not, nor shall such Stockholder authorize or permit any of timeits Representatives to, effort and money directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal that constitutes, or is reasonably expected to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreementlead to, neither MailKey an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior designees) any non-public information relating to the Closing directly Company or indirectly, through any officer, director, agent of its Subsidiaries or otherwise: (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from afford to any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect access to the business, properties properties, assets, books, records or assets other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other party than Parent, Merger Sub or its Affiliates any of their respective designees), in any such case in connection with a Transaction any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 4.5); (iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement; or (cvi) otherwise cooperate in any way withauthorize, resolve or assist or participate in, facilitate or encourage any effort or attempt by any other Person commit to do or seek a Transaction Proposal; provided, however, that any of the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is madeforegoing. Notwithstanding the foregoing, if either party terminates nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Sections 6.3 and 6.4 of the Merger Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration (a) Prior to the Closing Date, the Company and Stream each agrees that neither it nor any of the substantial expenditure of timeits Subsidiaries, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or nor any of their respective Affiliates on directors, officers or employees shall, and that the one hand nor AcquirorCompany and Stream shall each direct and use its reasonable best efforts to cause its Subsidiaries’ agents and other representatives (including any investment banker, Sub attorney or Acquiror Shareholder on the other handaccountant retained by it or any of its Subsidiaries) not to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) initiate, solicit, initiate or knowingly encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offerby way of furnishing information) or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (as defined below), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bii) enter into into, or participate in any discussions or negotiations regarding a Transaction regarding, any Acquisition Proposal, or furnish to any other Person any non-public information (whether orally or entity in writing) in response to or in furtherance of any information with respect Acquisition Proposal, afford any Person access to the its or their business, properties properties, assets, books or assets of the other party records, or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way withwith or knowingly assist, encourage or assist or participate in, otherwise facilitate or encourage any effort or attempt by to make or implement an Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, an Acquisition Proposal or, in the case of Stream, withdraw or propose publicly to withdraw, or modify or propose publicly to modify in a manner adverse to the Exchange, the Stream recommendation in favor of the Exchange (it being understood that publicly announcing that Stream is taking a neutral position or no position with respect to the Exchange shall be considered an adverse recommendation) (any other Person to do or seek a Transaction Proposal; provided, however, that of the foregoing shall not prohibit Acquiror from in this clause (xiii), as to Stream, a “Stream Adverse Recommendation Change”), or (iv) furnishing information concerning Acquiror grant any Person a waiver or release under any standstill or similar agreement with respect to any class of its respective equity securities or voting securities. The Company and its businesses, properties Stream each agrees that it will take the necessary steps to promptly inform the individuals or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case entities referred to in the foregoing clauses (x) and (yfirst sentence hereof of the obligations undertaken by it in this Section 5.2(a), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration (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 substantial expenditure termination of timethis Agreement pursuant to Article VIII and the Effective Time, effort the Company shall not, and money to be undertaken by Acquiror shall cause its directors and MailKey in connection with the transactions contemplated by this Agreementofficers not to, neither MailKey nor shall it authorize or knowingly permit any of their respective Affiliates on the one hand nor Acquirorits other Representatives to, Sub or Acquiror Shareholder on the and shall direct and use its reasonable best efforts to cause such other handRepresentatives not to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, knowingly encourage or encourage the submission of inquiriesknowingly facilitate, proposals any inquiry, proposal or offers from offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish to any Person (other than Parent, Merger Sub or entity relating any designees or Representatives of Parent or Merger Sub), or any Representative thereof, any information, or afford to any acquisition or purchase of assets of Person (other than Parent, Merger Sub or any equity interest in designees or Representatives of Parent or Merger Sub) access to the business, properties, assets, books, records or other party information, or to any personnel, of the Company or any Affiliate thereof of its Subsidiaries, in any such case in connection with, or with the intent to facilitate, the making, submission or announcement of any tender inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets iii) participate or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate engage in any discussions or negotiations regarding a Transaction Proposalwith any Person, or furnish to any other Person or entity any information Representative thereof, with respect to the businessany inquiry, properties proposal or assets offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (except to notify any Person of the provisions of this Section 5.2), (iv) enter into any merger agreement, purchase agreement, letter of intent or similar agreement with respect to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 5.2(c)), (v) approve any transaction under, or any third party or its Affiliates in connection with a Transaction Proposal; becoming an “interested stockholder” under, Section 203 of the DGCL, or (cvi) otherwise cooperate in approve, authorize, agree or publicly announce any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person intention to do or seek a Transaction Proposal; providedany of the foregoing. Subject to Section 5.2(c), howeverduring 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, that the foregoing Company shall, and shall cause its directors and officers to, and shall direct and use its reasonable best efforts to cause its other Representatives to, cease and cause to be terminated, and shall not prohibit Acquiror from (x) furnishing information concerning Acquiror authorize or knowingly permit any of its other Representatives to continue, any and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in all discussions or negotiations with a third party who has made an unsolicited Transaction Proposalany Person (other than Parent, but, in each case referred to in the foregoing clauses (x) Mergxx Xxx and (ytheir Representatives), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity Representative thereof, conducted prior to the date of this Agreement with respect thereto is madeto any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Acquisition Proposal. Notwithstanding Within twenty four (24) hours after the foregoing, if either party terminates date of this Agreement, upon the Company will terminate access by any Person (other party's satisfaction than Parent, Merger Sub and their Representatives) to any physical or electronic data room relating to a potential Acquisition Proposal (or prior discussions in respect of any obligation owing 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) during the twelve (12) months prior to the terminating party, date hereof relating to a potential Acquisition Proposal promptly return to the foregoing provision shall be Company or destroy pursuant to the terms of no force such confidentiality agreement all documents and materials containing confidential information of the Company that has been furnished by the Company or effectany of its Representatives to such Person.

No Solicitation. In consideration of (a) Unless this Agreement is terminated pursuant to Section 9.1, TWOLF and XRAY shall not, and shall cause their respective Subsidiaries and their and their respective Subsidiaries’ respective executive officers and directors not to, and shall use their respective reasonable best efforts to cause their other respective Representatives and the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any other Representatives of their respective Affiliates on the one hand nor AcquirorSubsidiaries not to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate or knowingly take any action to facilitate or encourage the submission of inquiriesany Acquisition Proposal or proposal or inquiry that constitutes, proposals or offers from any Person or entity relating would reasonably be expected to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer)lead to, exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction an Acquisition Proposal"); (bii) enter into participate or participate engage in any discussions or negotiations regarding a Transaction Proposalwith, disclose any information relating to TWOLF or XRAY, as applicable, or furnish any of their respective Subsidiaries to, afford access to any other Person or entity any information with respect to the their business, properties properties, assets, books or assets of the other party records, or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or knowingly assist, participate in, facilitate or encourage any effort or attempt by by, any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who that is seeking (or TWOLF or XRAY, as applicable, should know is seeking) to make, or has made made, any Acquisition Proposal relating to TWOLF or XRAY, as applicable; (iii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of TWOLF or XRAY, as applicable, or any of their respective Subsidiaries (other than provisions in such obligations customarily referred to as “don’t ask” provisions) or (B) approve any transaction under, or any third Table of Contents party becoming an unsolicited Transaction Proposal and/or “interested stockholder” under, Section 203 of the DGCL; (yiv) engaging approve or enter into any agreement in discussions principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or negotiations with a third party who has made an unsolicited Transaction other Contract relating to any Acquisition Proposal, but, in each case referred case, whether written or oral, binding or nonbinding, or enter into any agreement or agreement in principle requiring TWOLF or XRAY, as applicable, to in abandon, terminate or fail to consummate the foregoing clauses transactions contemplated hereby or breach its obligations under this Agreement; or (xv) resolve, propose or agree to do any of the foregoing. Each of TWOLF and (y)XRAY shall, only and shall cause their respective Subsidiaries and its and their respective Representatives to the extent that the board of directors of Acquiror immediately cease and cause to be terminated, and shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise not authorize or knowingly permit any of its fiduciary duties or their Representatives to the stockholders of Acquiror. Each continue, any and all existing activities, discussions or negotiations, with any third party conducted with respect to any Acquisition Proposal and shall promptly notify the other party request and, if necessary, enforce any rights to require any such proposal third party (or offerits agents or advisors) in possession of information in respect of TWOLF or XRAY, as applicable, or any inquiry of their respective Subsidiaries that was furnished by or contact with any Person on behalf of such party and their respective Subsidiaries to return or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectdestroy (and confirm destruction of) all such information.

No Solicitation. In consideration (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 substantial expenditure termination of timethis Agreement pursuant to Article VIII and the Effective Time, effort the Company shall not, and money to be undertaken by Acquiror shall cause its directors and MailKey in connection with the transactions contemplated by this Agreementofficers not to, neither MailKey nor shall it authorize or knowingly permit any of their respective Affiliates on the one hand nor Acquirorits other Representatives to, Sub or Acquiror Shareholder on the and shall direct and use its reasonable best efforts to cause such other handRepresentatives not to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, knowingly encourage or encourage the submission of inquiriesknowingly facilitate, proposals any inquiry, proposal or offers from offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish to any Person (other than Parent, Merger Sub or entity relating any designees or Representatives of Parent or Merger Sub), or any Representative thereof, any information, or afford to any acquisition or purchase of assets of Person (other than Parent, Merger Sub or any equity interest in designees or Representatives of Parent or Merger Sub) access to the business, properties, assets, books, records or other party information, or to any personnel, of the Company or any Affiliate thereof of its Subsidiaries, in any such case in connection with, or with the intent to facilitate, the making, submission or announcement of any tender inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets iii) participate or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate engage in any discussions or negotiations regarding a Transaction Proposalwith any Person, or furnish to any other Person or entity any information Representative thereof, with respect to the businessany inquiry, properties proposal or assets offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (except to notify any Person of the provisions of this Section 5.2), (iv) enter into any merger agreement, purchase agreement, letter of intent or similar agreement with respect to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 5.2(c)), (v) approve any transaction under, or any third party or its Affiliates in connection with a Transaction Proposal; becoming an “interested stockholder” under, Section 203 of the DGCL, or (cvi) otherwise cooperate in approve, authorize, agree or publicly announce any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person intention to do or seek a Transaction Proposal; providedany of the foregoing. Subject to Section 5.2(c), howeverduring 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, that the foregoing Company shall, and shall cause its directors and officers to, and shall direct and use its reasonable best efforts to cause its other Representatives to, cease and cause to be terminated, and shall not prohibit Acquiror from (x) furnishing information concerning Acquiror authorize or knowingly permit any of its other Representatives to continue, any and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in all discussions or negotiations with a third party who has made an unsolicited Transaction Proposalany Person (other than Parent, but, in each case referred to in the foregoing clauses (x) Xxxxxx Sub and (ytheir Representatives), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity Representative thereof, conducted prior to the date of this Agreement with respect thereto is madeto any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Acquisition Proposal. Notwithstanding Within twenty four (24) hours after the foregoing, if either party terminates date of this Agreement, upon the Company will terminate access by any Person (other party's satisfaction than Parent, Merger Sub and their Representatives) to any physical or electronic data room relating to a potential Acquisition Proposal (or prior discussions in respect of any obligation owing 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) during the twelve (12) months prior to the terminating party, date hereof relating to a potential Acquisition Proposal promptly return to the foregoing provision shall be Company or destroy pursuant to the terms of no force such confidentiality agreement all documents and materials containing confidential information of the Company that has been furnished by the Company or effectany of its Representatives to such Person.

No Solicitation. In consideration of the substantial expenditure of time(a) Takeover Proposals. Giga, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreementeach shall cause it Representatives, neither MailKey Subsidiaries or any of their respective Affiliates on the one hand nor AcquirorSubsidiaries’ Representatives as applicable, Sub or Acquiror Shareholder on the other handnot to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, or knowingly take any action to facilitate or encourage the submission of inquiries, proposals any Takeover Proposal or offers from the making of any Person or entity relating proposal that could reasonably be expected to lead to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offerTakeover Proposal, or, subject to Section 6.05(b), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets (i) conduct or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate engage in any discussions or negotiations regarding a Transaction Proposalwith, disclose any non-public information relating to Giga or furnish to any other Person or entity any information with respect of its Subsidiaries, as applicable, to, afford access to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way withproperties, assets, books, or assist records of Giga or any of its Subsidiaries to, or knowingly assist, participate in, facilitate facilitate, or encourage any effort by, any third party (or attempt by its potential sources of financing) that is seeking to make, or has made, any other Person to do or seek a Transaction Takeover Proposal; provided, however, that (ii) except where the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to Giga Board makes a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faithfaith determination, after consulting consultation with its financial advisors and considering the advise of outside legal counsel, that such action is required by the board it would or could reasonably be expected to result in a Superior Proposal, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of directors equity securities of Acquiror in the exercise Giga or any of its fiduciary duties Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries; or (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 Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the stockholders of Acquiror. Each party Effective Date with respect to any Takeover Proposal and shall promptly notify the other party if request that any such proposal third party (or offer, its agents or advisors) in possession of non-public information in respect of Giga and any inquiry of their respective Subsidiaries that was furnished by or contact with any Person on behalf of such party or entity with respect thereto is madeits respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Notwithstanding Without limiting the foregoing, if either party terminates it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this AgreementSection 6.05 by any Representative of Giga or its Subsidiaries whether or not such Representative is purporting to act on behalf of Giga or any of its Subsidiaries, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be deemed to be a breach of no force or effectthis Section 6.05 by the applicable party.

No Solicitation. In consideration Except as expressly permitted by Section 5.3(b), from the date hereof until the earlier to occur of the substantial expenditure termination of timethis Agreement pursuant to Article 7 and the consummation of the Closing, effort the Company will not, and money to be undertaken by Acquiror will cause its Subsidiaries not to, instruct, authorize or knowingly permit any of their officers and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey directors or any of their respective Affiliates on the one hand nor Acquirorother Representatives to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, propose or encourage knowingly induce the making, submission of inquiriesor announcement of, proposals or offers from knowingly encourage, facilitate or assist, any Person Inquiry or entity proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Third Party any non-public information relating to the Company or its Subsidiaries or afford to any acquisition Third Party access to the properties, assets, books, records or purchase other non-public information, or to any personnel, of assets of the Company or its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any equity interest Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications or negotiations with any Third Party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"provisions contained in this Section 5.3); (biv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or participate other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in any discussions principle, memorandum of understanding, merger agreement, acquisition agreement or negotiations regarding a Transaction Proposalother Contract with respect to, or furnish that is intended to result in, or would reasonably be expected to lead to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”). From the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article 7 and the consummation of the Closing, the Company and its Subsidiaries will be required to enforce, and will not be permitted to waive, terminate or modify, any other Person provision of any standstill or entity any information with respect confidentiality agreement that prohibits or purports to prohibit a proposal being made to the business, properties Company Board (or assets of any committee thereof) (unless the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who Company Board has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded determined in good faith, after consulting consultation with and considering the advise of its outside counsel, that failure to take such action is required by the board of directors of Acquiror in the exercise of would reasonably be expected to be inconsistent with its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectunder applicable Law).

No Solicitation. In consideration Except as otherwise expressly permitted under Section 6.05 of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Merger Agreement, neither MailKey from and after the date hereof until the termination of this Agreement pursuant to Section 8 hereof, Shareholder, in its capacity as a shareholder of HEOP, shall not, nor shall Shareholder authorize or direct any of its partners, officers, directors, advisors or representatives, or any of its or their respective Affiliates on the one hand nor Acquiroraffiliates, Sub or Acquiror Shareholder on the other handto, will(a) initiate, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate induce or encourage knowingly encourage, or knowingly take any action to facilitate the submission of inquiriesmaking of, proposals any inquiry, offer or offers from any Person proposal which constitutes, or entity relating could reasonably be expected to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer)lead to, exchange offeran Acquisition Proposal, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction any Acquisition Proposal, or furnish furnish, or otherwise afford access, to any Person (other Person or entity than Company and HEOP) any information or data with respect to the businessCompany or otherwise relating to an Acquisition Proposal, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) enter into any agreement, agreement in principle or letter of intent with respect to an Acquisition Proposal, (d) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, (e) approve or recommend, or propose publicly to approve or recommend, any agreement, agreement in principle or letter of intent with respect to an Acquisition Proposal, (f) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise cooperate encourage or assist any party in taking or planning any way action that would compete with, restrain or assist otherwise serve to interfere with or participate ininhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, facilitate (g) initiate a shareholders’ vote or encourage any effort or attempt action by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant consent of Company’s shareholders with respect to an appropriate confidentiality agreement Acquisition Proposal, or (h) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to a third party who has made any voting securities of Company that takes any action in support of an unsolicited Transaction Proposal and/or (y) engaging in Acquisition Proposal. Shareholder agrees immediately to cease and cause to be terminated any activities, discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in conducted before the foregoing clauses (x) and (y), only to the extent that the board date of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact this Agreement with any Person or entity Persons other than Company and HEOP with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of to any obligation owing to the terminating party, the foregoing provision shall be of no force or effectpossible Acquisition Proposal.

No Solicitation. In consideration (a) Each of Magenta and the substantial expenditure of timeCompany agrees that, effort and money to be undertaken by Acquiror and MailKey in connection with during the transactions contemplated by this AgreementPre-Closing Period, neither MailKey it nor any of its Subsidiaries shall, nor shall it or any of their respective Affiliates on the one hand nor Acquirorits Subsidiaries authorize any of its Representatives to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate or encourage knowingly encourage, induce or facilitate the communication, making, submission or announcement of inquiriesany Acquisition Proposal or Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry, proposals or offers from (ii) furnish any non-public information regarding such Party to any Person in connection with or entity in response to an Acquisition Proposal or Acquisition Inquiry, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, (iv) approve, endorse or recommend any Acquisition Proposal (subject to Section 6.2 and Section 6.3), (v) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any acquisition Acquisition Transaction, (vi) take any action that would reasonably be expected to lead to an Acquisition Proposal or purchase of assets of Acquisition Inquiry or (vii) publicly propose to do any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposalfollowing; provided, however, that that, notwithstanding anything contained in this Section 5.4 and subject to compliance with this Section 5.4, prior to the foregoing shall not prohibit Acquiror from approval of this Agreement by a Party’s stockholders (x) furnishing information concerning Acquiror i.e., the Required Company Stockholder Vote, in the case of the Company and its businessesSubsidiaries, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging the Required Magenta Stockholder Vote in the case of Magenta), such Party may furnish non-public information regarding such Party and its Subsidiaries to, and enter into discussions or negotiations with, any Person in response to a bona fide written Acquisition Proposal by such Person which such Party’s board of directors determines in good faith, after consultation with such Party’s financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a third party who has made an unsolicited Transaction ProposalSuperior Offer (and is not withdrawn) if: (A) neither such Party nor any Representative of such Party shall have breached this Section 5.4 in any material respect, but, in each case referred to in the foregoing clauses (xB) and (y), only to the extent that the board of directors of Acquiror shall have concluded such Party concludes in good faith, after consulting with and considering faith based on the advise advice of outside legal counsel, that the failure to take such action is required by would reasonably be expected to be inconsistent with the board of directors of Acquiror in the exercise of its directors’ fiduciary duties under applicable Law, (C) at least two (2) Business Days prior to initially furnishing any such nonpublic information to, or entering into discussions with, such Person, such Party gives the other Party written notice of the identity of such Person and of such Party’s intention to furnish nonpublic information to, or enter into discussions with, such Person, (D) such Party receives from such Person an executed Acceptable Confidentiality Agreement and (E) at least two (2) Business Days prior to furnishing any such nonpublic information to such Person, such Party furnishes such nonpublic information to the stockholders of Acquiror. Each party shall promptly notify other Party (to the extent such information has not been previously furnished by such Party to the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is madeParty). Notwithstanding Without limiting the generality of the foregoing, each Party acknowledges and agrees that, in the event any Representative of such Party takes any action that, if either party terminates taken by such Party, would constitute a breach of this Section 5.4 by such Party, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 5.4 by such Party for purposes of this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration (a) Subject to the provisions of this Section 4.03 set forth below, the substantial expenditure Company agrees that neither it nor any of timeits Subsidiaries shall, effort and money to be undertaken that it shall cause its and their respective officers, directors, employees, agents, advisors and representatives (each, a “Representative”), including any investment banker, attorney or accountant retained by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey it or any of their respective Affiliates on the one hand nor Acquirorits Subsidiaries not to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officerfrom the date hereof, director, agent or otherwise: (i) solicit, initiate initiate, or knowingly encourage the submission of or facilitate any inquiries, proposals or offers from with respect to, or the making or completion of, any Person or entity relating to any acquisition or purchase of assets of Alternative Proposal or any equity interest in the other party inquiry, proposal or any Affiliate thereof or any tender offer that is reasonably likely to lead to an Alternative Proposal, (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bii) enter into engage or participate in any negotiations regarding, or provide or cause to be provided any non-public information or data relating to the Company or any of its Subsidiaries in connection with, or have any discussions with any Person relating to, or negotiations regarding a Transaction that is reasonably likely to lead to, an actual or proposed Alternative Proposal, or furnish to any other Person otherwise knowingly encourage or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by to make, implement or solicit an Alternative Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Proposal, (iv) enter into, or approve, endorse or recommend, or publicly announce an intention to enter into, or approve, endorse or recommend, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other Person similar agreement relating to any Alternative Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or to breach its obligations hereunder, or (v) agree to do or seek a Transaction Proposal; providedany of the foregoing. The Company shall, howevershall cause each of its Subsidiaries to, that the foregoing and shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and cause each of its businessesRepresentatives to, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in immediately cease any existing solicitations, discussions or negotiations with a third party who any Person (other than the Parties hereto) that has made or indicated an unsolicited Transaction Proposal, but, intention to make an Alternative Proposal and shall request the prompt return or destruction of all confidential information previously furnished in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectconnection therewith.

No Solicitation. In consideration During the term of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquiroreach Founder Holder agrees not to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (ia) solicit, initiate or knowingly encourage the submission of inquiriesor facilitate any inquiry, proposals proposal, or offers from any Person offer which constitutes, or entity relating could reasonably be expected to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer)lead to, exchange offeran Alternative Transaction, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposalregarding, or furnish or receive to or from any Person (other than the Company, SPAC, the Acquisition Entities, the Company’s Affiliates and their respective representatives) any nonpublic information relating to the SPAC or its Subsidiaries, in connection with any Alternative Transaction, (c) approve or recommend, or make any public statement approving or recommending an Alternative Transaction, (d) enter into any letter of intent, merger agreement or similar agreement providing for an Alternative Transaction, (e) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person or entity any information with respect to voting of Subject Shares intending to facilitate any Alternative Transaction or cause any holder of shares of SPAC capital stock not to vote to adopt the businessMerger Agreement and approve the Mergers, properties or assets (f) become a member of a “group” (as such term is defined in Section 13(d) of the other party Exchange Act) with respect to any voting securities of SPAC that takes any action in support of an Alternative Transaction or (g) otherwise resolve or agree to do any of the foregoing. Each Founder Holder shall promptly (and in any event within 48 hours) notify SPAC and the Company after receipt by such Founder Holder of any proposal for an Alternative Transaction, any inquiry or proposal that would reasonably be expected to lead to an Alternative Transaction or any inquiry or request for nonpublic information relating to the SPAC or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt Subsidiaries by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made or would reasonably be expected to make a proposal for an unsolicited Transaction Proposal and/or Alternative Transaction. Thereafter, such Founder Holder shall keep SPAC and the Company reasonably informed, on a prompt basis (y) engaging and in discussions or negotiations with a third party who has made an unsolicited Transaction Proposalany event within 48 hours), but, in each case referred to regarding any material changes in the foregoing clauses (x) status and (y), only to the extent that the board material terms of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer. Each Founder Holder agrees that, following the date hereof, it and its representatives shall cease and cause to be terminated any existing activities, solicitations, discussions or negotiations by such Founder Holder or its representatives with any parties conducted prior to the date hereof with respect to any Alternative Transaction. Notwithstanding anything contained herein to the contrary, (x) no Founder Holder shall be responsible for the actions of SPAC or its board of directors (or any committee thereof), the Acquisition Entities or any Subsidiary of SPAC, or any inquiry or contact with officers, directors (in their capacities as such), employees, professional advisors of any Person or entity of the foregoing (the “SPAC Related Parties”), including with respect thereto is made. Notwithstanding to any of the foregoingmatters contemplated by this Section 4.3, if either party terminates this Agreement, upon (y) no Founder Holder makes any representations or warranties with respect to the other party's satisfaction action of any obligation owing to of the terminating partySPAC Related Parties and (z) any breach by SPAC of its obligations under the Merger Agreement shall not be considered a breach of this Section 4.3 (for the avoidance of doubt, the foregoing provision it being understood that each Founder Holder shall be remain responsible for any breach by it or its representatives (other than any such representative that is a SPAC Related Party) of no force or effectthis Section 4.3.

No Solicitation. In consideration (a) From and after the date of this Agreement until the later of the substantial expenditure of timeMerger Buyer Termination Date and the FFELP Buyer Termination Date, effort except as provided in Section 2.3(b) below, the Majority Stockholder shall not, and money to be undertaken by Acquiror shall cause its Affiliates and MailKey in connection with the transactions contemplated by this Agreementits and their Representatives not to, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, assist or knowingly facilitate or encourage the submission making of inquiriesany Competing Proposal or any inquiry, proposals offer or offers from proposal that could reasonably be expected to lead to any Person Competing Proposal; (ii) enter into, engage or entity participate in, or continue any negotiations regarding any Competing Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to, any Competing Proposal; (iii) furnish to any person or group (other than the parties hereto and their respective Affiliates) any non-public information relating to any acquisition or purchase of assets of the Company or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal")Subsidiaries; (biv) enter into engage or participate in discussions with any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information person with respect to the businessany Competing Proposal or any proposal, properties inquiry or assets of the other party offer that could reasonably be expected to lead to any Competing Proposal; (iv) approve, endorse or its Affiliates in connection with a Transaction recommend or propose publicly to approve, endorse or recommend any Competing Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to any Competing Proposal; or (cv) otherwise cooperate in any way withapprove, endorse or recommend or publicly announce an intention to approve, endorse or recommend, or assist enter into any letter of intent or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, similar document or any inquiry agreement, commitment or contact with other Contract relating to any Person Competing Proposal or entity with respect thereto is made. Notwithstanding any inquiry, offer or proposal that could reasonably be expected to lead to, any Competing Proposal (other than the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effectTransactions).

No Solicitation. In consideration of (a) During the substantial expenditure of timePre-Closing Period, effort the Company shall not, and money to be undertaken by Acquiror shall cause the other Acquired Companies and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquirordirectors and officers not to, Sub and shall not authorize or Acquiror Shareholder on the direct, and shall use reasonable best efforts to cause its and their respective other handRepresentatives not to, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, or knowingly take any action to induce, facilitate or encourage the submission or announcement of inquiriesany Acquisition Proposal (including by granting any waiver under Section 203 of the DGCL) or any inquiry, proposals indication of interest, proposal or offers from offer that could reasonably be expected to lead to an Acquisition Proposal; (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or entity in response to an Acquisition Proposal or an inquiry, indication of interest, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal (except to state they are not permitted to engage in such discussions or negotiations pursuant to the terms of this Agreement); (iii) participate or engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or an inquiry, indication of interest, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; (iv) adopt, approve, recommend, submit to stockholders or declare advisable any Acquisition Proposal; (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or similar document or any Contract contemplating or otherwise relating to any acquisition Acquisition Transaction or purchase of assets of modify or amend any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate provision in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates Contract in connection with a Transaction Proposalany Acquisition Proposal (other than entry into an Acceptable Confidentiality Agreement); or (cvi) otherwise cooperate in release or permit the release during the Pre-Closing Period of any way withPerson from, or assist waive or participate inpermit the waiver of any provision of, facilitate any confidentiality, “standstill”, or encourage similar provision of any effort or attempt by agreement to which any other Person to do or seek of the Acquired Companies is a Transaction Proposalparty; provided, however, that prior to the foregoing Offer Acceptance Time, this Section 5.3 shall not prohibit Acquiror the Company or any Representative of the Company from (x) furnishing information concerning Acquiror and its businessesregarding the Acquired Companies to, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging entering into or participating in discussions or negotiations with, any Person (and waiving such Person’s noncompliance with the provisions of any “standstill” agreement) in response to a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in bona-fide written Acquisition Proposal that is submitted after the foregoing clauses (x) and (y), only date of this Agreement to the extent that Company by such Person (and not withdrawn) if (A) such Acquisition Proposal was not solicited in breach of this Section 5.3, (B) the board of directors of Acquiror shall have concluded Company Board concludes in good faith, after consulting consultation with its outside legal counsel and considering the advise its financial advisor of outside counselnationally recognized reputation, that (1) such bona-fide written Acquisition Proposal constitutes a Superior Offer or would reasonably be expected to lead to a Superior Offer and (2) the failure to take such action is required by would be reasonably likely to constitute a breach of the board of directors of Acquiror in the exercise of its fiduciary duties of the Company Board to the Company’s stockholders under applicable Legal Requirements, (C) concurrently with furnishing any such information to, or entering into discussions with, such Person, Parent receives written notice from the Company stating the identity of Acquiror. Each party shall promptly notify such Person and the Company’s intention to furnish information to, or enter into discussions with, such Person, (D) prior to furnishing such information, the Company receives from such Person an executed confidentiality agreement in a customary form that is no less restrictive to the other party if than the Confidentiality Agreement is to Parent, provided that such confidentiality agreement need not contain any “standstill” provision (each, an “Acceptable Confidentiality Agreement”), and (E) the Company concurrently furnishes all such proposal information to Parent (to the extent such information has not been previously furnished or offer, made available by the Company to Parent or any inquiry or contact with any Person or entity with respect thereto is madeParent’s Representatives). Notwithstanding Without limiting the generality of the foregoing, if either party terminates this Agreement, upon the other party's satisfaction Company acknowledges and agrees that any breach of any obligation owing of the restrictions set forth in the preceding sentence by any Representative of the Company or any Acquired Company, whether or not such Representative is purporting to act on behalf of the terminating partyCompany or any Acquired Company, the foregoing provision shall be deemed to constitute a breach of no force or effectthis Section 5.3 by the Company.

No Solicitation. In consideration Receptos and its subsidiaries have agreed to immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties previously conducted with respect to any proposal that constitutes or would reasonably be expected to lead to any Acquisition Proposal (as defined below). Receptos has also agreed to not, and to instruct its representatives not to, directly or indirectly (i) whether publicly or otherwise, solicit, initiate, induce, cause, knowingly encourage or knowingly take any other action designed to facilitate or assist, any proposal, inquiry, indication of interest or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish to any third-party any non-public information relating to Receptos, or afford to any third-party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Receptos, in any such case with the intent to encourage, induce, facilitate or assist the making, submission or announcement of any proposal, inquiry, indication of interest or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (iii) conduct, participate, maintain or engage in, or continue to conduct, participate, maintain or engage in, discussions or negotiations with any third party, or take any action, with respect to any proposal, inquiry, indication of interest or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (provided that Receptos or any of its representatives are not prohibited from informing any third party of the substantial expenditure non-solicitation provisions set forth in the Merger Agreement or contacting the third party or its representatives that made any Acquisition Proposal solely for the purpose of timeseeking clarification of solely those terms or conditions of such Acquisition Proposal that require clarification so as to determine whether such Acquisition Proposal is, effort and money or is reasonably likely to be undertaken result in, a Superior Proposal (as defined below)), (iv) approve, endorse or recommend any Acquisition Proposal (except to the extent expressly permitted pursuant to Merger Agreement), (v) enter into any letter of intent, memorandum of understanding, agreement in principle or similar document, or any contract or commitment contemplating or otherwise providing for or relating to an Acquisition Transaction (as defined below) (other than a confidentiality agreement in accordance with the terms set forth in the Merger Agreement) (an “Alternative Acquisition Agreement”), (vi) take any action to make the provisions of any state takeover statute or similar statute or regulation (including the restrictions under Section 203 of the DGCL), or any anti-takeover provision in Receptos’ organizational documents, inapplicable to any transactions contemplated by Acquiror and MailKey an Acquisition Proposal, (vii) amend or grant any waiver or release under, or fail to enforce, any standstill or similar contract with respect to any class of equity securities of Receptos or any of its subsidiaries, or (viii) propose or agree to any of the foregoing. Receptos also agreed to request within two business days following the date of the Merger Agreement, that each third-party that previously executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal return all confidential information previously furnished to or for the transactions contemplated benefit of such third-party by this Agreementor on behalf of Receptos or its representatives. The Merger Agreement requires that as promptly as practicable, neither MailKey and in any event within 24 hours, following receipt by Receptos, any of its subsidiaries or any of their respective Affiliates on representatives of (i) an Acquisition Proposal, (ii) any request for nonpublic information, to engage in negotiations or discussions regarding, or any other inquiry that would reasonably be expected to lead to, an Acquisition Proposal, or (iii) any request for a waiver or release under any standstill or similar contract, Receptos will provide Celgene with oral and written notice of (a) the one hand nor Acquirorreceipt of such Acquisition Proposal, Sub request or Acquiror Shareholder on inquiry, (b) the other handmaterial terms and conditions of such Acquisition Proposal, willrequest or inquiry (including any financing arrangements), and (c) the identity of the third-party or group making such Acquisition Proposal, request or inquiry and a copy of all written materials provided by such third-party or group in connection with such Acquisition Proposal, request or inquiry. Receptos is required to keep Celgene informed as promptly as practicable with respect to the status and details of such Acquisition Proposal, TABLE OF CONTENTS request or inquiry (and in any event within 24 hours following any changes to such Acquisition Proposal, request or inquiry), including by providing copies of all written materials received by Receptos, any of its subsidiaries or their respective representatives relating to such Acquisition Proposal after written notice of such Acquisition Proposal is delivered to Celgene. Pursuant to the Merger Agreement, prior to the Closing directly Acceptance Time, Receptos may request clarifications from, waive provisions or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution standstill or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) contract applicable to, enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with or furnish information to, any third-party or group in response to an unsolicited, written Acquisition Proposal that could reasonably be expected to lead to a third party who has made an unsolicited Transaction Superior Proposal, but, in each case referred case, made after the date of the Merger Agreement and under circumstances not otherwise involving a breach of the Merger Agreement, if (i) such action is taken subject to a confidentiality agreement entered into in accordance with the foregoing clauses (x) terms of the Merger Agreement and (y), only to ii) the extent that the board of directors of Acquiror shall have concluded Receptos Board reasonably determines in good faith, after consulting consultation with and considering the advise of outside legal counsel, that the failure to take such action is required by the board of directors of Acquiror in the exercise of actions would be inconsistent with its fiduciary duties under applicable law. Receptos is required to, prior to or substantially with the provision of any non-public information of Receptos to any third-party or person who has made an Acquisition Proposal, provide such information to Celgene (including by posting such information to an electronic data room), to the stockholders of Acquiror. Each party shall promptly notify the other party if any extent such proposal information has not previously been provided or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing made available to the terminating party, the foregoing provision shall be of no force or effectCelgene.

No Solicitation. In consideration of (a) The Target shall not, and shall not cause its respective Subsidiaries to, and shall not authorize or permit its or its respective Subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the substantial expenditure of timeforegoing Persons are referred to herein as such Person's "Representatives") to, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, or knowingly take any action to facilitate or encourage the submission of inquiries, proposals any proposal for a Target Alternative Transaction or offers from the making of any Person or entity relating proposal that could reasonably be expected to lead to any acquisition Target Alternative Transaction, or, subject to Section 5.05(b): (i) conduct or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate engage in any discussions or negotiations regarding a Transaction Proposalwith, disclose any non-public information relating to the Target or furnish to any other Person or entity any information with respect of its Subsidiaries to, afford access to the business, properties properties, assets, books, or assets records of the other party Target or any of its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way withSubsidiaries to, or assist or knowingly assist, participate in, facilitate facilitate, or encourage any effort by, any third party that is seeking to make, or attempt by has made, any other Person to do or seek proposal for a Transaction ProposalTarget Alternative Transaction; provided(ii) (A) except where the Target Board makes a good faith determination, howeverafter consultation with outside legal counsel, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and failure to do so would be inconsistent with its businessesfiduciary duties, properties amend or assets pursuant grant any waiver or release under any standstill or similar agreement with respect to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions any class of equity securities of the Target or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise any of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if respective Subsidiaries, or (B) approve any such proposal or offertransaction under, or any inquiry third party becoming an "interested stockholder" under, Section 203 of the DGCL or contact Section 78 of the NRS; or (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 Target Alternative Transaction (each, an "Acquisition Agreement"). Except as expressly permitted by this Section 5.05, the Target Board shall not effect a Target Adverse Recommendation Change. The Target shall, and shall cause their respective Subsidiaries to cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its Representatives to continue, any and all existing activities, discussions, or negotiations, if any, with any Person or entity third party conducted prior to the date hereof with respect thereto is made. Notwithstanding to any Target Alternative Transaction 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 foregoing, if either party terminates this Agreement, upon the other party's satisfaction Target and any of any obligation owing its respective Subsidiaries that was furnished by or on behalf of Target or its respective Subsidiaries to the terminating party, the foregoing provision shall be of no force return or effectdestroy (and confirm destruction of) all such information.

No Solicitation. In consideration (a) Each Party agrees that neither it nor any of its Subsidiaries shall, nor shall it nor any of its Subsidiaries authorize or permit any of the substantial expenditure of timeofficers, effort and money to be undertaken directors, employees, investment bankers, attorneys, accountants, Representatives, consultants or other agents retained by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey it or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior its Subsidiaries to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, encourage, induce or encourage knowingly facilitate the communication, making, submission or announcement of inquiries, proposals any Acquisition Proposal or offers from Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (ii) furnish any information regarding such Party to any Person in connection with or entity in response to an Acquisition Proposal or Acquisition Inquiry; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal (subject to Sections 5.2 and 5.3); (v) execute or enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction ProposalAcquisition Transaction; or (cvi) otherwise cooperate in grant any way withwaiver or release under any confidentiality, standstill or assist or participate in, facilitate or encourage any effort or attempt by any similar agreement (other Person than to do or seek a Transaction Proposalthe other Party); provided, however, that that, notwithstanding anything contained in this Section 4.5(a), prior to the foregoing shall not prohibit Acquiror from adoption and approval of this Agreement by a Party’s stockholders (x) furnishing i.e., the Required Eiger Stockholder Vote, in the instance of Eiger, or the Required Celladon Stockholder Vote, in the instance of Celladon), such Party may furnish nonpublic information concerning Acquiror regarding such Party to, and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in enter into discussions or negotiations with with, any Person in response to a third party who has made an unsolicited Transaction bona fide written Acquisition Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board which such Party’s Board of directors of Acquiror shall have concluded Directors determines in good faith, after consulting consultation with a nationally recognized independent financial advisor, if any, and considering its outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (and is not withdrawn) if: (A) neither such Party nor any Representative of such Party shall have breached this Section 4.5; (B) the advise Board of Directors of such Party concludes in good faith based on the advice of outside legal counsel, that the failure to take such action is required by reasonably likely to result in a breach of the board fiduciary duties of directors the Board of Acquiror Directors of such Party under applicable Legal Requirements; (C) at least five (5) Business Days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, such Party gives the other Party written notice of the identity of such Person and of such Party’s intention to furnish nonpublic information to, or enter into discussions with, such Person; (D) such Party receives from such Person an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions, no hire provisions and “standstill” provisions) at least as favorable to such Party as those contained in the exercise of its fiduciary duties Confidentiality Agreement; and (E) at least five (5) Business Days prior to furnishing any such nonpublic information to such Person, such Party furnishes such nonpublic information to the stockholders of Acquiror. Each party shall promptly notify other Party (to the extent such nonpublic information has not been previously furnished by such Party to the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is madeParty). Notwithstanding Without limiting the generality of the foregoing, each Party acknowledges and agrees that, in the event any Representative of such Party (whether or not such Representative is purporting to act on behalf of such Party) takes any action that, if either party terminates taken by such Party, would constitute a breach of this Section 4.5 by such Party, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 4.5 by such Party for purposes of this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, the foregoing provision shall be of no force or effect.

No Solicitation. In consideration (a) From and after the date of this Agreement until the earlier of the substantial expenditure Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 9, each Party agrees that neither it nor any of timeits Subsidiaries shall, effort and money each Party will use its reasonable best efforts to be undertaken cause each of its officers, directors, employees, investment bankers, attorneys, accountants, Representatives, consultants or other agents retained by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey it or any of their respective Affiliates on the one hand nor Acquirorits Subsidiaries not to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate initiate, knowingly encourage, induce or encourage knowingly facilitate the communication, making, submission or announcement of inquiries, proposals any Acquisition Proposal or offers from Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (ii) furnish any nonpublic information regarding such Party to any Person in connection with or entity in response to an Acquisition Proposal or Acquisition Inquiry; (iii) engage in discussions (other than to inform any Person of the existence of the provisions contained in this Section 4.5) or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal (subject to Section 5.2 and Section 5.3); or (v) execute or enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any acquisition or purchase of assets of or any equity interest in the Acquisition Transaction (other party or any Affiliate thereof or any tender offer (including than a self-tender offerconfidentiality agreement permitted as provided below), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek a Transaction Proposal; provided, however, that that, notwithstanding anything contained in this Section 4.5(a), prior to the foregoing shall not prohibit Acquiror from adoption and approval of this Agreement by a Party’s stockholders (x) furnishing i.e., the Required PTI Stockholder Vote in the instance of PTI), such Party may furnish nonpublic information concerning Acquiror regarding such Party to, and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in enter into discussions or negotiations with with, any Person in response to a third party who has made an unsolicited Transaction bona fide written Acquisition Inquiry or Acquisition Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board which such Party’s Board of directors of Acquiror shall have concluded Directors determines in good faith, after consulting consultation with its independent financial advisor, if any, and considering the advise of its outside legal counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offerconstitutes, or would reasonably be expected to result in, a Superior Offer if: (A) neither such Party nor any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction Representative of any obligation owing to the terminating party, the foregoing provision such Party shall be of no force or effect.have

No Solicitation. In consideration of the substantial expenditure of time(a) The Company shall not, effort and money to be undertaken by Acquiror shall cause its Subsidiaries not to, and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey shall not authorize or any of permit their respective Affiliates on the one hand nor AcquirorRepresentatives to, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) whether publicly or otherwise, initiate, solicit, initiate knowingly encourage or encourage knowingly facilitate any inquiry with respect to, or the making, submission or announcement of, any proposal, inquiry, offer or indication of inquiriesinterest that constitutes or would reasonably be expected to lead to a Takeover Proposal, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (bii) enter into or participate in or knowingly encourage any negotiations or discussions or negotiations regarding a Transaction Proposalregarding, or furnish to any other Person or entity any information with respect access to the business, properties properties, assets, books or assets records or provide any material non-public information or data with respect to, the Company or any of the other party or its Affiliates Subsidiaries in connection with any proposal, inquiry, offer or indication of interest that constitutes or would reasonably be expected to lead to a Transaction Takeover Proposal; , (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Takeover Proposal, (iv) amend or grant any waiver or release under, or fail to enforce, any standstill or similar contract with respect to any class of equity securities of the Company or any of its Subsidiaries, or (cv) execute or 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 a Takeover Proposal (other than an Acceptable Confidentiality Agreement in connection with the actions contemplated by, and pursuant to, Section 6.04(b)) (any such Contract, a “Company Acquisition Agreement”) or resolve, agree, approve, recommend or publicly propose to take such action. Except as otherwise cooperate in expressly permitted by this Section 6.04, neither the Company Board nor any way withcommittee thereof shall (A) fail to make the Company Board Recommendation, (B) approve, endorse or recommend, or assist propose publicly to approve, endorse or participate inrecommend, facilitate any Takeover Proposal or encourage enter into any effort Company Acquisition Agreement or attempt by resolve, agree, approve, recommend or publicly propose to take any other Person to do such action, or seek a Transaction Proposal; provided(C) withdraw, howeveramend, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties modify or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, butqualify, in each case referred a manner adverse to Parent or Merger Sub, or propose publicly to withdraw, amend, modify or qualify in a manner adverse to Parent or Merger Sub, the Company Board Recommendation (any of the foregoing clauses (xA), (B) and (yC) above, a “Company Adverse Recommendation Change”), only ; it being understood and agreed that any “stop-look-listen” communication by the Company Board to the extent that shareholders of the board Company pursuant to Rule 14d-9(f) under the Exchange Act (or any related communication to shareholders of directors of Acquiror the Company) will not be deemed a Company Adverse Recommendation Change. The Company shall, and shall have concluded in good faithcause its Subsidiaries to, after consulting with and considering the advise of outside counselshall direct and use reasonable best efforts to cause its and their respective Representatives to, that such action is required by the board of directors of Acquiror in the exercise immediately cease and cause to be terminated, and shall not authorize or knowingly permit any of its fiduciary duties or their Representatives to continue, any and all existing discussions or negotiations, if any, with any third party conducted prior to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity date hereof with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of to any obligation owing to the terminating party, the foregoing provision shall be of no force or effectTakeover Proposal.