Common use of Mutual Covenants Clause in Contracts

Mutual Covenants. Buyer and Seller agree that: (a) Subject to the terms and conditions of this Agreement, Buyer and Seller will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws to consummate the transactions contemplated by this Agreement, including, without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in each case in connection with the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer of such support. (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreement.

Mutual Covenants. Buyer Each of the parties hereby covenants and Seller agree thatagrees as follows: (a) Subject to the terms and conditions of this Agreement, Buyer and Seller will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder which are reasonably under its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary necessary, proper or desirable advisable under applicable Applicable Laws and regulations to consummate complete the transactions contemplated by Transaction in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, in the event that any person, including without limitation, any securities regulatory authority, seeks to prevent, delay or hinder implementation of all or any portion of the Transaction or seeks to invalidate all or any portion of this Agreement, including, without limitation, diligently pursuing the registration each of the transfer parties will use commercially reasonable efforts to resist such proceedings and to lift or rescind any injunction or restraining order or other order or action seeking to stop or otherwise adversely affecting the ability of the Equity Interests with parties to complete the appropriate national, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities.Transaction; (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect ofto use commercially reasonable efforts to obtain, or filing withbefore the Time of Closing, any Governmental Entity is required or any actionsall authorizations, waivers, exemptions, consents, orders and other approvals from domestic or waivers foreign courts, Governmental Authorities, shareholders, TargetCo Securityholders and third parties as are required to be obtained from parties to any material contracts, in each case in connection with necessary for the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.herein; (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use commercially reasonable efforts to defend or cause to be defended any lawsuits or other legal proceedings brought against it challenging this Agreement or the name, trademarks and domain names related to “WFI” completion of the Transaction; no party will settle or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant compromise any claim brought against them in connection with the transactions contemplated by this Agreement prior to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for Closing Date without the periods specified therein and prior written consent of each of the cost others, such consent not to Buyer of such support.be unreasonably withheld or delayed; (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary promptly notify each of the Closing Date, other parties if any representation or warranty made by it in this Agreement ceases to be true and correct in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier) and of any failure to comply in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on material respect with any of their behalves its obligations under this Agreement; (e) to co-operate with each of the other parties hereto in good faith in order to ensure the timely completion of the Transaction; (f) to use commercially reasonable efforts to co-operate with each of the other parties hereto in connection with the performance by the other of its obligations under this Agreement; and (g) in the case of TargetCo, CRC and the Purchaser, to indemnify and hold harmless each of the other parties hereto (and, if applicable, such other parties’ respective directors, officers, representatives and advisers) (collectively, the “Non-Offending Persons”) from and against all third party claims, damages, liabilities, actions or demands to which the Non-Offending Persons may be subject insofar as such third party claims, damages, liabilities, actions or demands arise out of, or are based upon, the information supplied by TargetCo or the Purchaser, as applicable, for inclusion in the Listing Statement having contained a misrepresentation. TargetCo and the Purchaser will obtain and hold the rights and benefits of this subsection in trust for and on behalf of any other Personsuch parties’ respective directors, any employee of any Transferred Subsidiaryofficers, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this representatives and advisers. This Section 5.3(d6.01(g) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary survive this Agreement for a period of six eighteen (618) or more months. Unless months from the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary date of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this AgreementCSE listing.

Mutual Covenants. Buyer 5.4.1. Reasonable Best Efforts; Consents and Seller agree that:Approvals. (ai) Subject to the terms The Company, Parent and conditions of this Agreement, Buyer and Seller will Purchaser shall each use commercially their reasonable best efforts to (A) take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary or desirable and proper under applicable Laws law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (B) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or Parent or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including the Offer and the Merger, and (C) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, includingthe Offer and the Merger required under (1) the Securities Act and the Exchange Act, without limitationand any other applicable federal or state securities laws, diligently pursuing (2) the registration H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the transfer of the Equity Interests “HSR Act”), and any related governmental request thereunder and (3) any other applicable law. The Company, Parent and Purchaser shall cooperate with each other in connection with the appropriate nationalmaking of all such filings, stateincluding providing copies of all such documents to the non-filing party and its advisors prior to filing and, local if requested, to accept all reasonable additions, deletions or municipal governmental authoritieschanges suggested in connection therewith. Buyer agrees The Company, Parent and Purchaser shall each use its reasonable best efforts to cause furnish to each other all information required for any application or other filing to be made pursuant to the Transferred Subsidiaries rules and regulations of any applicable law (including all information required to execute, notarize be included in the Offer Documents and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable the Proxy Statement) in order to consummate or implement expeditiously connection with the transactions contemplated by this Agreement. Notwithstanding The Company, Parent and Purchaser shall each use its reasonable best efforts to oppose, contest, resolve, appeal, defend against or lift, as applicable, any action, injunction, proceeding, decree, statute, legislation, rule, regulation or other order (whether temporary, preliminary or permanent) (“Order”) of any Governmental Entity if this Agreement provides that, as a result thereof, a party would not be obligated to perform any of its obligations with respect to the foregoingOffer, no delay, postponement, the Merger or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer any other transaction contemplated by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authoritiesthis Agreement. (bii) Seller The Company and Buyer Parent agree, and shall cause each of their respective subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required for Closing (including through compliance with one another (i) in determining whether the HSR Act and any action by or in respect ofapplicable foreign government reporting requirements), or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers are required to be obtained from parties respond to any material contractsgovernment requests for information, in each case in connection with and to contest and resist any Order or other action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and (ii) in taking such judicial appeal and all available legislative action. The Company and Parent also agree to take any and all of the following actions or making any such filings, furnishing information required in connection therewith and seeking timely to the extent necessary to obtain the approval of any such actions, consents, approvals or waivers. (c) Buyer and Seller shall enter Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the Merger: entering into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” negotiations; providing information; substantially complying with any second request for one hundred twenty (120) days following Closing information pursuant to the terms HSR Act; making proposals; entering into and conditions contained therein. The Transition Services Agreement shall also address identified IT support for performing agreements or submitting to judicial or administrative orders; selling or otherwise disposing of, or holding separate (through the periods specified therein and the cost to Buyer establishment of such support. (da trust or otherwise) Unless the parties otherwise mutually agree in writingparticular assets or categories of assets, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary or businesses of the Closing DateCompany, in any manner, directly Parent or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves affiliates; and withdrawing from doing business in a particular jurisdiction. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other Personfederal, state or foreign antitrust or fair trade law. Parent shall be entitled to direct any employee proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. (iii) Each of the Company and Parent shall give (or shall cause their respective subsidiaries to give) any Transferred Subsidiarynotices to third parties, and use, and cause their respective subsidiaries to use, their reasonable best efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, or (bB) otherwise encourage any employee of a Transferred Subsidiary required to leave prevent an Aggregate MAE from occurring prior to or after the employ of Buyer; provided, however, nothing Effective Time. (iv) Notwithstanding anything to the contrary in this Section 5.3(d5.4.1, (A) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless neither the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on Company nor Parent nor any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in respective subsidiaries shall be required by this Section 5.3(d5.4.1 to take any action that, individually or in the aggregate, would reasonably be expected to have an Aggregate MAE and (B) the Company, Parent and their respective subsidiaries shall prohibit or prevent the parties or their Affiliates from soliciting or attempting be required by this Section 5.4.1 to solicit on take any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g.actions, general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party including selling, closing or otherwise intended disposing of stores, so long as such actions, individually or in the aggregate, would not reasonably be expected to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreementan Aggregate MAE.

Mutual Covenants. Buyer (a) International and Seller agree that:Compass shall promptly advise the other party of any change or event having, or which, insofar as can reasonably be foreseen, could reasonably be expected to have, a Material Adverse Effect on such party and its Subsidiaries taken as a whole. (b) (ai) Subject to the terms and conditions of this Agreementherein provided, Buyer and Seller will the parties hereto agree to use commercially their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Ancillary Agreements and to cooperate with each other in connection with the foregoing, including, but not limited to, (A) defending all lawsuits or other legal proceedings challenging this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, (B) attempting to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement, including, without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunderhereby, and the parties shall take (C) effecting all reasonably necessary actions to effect such registration filings and submissions of the transfer of the Equity Interests with the appropriate national, state, local or municipal information requested by governmental authorities. (bii) Seller and Buyer shall cooperate Without limiting the foregoing, the parties hereto shall, as soon as reasonably practicable, make all requisite filings with one another (i) in determining whether any action by or in respect of, or filing with, any each Governmental Entity is required or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in each case in connection with the consummation of transactions contemplated hereby and the Ancillary Agreements, including under the HSR Act and the Exon-Flor▇▇ ▇▇▇ndment, and shall promptly make any further filings requested pursuant thereto or which may be necessary to consummate the transactions contemplated by herein. Each party shall furnish to the other, upon request, such information as shall reasonably be required in connection with the preparation of the requesting party's filings under the HSR Act and the Exon-Flor▇▇ ▇▇▇ndment. (iii) Each of Compass and International shall promptly provide to the other (or its counsel) copies of all filings (other than those filings, or portions thereof, which the other party has no reasonable interest in obtaining in connection with the Offer, the Merger or the transactions contemplated hereby) made with any Federal, state or foreign Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (iv) Notwithstanding the foregoing or any other provision of this Agreement, and (iiA) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer of such support. (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or neither International nor any of its Affiliates are permitted Subsidiaries will, without Compass' prior written consent, agree or commit to continue any divestiture, hold-separate order or other restriction relating to employ the employees Foodservice Business and (B) neither Compass nor any of its Subsidiaries will be required to agree or commit to any divestiture, hold-separate order or other restriction relating to the Foodservice Business or to any of its existing businesses or any other governmental order or obligation that otherwise imposes any conditions or limitations in connection with Compass' acquisition of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party Foodservice Business or its Affiliates where operation of its existing business and operations or the individual’s employment with Foodservice Business after the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this AgreementOffer Closing Time.

Mutual Covenants. Buyer Each of the parties hereby covenants and Seller agree thatagrees as follows: (a) Subject to make available and afford such other parties reasonable access to the terms property, assets, undertakings, agreements, financial statements, reports, accounting records and records pertaining to Ecco and OLD JERSEY; (b) to use its reasonable best efforts to satisfy (or cause the satisfaction of) the conditions of this Agreement, Buyer precedent to its obligations hereunder which are reasonably under its control and Seller will use commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary necessary, proper or desirable advisable under applicable Laws laws and regulations to consummate complete the transactions contemplated by Transaction in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, in the event that any person, including without limitation, any securities regulatory authority, seeks to prevent, delay or hinder implementation of all or any portion of the Transaction or seeks to invalidate all or any portion of this Agreement, including, without limitation, diligently pursuing the registration each of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions use its reasonable best efforts to effect resist such registration proceedings and to lift or rescind any injunction or restraining order or other order or action seeking to stop or otherwise adversely affect the ability of the transfer of parties to complete the Equity Interests with the appropriate national, state, local or municipal governmental authorities.Transaction; (bc) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect ofto use its reasonable best efforts to obtain, or filing withbefore the Closing Date, any Governmental Entity is required or any actionsall authorizations, waivers, exemptions, consents, orders and other approvals from domestic or waivers foreign courts, Governmental Authorities, shareholders and third parties as are required to be obtained from parties to any material contracts, in each case in connection with necessary for the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer of such support.hereby; (d) Unless to use its reasonable best efforts to defend or cause to be defended any lawsuits or other legal proceedings brought against it challenging this Agreement or the parties otherwise mutually agree completion of the Transaction. No party will settle or compromise any claim brought by their respective present, former or purported holders of any of their securities in writing, Seller agrees that it will not, and will not permit its Affiliates to, connection with the transactions contemplated by this Agreement prior to the second anniversary Closing Date without the prior written consent of each of the Closing Date, in any manner, directly or indirectly or by assisting others, such consent not to be unreasonably withheld or delayed; (ae) hire or attempt to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to until the second anniversary earlier of the Closing Date, termination of this Agreement in any manneraccordance with Section 6.2 hereof and the completion of the Transaction, directly or indirectly, through any officer, director, employee, representative or agent, solicit, initiate, promote, assist or encourage any expression of interest, proposal or offer from, or entertain or enter into discussions or negotiations with any person relating to any Alternative Transaction. Each of the parties agrees that it will immediately notify the other parties in writing upon receipt of any expression of interest, proposal or offer from any person relating to any Alternative Transaction and forthwith disclose to the other parties hereto all relevant details thereof. Nothing contained herein will prevent a party from; (i) responding as required by law to any unsolicited expression of interest, proposal or offer, (ii) making such disclosure which, in the case of a party which is a corporation, in the judgment of the board of directors of such party (upon the advice of counsel) is required by law to the extent required to satisfy the fiduciary obligations of the members of such party’s board of directors; or (iii) fulfilling the fiduciary duties of the members of the board of directors of such party to the party and its shareholders in relation to such transaction if to do so would, in the opinion of the board of the directors of such party (upon the advice of counsel), be a proper exercise of such directors’ fiduciary duties; but nothing referred to in this proviso shall entitle a party to terminate this Agreement. (f) to promptly notify each of the other parties if any of the representations and warranties made by it in this Agreement ceases to be true, accurate and complete in any material respect and of any failure to comply in any material respect with any of its obligations; (g) to co-operate with each of the other parties hereto in good faith in order to ensure the timely completion of the Transaction; (h) to use its reasonable best efforts to co-operate with each of the other parties hereto in connection with the performance by the other of its obligations under this Article III; (i) that all press releases or other similar public written communications of any sort by Ecco or by assisting othersOLD JERSEY relating to this Agreement or the Transaction and the method of release for publication thereof, solicit will be provided for review and comment by OLD JERSEY or attempt Ecco, as the case may be. Each of Ecco and OLD JERSEY will deal expeditiously with a request for comments on such written communication provided that the party issuing such press release shall not be delayed if to solicit on any do so would be contrary to its legal obligations; (j) to indemnify and hold harmless each of their behalves the other parties hereto (and such other parties’ respective directors, officers and advisers) (collectively, the “Non-Offending Persons”) from and against all claims, damages, liabilities, actions or demands to which the Non-Offending Persons may be subject insofar as such claims, damages, liabilities, actions or demands arise out of or are based upon the information supplied by a party (other than the Non-Offending Persons). Each party hereto shall obtain and hold the rights and benefits of this subsection in trust for and on behalf of any other Person any employee of the other party such party’s directors, officers and advisers; and (k) to deliver or its Affiliates, except that Buyer or any of its Affiliates are permitted cause to continue be delivered all closing deliveries required to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting be delivered by it pursuant to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreement.

Mutual Covenants. Buyer and Seller agree that: (a) Subject to From the terms and conditions date of this Agreement until the earlier of the Effective Date or termination of this Agreement, Buyer each of Clarmin and Seller Cybin will use its commercially reasonable efforts to: (i) satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder; (ii) not take, or cause to be taken, any action or cause anything to be done that would cause such obligations not to be fulfilled in a timely manner; and (iii) take, or cause to be taken, all actions other action and to do, or cause to be done, all other things necessary necessary, proper or desirable advisable under applicable Laws Applicable Law to complete the Amalgamation, including using commercially reasonable efforts: (a) to consummate the transactions contemplated by this AgreementAmalgamation in a timely manner and to timely prepare, includingnegotiate, without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees agree to cause the Transferred Subsidiaries to execute, notarize and deliver such other timely file any further documents, certificates, agreements and instruments required to be filed by either of the Parties or their respective affiliates to accomplish that purpose (all of which shall be in form and content reasonably satisfactory to each Party), including those required pursuant to the policies of the TSX-V and the CSE with respect to the delisting of the Clarmin Common Shares on the TSX-V and the listing of the Clarmin Common Shares on the CSE, pursuant to the requirements of applicable corporate and securities legislation relating to the Amalgamation and any other writings regulatory bodies having jurisdiction, to carry out the terms and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by objectives of this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities.; (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or any actions, to obtain all necessary consents, assignments, waivers and amendments to or terminations of any agreements and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby, including the Appropriate Regulatory Approvals; (c) to effect all necessary registrations and filings and submissions of information requested by Governmental Authorities or required to be effected by it in connection with the Amalgamation, and to obtain all necessary waivers, consents and approvals or waivers are required to be obtained from parties to any material contracts, in each case by it in connection with the Amalgamation; (d) to oppose, lift or rescind any injunction or restraining or other order seeking to stop, or otherwise adversely affecting its ability to consummate, the Amalgamation and to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging this Agreement or the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.hereby; and (ce) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer of such support. (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary each of the Closing Date, in any manner, directly or indirectly or by assisting others, (a) hire or attempt Clarmin Entities and Cybin will use its commercially reasonable efforts to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment cooperate with the other party or its Affiliates has been terminated and such individual has not been employed in connection with the performance by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of their obligations under this Section 5.3(d). The parties hereby agree that any remedy at law for any breach 3.3 and this Agreement including continuing to provide reasonable access to information and to maintain ongoing communications as between officers of the provisions contained in this Section 5.3(d) may be inadequate Clarmin and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this AgreementCybin.

Mutual Covenants. Buyer and Seller agree that: (a) Subject to Each of the terms Offeror, Parent and conditions the Company, as promptly as practicable after the execution of this Agreement, Buyer will (i) make, or cause to be made, all such filings and Seller will submissions under all applicable Laws, as may be required or desirable for it to consummate the Offer and the transactions contemplated herein in accordance with the terms of this Agreement, (ii) use commercially its reasonable commercial efforts to obtain, or cause to be obtained, all Authorizations necessary or advisable to be obtained by it in order to consummate the Offer and the transactions contemplated herein, and (iii) use its reasonable commercial efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all things which are necessary or desirable advisable in order for it to fulfil its obligations under applicable Laws to consummate the transactions contemplated by this Agreement. For greater certainty and notwithstanding the foregoing, Parent and the Offeror are under no obligation to take any steps or action that would, in the sole discretion of Parent and the Offeror, affect Parent's or the Offeror's right to own, use or exploit, as sole shareholder of the Company upon completion of the Offer, either the Company or its Subsidiaries assets or any of Parent's or Offeror's assets. The parties will coordinate and cooperate with one another in exchanging such information and supplying such assistance as may be reasonably requested by each in connection with the foregoing including, without limitation, diligently pursuing providing each other with all notices and information supplied to or filed with any Governmental Authority (except for notices and information which the registration Company or Parent and the Offeror, in each case acting reasonably, considers highly confidential and sensitive which may be filed on a confidential basis), and all notices and correspondence received from any Governmental Authority in connection therewith. The Company shall certify the accuracy of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees information (other than information relating to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, Parent and the parties shall take all reasonably necessary actions Offeror) contained in the applications by Parent to effect such registration of obtain the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authoritiesrulings and decisions referred to in paragraph 1.1(h)(vii). (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in each case in connection with the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant Subject to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein hereof, Parent, and the cost Offeror on the one hand and the Company on the other hand, shall keep the other apprised of the status of matters relating to Buyer the completion of such support. the Offer including: (di) Unless promptly notifying the parties otherwise mutually agree in writing, Seller agrees that it will notother of, and will not permit its Affiliates toif in writing promptly furnishing the other with copies of, prior any communications from or with any securities regulatory authority with respect to the second anniversary of Offer; and (ii) permitting the Closing Date, other to review in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will notadvance, and they will not permit their Affiliates to, prior to considering in good faith the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee views of the other party in connection with, any material proposed communication with any securities regulatory authority in connection with proceedings under or its Affiliates, except that Buyer or any of its Affiliates are permitted relating to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment applicable Securities Laws with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted respect to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this AgreementOffer.

Mutual Covenants. Buyer From the date of this Agreement until the earlier of the Amalgamation Effective Date and Seller agree thatthe termination of this Agreement in accordance with Article 9, except as otherwise expressly permitted or specifically contemplated by this Agreement or required by Applicable Laws, each of the Parties shall: (a) Subject to carry on its business in the terms usual, regular and conditions Ordinary Course; (b) not alter or amend its Constating Documents as the same exist at the date of this Agreement, Buyer and Seller will use commercially reasonable efforts to except as contemplated by this Agreement; (c) take, or cause to be taken, all actions action and to do, or cause to be done, all other things necessary reasonably necessary, proper or desirable advisable under applicable Applicable Laws to consummate complete the transactions contemplated by this AgreementAmalgamation; (d) obtain all necessary consents, includingassignments, without limitation, diligently pursuing the registration waivers and amendments to or terminations of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, any agreements and other writings and to take such other actions measures as may be necessary or desirable in order appropriate to consummate or implement expeditiously fulfill its obligations hereunder and to carry out the transactions contemplated Transaction, including the NumCo Shareholder Approval obtained by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection way of the registration of NumCo Amalgamation Resolution or at the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities.Meeting; (be) Seller effect all necessary registrations, filings and Buyer shall cooperate with one another (i) in determining whether any action submissions of information requested by or in respect of, or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers are Authorities required to be obtained from parties to any material contracts, in each case effected by it in connection with the Amalgamation; (f) oppose, lift or rescind any injunction or restraining or other order seeking to stop, or otherwise adversely affecting its ability to consummate, the Amalgamation and to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging this Agreement or the consummation of the transactions contemplated Transaction; (g) reasonably cooperate with the other Parties and their tax advisors in structuring the Transaction in a tax effective manner and assist the other Parties and their tax advisors in making such investigations and enquiries with respect to such Parties in that regard, as the other Parties and its tax advisors shall consider necessary, acting reasonably; (h) not take any action that would render, or may reasonably be expected to render, any representation or warranty made by such Party in this Agreement untrue in any material respect; (i) use reasonable commercial efforts to obtain and maintain the third‐party approvals applicable to them and provide the same to the other Parties on or prior to the Amalgamation Effective Date; (j) except as provided in this Agreement, not amalgamate or consolidate with, or enter into any other corporate reorganization with, any other corporation or person or perform any act or enter into any transaction or negotiation which, in the opinion of Li‐FT or NumCo, as applicable, acting reasonably, interferes or is inconsistent with the completion of the Transaction; (k) furnish to the other Parties such information, in addition to the information contained in this Agreement, relating to its financial condition, business, properties and affairs as may reasonably be requested by another Party, which information shall be true and complete in all material respects and shall not contain an untrue statement of any Material Fact or omit to state any Material Fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in which they are made, not misleading and notify the other Parties of any significant development or Material Change relating to it promptly after becoming aware of any such development or change; (i) promptly notify the other Parties in writing of any change in any representation or warranty provided in this Agreement which change is or may be of such a nature as to render any representation or warranty misleading or untrue in any material respect; and (ii) discuss, in taking good faith, with the other Parties such actions change in circumstances (actual, anticipated, contemplated, or making any to its knowledge, threatened) which is of such filings, furnishing information required in connection therewith and seeking timely a nature that there may be a reasonable question as to obtain any such actions, consents, approvals or waivers.whether notice need to be given to the other Parties pursuant to Section 10.2; (cm) Buyer from and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services including the date of this Agreement will, among other things, grant through to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer of such support. (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary of including the Closing Date, maintain their assets in any mannergood standing free and clear of all liens, directly or indirectly or by assisting otherscharges and encumbrances, (a) hire or attempt to hireincluding the payment of all fees, on any of their behalves or on behalf of any rentals, rates, taxes, bonds and other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior payments relating to the second anniversary such assets; (n) from and including the date of this Agreement through to and including the Closing Date, and other than pursuant to the Harfang Agreement or the Lac des Montagnes Agreement, not issue or reach any agreement or understanding with any other party to issue any securities without the prior written consent of other Party, such consent not to be unreasonably withheld or delayed; (o) promptly notify the other Parties in writing of any mannermaterial breach by such Party of any covenant, obligation or agreement contained in this Agreement; and (p) not, directly or indirectly, solicit, initiate, assist, facilitate, promote or by assisting othersknowingly encourage the initiation of proposals or offers from, solicit entertain or attempt enter into discussions or negotiations with any person other than the other Parties hereto, with respect to solicit on any of their behalves or on behalf amalgamation, merger, consolidation, arrangement, restructuring, sale of any other Person any employee material assets or part thereof of such Party, unless such action, matter or transaction is part of the other party Transaction or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees is required as a result of the Transferred Subsidiaries following the Closing duties of directors and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee officers of the other party or its Affiliates where the individual’s employment applicable Party in compliance with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this AgreementApplicable Laws.

Mutual Covenants. Buyer The parties hereto mutually covenant (and Seller agree that:subject to the other terms of this Agreement): (a) Subject subject to Section 8.2(c), from the date of this Agreement to the terms and conditions of this AgreementClosing Date, Buyer and Seller will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws to consummate the transactions contemplated by this Agreement, including, without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. (b) Seller and Buyer shall cooperate with one another (i) each other in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers filings are required to be made or consents (including any Required Consents) required to be obtained from parties to in any material contracts, in each case jurisdiction in connection with the consummation of the transactions contemplated by this Agreement, Agreement and (ii) in taking such actions making or making causing to be made any such filings, furnishing filings promptly and in seeking to obtain timely any such consents including any Required Consents (each party hereto shall furnish to the other and to the other’s counsel all such information as may be reasonably required in connection therewith and seeking order to effectuate the foregoing action), which consents shall not, in any event, include any consent the need for which is obviated by the Sale Order or otherwise by the provisions of the Bankruptcy Code; (b) from the date of this Agreement to the Closing Date, to advise the other parties promptly if such party determines that any condition precedent to its obligations hereunder will not be satisfied in a timely to obtain any such actions, consents, approvals or waivers.manner; and (c) as soon as reasonably practicable (and, in any event, within five Business Days) following the date hereof, Sellers, on the one hand, and Buyer, on the other hand, shall each prepare and file, or cause to be prepared and filed, any notifications required to be filed under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and request early termination of the waiting period under the HSR Act. Buyer, on the one hand, and Sellers, on the other hand, shall promptly respond to any requests for additional information or documentary materials in connection with such filings and shall take all other reasonable actions necessary to cause the waiting periods under the HSR Act to terminate or expire at the earliest practicable date after the date of filing. Sellers shall reimburse Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use for the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing cost of any applicable filing fee pursuant to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer of such support. (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly HSR Act or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or antitrust filing (bthe “HSR Filing Fee”) otherwise encourage any employee of a Transferred Subsidiary to leave the employ within three days following receipt of Buyer; provided, however’s written request for reimbursement. Notwithstanding the foregoing, nothing in this Section 5.3(d) 8.2 shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectlyrequire, or by assisting othersbe construed to require, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue agree to employ (i) sell, hold, divest, discontinue or limit, before or after the employees Closing Date, any assets, businesses or interests of Buyer or any of its Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to be material to, or materially impact the economic or business benefits to Buyer of the Transferred Subsidiaries following transactions contemplated by this Agreement and the Closing and that nothing in this Section 5.3(dTransaction Documents; or (iii) shall prohibit any material modification or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee waiver of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated terms and such individual has not been employed by the other party or its Affiliates for a period conditions of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreement.

Mutual Covenants. Buyer and Seller agree that: (a) Subject to From the terms and conditions date of this Agreement until the earlier of the Effective Date or termination of this Agreement, Buyer each of Altitude and Seller Vibe will use its commercially reasonable efforts to: (i) satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder; (ii) not take, or cause to be taken, any action or cause anything to be done that would cause such obligations not to be fulfilled in a timely manner; and (iii) take, or cause to be taken, all actions other action and to do, or cause to be done, all other things necessary necessary, proper or desirable advisable under applicable Laws Applicable Law to complete the Amalgamation, including using commercially reasonable efforts: (a) to consummate the transactions contemplated by this AgreementAmalgamation in a timely manner and to timely prepare, includingnegotiate, without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees agree to cause the Transferred Subsidiaries to execute, notarize and deliver such other timely file any further documents, certificates, agreements and instruments required to be filed by either of the Parties or their respective affiliates to accomplish that purpose (all of which shall be in form and content reasonably satisfactory to each Party), including those required pursuant to the policies of the TSX-V and the CSE with respect to the delisting of the Altitude Common Shares on the TSX-V and the listing of the Altitude Common Shares on the CSE, pursuant to the requirements of applicable corporate and securities legislation relating to the Amalgamation and any other writings regulatory bodies having jurisdiction, to carry out the terms and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by objectives of this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities.; (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or any actions, to obtain all necessary consents, assignments, waivers and amendments to or terminations of any agreements and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby, including the Appropriate Regulatory Approvals; (c) to effect all necessary registrations and filings and submissions of information requested by Governmental Authorities or required to be effected by it in connection with the Amalgamation, and to obtain all necessary waivers, consents and approvals or waivers are required to be obtained from parties to any material contracts, in each case by it in connection with the Amalgamation; (d) to oppose, lift or rescind any injunction or restraining or other order seeking to stop, or otherwise adversely affecting its ability to consummate, the Amalgamation and to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging this Agreement or the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.hereby; and (ce) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer of such support. (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary each of the Closing Date, in any manner, directly or indirectly or by assisting others, (a) hire or attempt Altitude Entities and Vibe will use its commercially reasonable efforts to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment cooperate with the other party or its Affiliates has been terminated and such individual has not been employed in connection with the performance by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of their obligations under this Section 5.3(d). The parties hereby agree that any remedy at law for any breach 3.3 and this Agreement including continuing to provide reasonable access to information and to maintain ongoing communications as between officers of the provisions contained in this Section 5.3(d) may be inadequate Altitude and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this AgreementVibe.

Mutual Covenants. Buyer Fiat and Seller the ▇▇▇▇ each covenant to and agree thatwith the other as follows: (a) Subject to the terms and conditions of this Agreement, Buyer and Seller It will use commercially reasonable efforts to takeconsummate and make effective any exercise of the Call Option by the Holder. Fiat and the ▇▇▇▇ each agree, each at its own expense, to use commercially reasonable efforts to avoid or cause eliminate any impediment and obtain all consents or waivers under any Antitrust Law that may be asserted by any antitrust or competition Governmental Entity that arise following any exercise of the Call Option that impedes or delays the settlement of such exercise; provided, that completion of the settlement and payment for the portion of the Covered Interests being purchased may be delayed for a period not to be takenexceed 90 days in the event that any consent, all actions and to doapproval, authorization or cause to be doneorder of any Governmental Entity is, all things in Fiat's reasonably judgment, necessary or desirable under applicable Laws to consummate the transactions contemplated by this Agreement, including, without limitation, advisable and Fiat is diligently pursuing the registration of the transfer of the Equity Interests with the appropriate nationalsuch consent, stateapproval, local authorization or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authoritiesorder. (b) Seller It will give any notices to third parties, and Buyer each shall cooperate with one another (i) use commercially reasonable efforts to obtain any third party consents, necessary, proper or advisable to consummate the Call Option, in determining whether any action by whole or in respect of, or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers are required part. Each of the parties hereto will furnish to be obtained from parties to any material contracts, in each case the other such necessary information and reasonable assistance as the other may request in connection with the consummation preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Entity, including immediately informing the transactions contemplated by other parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Entity, and supplying each other with copies of all material correspondence, filings or communications between any party and any Governmental Entity with respect to this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. (c) Buyer It shall provide the other with the opportunity to review and Seller shall enter into a Transition Services Agreementapprove any press releases, attached hereto as Exhibit Bpublic announcements, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks disclosures and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant communications relating to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost prior to Buyer of such supporttheir distribution. (d) Unless In the parties otherwise mutually agree in writingevent a Governmental Entity with applicable jurisdiction imposes any limitations on this Agreement, Seller agrees that it each party will not, and will not permit its Affiliates to, prior implement those limitations to the second anniversary extent necessary to comply with the requirements of such Governmental Entity (provided that the Holder shall be permitted to rescind its exercise of the Closing Date, in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on any Call Option as the result of their behalves or on behalf the imposition of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(dlimitations). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreement.

Mutual Covenants. Buyer 15.1. Each of the Parties hereby covenants and Seller agree thatagrees as follows: (a) Subject to the terms and conditions of this Agreement, Buyer and Seller will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder which are reasonably under its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary necessary, proper or desirable advisable under applicable Applicable Laws and regulations to consummate complete the transactions contemplated by Transaction prior to March 26, 2019, including the Amalgamation in accordance with the terms of this Agreement and the Amalgamation Agreement. Without limiting the generality of the foregoing, includingin the event that any person, including without limitation, diligently pursuing the registration any securities regulatory authority, seeks to prevent, delay or hinder implementation of all or any portion of the transfer Transaction (including the Amalgamation) or seeks to invalidate all or any portion of this Agreement or the Equity Interests with the appropriate nationalAmalgamation Agreement, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection each of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions use commercially reasonable efforts to effect resist such registration proceedings and to lift or rescind any injunction or restraining order or other order or action seeking to stop or otherwise adversely affecting the ability of the transfer of parties to complete the Equity Interests with the appropriate nationalTransaction prior to March 26, state, local or municipal governmental authorities.2019; (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect ofto use commercially reasonable efforts to obtain, or filing withbefore March 26, any Governmental Entity is required or any actions2019, all authorizations, waivers, exemptions, consents, orders and other approvals from domestic or waivers foreign courts, Governmental Entities, shareholders and third parties as are required to be obtained from parties to any material contracts, in each case in connection with necessary for the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.herein; (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use commercially reasonable efforts to defend or cause to be defended any lawsuits or other legal proceedings brought against it challenging this Agreement or the name, trademarks and domain names related to “WFI” completion of the Transaction; no party will settle or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant compromise any claim brought against them in connection with the transactions contemplated by this Agreement prior to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for Closing Date without the periods specified therein and prior written consent of each of the cost others, such consent not to Buyer of such support.be unreasonably withheld or delayed; (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary promptly notify each of the Closing Date, other parties if any representation or warranty made by it in this Agreement ceases to be true and correct in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier) and of any failure to comply in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on material respect with any of their behalves its obligations under this Agreement; (e) to co-operate with each of the other Parties hereto in good faith in order to ensure the timely completion of the Transaction; (f) to use commercially reasonable efforts to co-operate with each of the other Parties hereto in connection with the performance by the other of its obligations under this Agreement; and (g) in the case of the Corporation and the Acquiror, to indemnify and hold harmless each of the other parties hereto (and, if applicable, such other parties’ respective directors, officers, representatives and advisers) (collectively, the “Non-Offending Persons”) from and against all claims, damages, liabilities, actions or demands to which the Non-Offending Persons may be subject insofar as such claims, damages, liabilities, actions or demands arise out of, or are based upon, the information supplied by the Corporation or the Acquiror, as applicable, for inclusion in the Listing Statement (or Information Circular, if required) having contained a misrepresentation. The Corporation and the Acquiror shall obtain and hold the rights and benefits of this subsection in trust for and on behalf of any other Personsuch Parties’ respective directors, any employee of any Transferred Subsidiaryofficers, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated representatives and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreementadvisers.

Mutual Covenants. Buyer Each of Blackhawk and Seller agree that: (a) SpinCo shall as promptly as practicable hereafter, prepare and file any documents required under any Securities Laws, Corporate Laws or any other applicable Laws relating to the Arrangement and the transactions contemplated thereby. Upon the valid exercise of a Blackhawk Warrant by the holder thereof, Blackhawk shall provide to SpinCo a copy of the corresponding exercise form and confirmation of payment, upon which SpinCo shall use its best efforts to issue one SpinCo Share for each Blackhawk Warrant exercised, subject to any approvals required by the Canadian Securities Exchange or the holders of the SpinCo Shares to effect such issuance; such SpinCo Shares will be subject to any restrictions or restrictive legends in accordance with Securities Laws and the policies of the Canadian Securities Exchange. Subject to the terms and conditions herein provided, each of this Agreement, Buyer and Seller will the Parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable Laws advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings Agreement and to take such coordinate and cooperate with each other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding connection with the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. (b) Seller and Buyer shall cooperate with one another including using commercially reasonable efforts: (i) in determining whether any action by or in respect ofto obtain all necessary waivers, or filing withconsents and approvals from other parties to material agreements, any Governmental Entity is required or any actions, leases and other contracts; (ii) to obtain all necessary consents, approvals or waivers and authorizations as are required to be obtained from parties under applicable Law; (iii) to any material contractsdefend all lawsuits or other legal, in each case in connection with regulatory or other proceedings challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (iv) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby; (v) to effect all necessary registrations and other filings and submissions of information required by this Agreement, Governmental Entities; and (iivi) in taking such actions or making any such filingsto fulfill all conditions, furnishing information required in connection therewith perform all obligations and seeking timely to obtain any such actions, consents, approvals or waivers. (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer of such support. (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the satisfy all provisions of this Section 5.3(d). The parties hereby agree that Agreement and the Arrangement; including, in each such case, providing each other with advance copies of any remedy at law for any breach of the provisions contained in this Section 5.3(d) may documentation to be inadequate submitted and that the non-breaching party will be entitled a reasonable opportunity to seek injunctive relief in addition to any other remedy review and comment on such party might have under this Agreementdocumentation.

Mutual Covenants. Buyer The parties mutually covenant from the date of this Agreement to the Closing Date (and Seller agree that:subject to the other terms of this Agreement): (a) Subject to cooperate with each other in determining whether filings are required to be made or consents required to be obtained in any jurisdiction in connection with the consummation of the transactions contemplated by this Agreement and in making or causing to be made any such filings promptly and in seeking to obtain timely any such consents; (b) to use all reasonable efforts to obtain promptly the satisfaction (but not waiver) of the conditions to the terms Closing of the transactions contemplated herein (each party hereto shall furnish to the other and conditions of this Agreement, Buyer and Seller to the other's counsel all such information as may be reasonably required in order to effectuate the foregoing action); (c) to advise the other party promptly if such party determines that any condition precedent to its obligations hereunder will not be satisfied in a timely manner; (d) to each use commercially its reasonable efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary necessary, proper or desirable advisable under applicable Laws laws and regulations to consummate and make effective as soon as reasonably practicable the transactions contemplated by this Agreement, including, without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees including Seller shall use reasonable efforts to cause the Transferred Subsidiaries obtain prior to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be Closing all necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or any actions, consents, approvals approvals, estoppels or waivers are required from third parties (including Authorities) necessary to be obtained from parties to any material contracts, in each case in connection with the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, including the consents, approvals or waivers.waivers required for the assignment of the rights of Seller under contracts, leases, licenses, permits, approvals and other items constituting the Acquired Assets; and (ce) Buyer shall use all reasonable efforts to have reissued to Buyer on a timely basis all Permits that can not be transferred to Buyer by their terms and which are necessary to operate the Business; and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant use all reasonable efforts to cooperate with Buyer a license to use in connection with the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer reissuing of such supportPermits. (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreement.

Mutual Covenants. Buyer Each of the Parties covenants and Seller agree agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: (a) Subject to the terms it shall, and conditions of this Agreementshall cause its subsidiaries to, Buyer and Seller will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article VI to the extent the same is within its control and to take, or cause to be taken, all actions other action and to do, or cause to be done, all other things necessary necessary, proper or desirable advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to: (i) obtain all Key Regulatory Approvals required to be obtained by it and, further to this requirement, in the event that the Key Regulatory Approvals in respect of the Competition Act have not been satisfied within 30 business days following the execution of this Agreement, unless the Parties mutually agree in writing otherwise, each Party shall file a notification to the Commissioner of Competition in accordance with section 114 of the Competition Act by or before the 35th business day following the execution of this Agreement; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement; and (iv) co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder; in addition, subject to the terms and conditions of this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement, including, without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities.hereby; (b) Seller it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the making or completion of the Plan of Arrangement except as permitted by this Agreement; (c) Silverstone shall effect such reorganization of its business, operations, subsidiaries and Buyer assets or such other transactions (each, a “Pre-Acquisition Reorganization”) as Silver Wheaton may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall cooperate with one another be modified accordingly; provided, however, that Silverstone need not effect a Pre-Acquisition Reorganization which in the opinion of Silverstone, acting reasonably: (i) in determining whether any action by or would require Silverstone to obtain the prior approval of the shareholders of Silverstone in respect ofof such Pre-Acquisition Reorganization other than at the Silverstone Meeting; or (ii) would impede or materially delay the consummation of the Arrangement. Without limiting the foregoing and other than as set forth in clause (i) above, or filing with, any Governmental Entity is required or any actions, Silverstone shall use its commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any persons to effect each Pre-Acquisition Reorganization, and Silverstone shall cooperate with Silver Wheaton in structuring, planning and implementing any such Pre-Acquisition Reorganization. Silver Wheaton shall provide written notice to Silverstone of any proposed Pre-Acquisition Reorganization at least 10 business days prior to the date of the Silverstone Meeting. In addition: (A) Silver Wheaton shall indemnify and save harmless Silverstone and its subsidiaries’ respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization; (B) any Pre-Acquisition Reorganization shall not become effective unless Silver Wheaton shall have waived or confirmed in writing the satisfaction of all conditions in its favour in Section 6.1 and Section 6.2 and shall have confirmed in writing that it is prepared to promptly without condition (other than the satisfaction of the condition contemplated by Section 6.2(a)) proceed to effect the Arrangement; (C) any Pre-Acquisition Reorganization shall not unreasonably interfere in material operations prior to the Effective Time of Silverstone or any of its subsidiaries; (D) unless the Parties otherwise agree, any Reorganization shall not require any filings with, notifications to or approvals of any Governmental Entity or third party (other than such Tax rulings, and filing such Tax elections or notifications and prefilings or pre-clearances with corporations branches or similar Governmental Entities, as are required necessary or advisable in the circumstances); (E) any Pre-Acquisition Reorganization shall not require Silverstone or any subsidiary to contravene any applicable Laws, their respective organizational documents or any Material Contract; and (F) Silverstone and its subsidiaries shall not be obtained from parties obligated to take any material contractsaction that could result in any Taxes being imposed on, in each case or any adverse Tax or other consequences to, any securityholder of Silverstone incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the transactions contemplated by this Agreement, and (ii) Arrangement in taking such actions or making the absence of any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.Reorganization; and (cG) Buyer Silver Wheaton acknowledges and Seller agrees that the planning for and implementation of any Pre-Acquisition Reorganization shall enter into not be considered a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services breach of any covenant under this Agreement will, among other things, grant and shall not be considered in determining whether a representation or warranty of Silverstone hereunder has been breached. Silver Wheaton and Silverstone shall work cooperatively and use reasonable commercial efforts to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant prepare prior to the terms Effective Time all documentation necessary and conditions contained thereindo such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. The Transition Services Agreement For greater certainty, Silverstone shall also address identified IT support not be liable for the periods specified therein and the cost failure of Silver Wheaton to Buyer benefit from any anticipated tax efficiency as a result of such supporta Reorganization. (d) Unless If the parties otherwise mutually agree Arrangement is not completed, Silver Wheaton shall forthwith reimburse Silverstone for all reasonable fees and expenses (including any professional fees and expenses) incurred by Silverstone and its subsidiaries in writingconsidering and effecting a Pre-Acquisition Reorganization and shall be responsible for any costs of Silverstone and its subsidiaries in reversing or voiding any Pre-Acquisition Reorganization that was effected at Silver Wheaton’s request, Seller agrees provided that it will notno reimbursement for fees and expenses shall be payable by Silver Wheaton pursuant to this Section 5.4(d) in the event this Agreement is terminated by Silver Wheaton pursuant to Sections 8.2.1(b)(iii), and will not permit its Affiliates to8.2.1(c)(ii) (as so far as the conditions relate to Silverstone), prior to 8.2.1(c)(iii), 8.2.1(v) or upon the second anniversary occurrence of the Closing Date, Termination Fee Event identified in any manner, directly or indirectly or by assisting others, (a) hire or attempt Section 7.4.5(a). The obligation of Silver Wheaton to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing reimburse Silverstone for fees and expense and be responsible for costs as set out in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing indemnity described in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under obligation hereunder and will survive termination of this AgreementAgreement indefinitely.

Mutual Covenants. Buyer Each of the Parties covenants and Seller agree thatagrees that during the period from the date of this Agreement until the earlier of the Effective Date and the time that this Agreement is terminated in accordance with its terms: (a) Subject subject to the terms and conditions of this AgreementSection 5.3(d), Buyer and Seller will it shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts to, satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 and to take, or cause to be taken, all actions other action and to do, or cause to be done, all other things necessary necessary, proper or desirable advisable under all applicable Laws to consummate complete the Arrangement, including using its commercially reasonable efforts to promptly: (i) obtain all necessary waivers, consents and approvals required to be obtained by it from parties to loan agreements, leases and other contracts; (ii) obtain all necessary exemptions, consents, approvals and authorizations as are required to be obtained by it under all applicable Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the Arrangement; (iv) fulfill all conditions and satisfy all provisions of this Agreement and the Arrangement, including delivery of the certificates of their respective officers contemplated by Section 6.2 and Section 6.3; and (v) carrying out the terms of the Interim Order and the Final Order applicable to it and complying promptly with all requirements imposed by applicable Laws on it or its Subsidiaries with respect to this Agreement or the Arrangement; (b) it shall cooperate with the other Party in connection with the performance by it and its Subsidiaries of their obligations under this Section 5.3, including permitting the other Party a reasonable opportunity to review in advance, and to provide comments on, any proposed communications of any nature with a Governmental Entity, which comments shall be considered and given due regard; (c) it shall use commercially reasonable efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, satisfy (or cause the satisfaction of) the conditions precedent set forth in Section 6.1(e) and Section 6.1(f), including using commercially reasonable efforts to: (i) obtain all Regulatory Approvals, (ii) cooperate fully with the other Party and such other Party's counsel, recognizing that certain competitively sensitive information shall be exchanged only on a counsel-only basis and in accordance with the Confidentiality Agreement and any other subsequent written agreement that addresses confidentiality between the Parties, (iii) as promptly as possible, but in any event within 15 business days of the date hereof unless otherwise mutually agreed to in writing, make all necessary notifications or applications in respect of Regulatory Approvals, including the notification required under subsection 114(1) of the Competition Act, a request for an advance ruling certificate under subsection 102(1) of the Competition Act or a No Action Letter and the notification required under subsection 53.1(1) of the CT Act; provided that, Trican shall be responsible for preparing and filing on behalf of the Parties, in cooperation and consultation with Canyon in accordance with this Section 5.3, the joint submissions of the Parties with respect to subsection 102(1) of the Competition Act and the information required to be provided under subsection 53.1(2) of the CT Act, other than Canyon's materials supplied to the Commissioner under subsection 114(1) of the Competition Act which Canyon shall be responsible for supplying pursuant to subsection 53.1(1) and 53.1(2) of the CT Act); (iv) supply as promptly as practicable any additional information or documentary materials that may be required or as the parties or their counsel agree may be advisable pursuant to the Competition Act or any similar Laws, (v) certify completeness of its response to any supplementary information request received under subsection 114(2) of the Competition Act and in conjunction with the transactions contemplated by this AgreementAgreement as promptly as practicable after the date of issuance of any such supplementary information request or request for additional information and documentary material, includingas applicable, without limitationbut in no event later than ninety days after such issuance, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate nationalunless otherwise mutually agreed to in writing, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other all actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoingassert, no delay, postponement, or rejection defend and support its certification of the registration completeness of the transfer of the Equity Interests from Seller its response to Buyer by any national, state, local such supplementary information request or municipal governmental authority shall be deemed to delay the Closing hereunder, substantial compliance with such request for additional information and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in each case in connection with the consummation of the transactions contemplated by this Agreementdocumentary material, and (iivi) in taking such actions or making any such filingsprepare and file, furnishing information required in connection therewith as promptly as practicable, all documentation to effect all necessary notices, reports and seeking timely other filings and to obtain any such actions, as promptly as practicable all consents, approvals or waivers. (c) Buyer registrations, approvals, and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use authorizations in respect of the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer of such support.Regulatory Approvals; (d) Unless notwithstanding anything else in this Section 5.3, the parties otherwise mutually agree in writing, Seller agrees Parties shall use commercially reasonable efforts to obtain the Regulatory Approvals and to remove each and every impediment under any Laws that it will not, and will not permit its Affiliates to, prior may be asserted by any Governmental Entity so as to the second anniversary enable consummation of the Closing Date, in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, howeverArrangement as soon as possible. For greater certainty, nothing in this Section 5.3(d) 5.3 shall prohibit require either Party to offer, agree or prevent Seller consent to sell, assign, license, hold separate, or its Affiliates from hiring take any other action, before or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless after the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Effective Date, with respect to any assets or businesses, or interests in any mannerassets or businesses, directly of Trican or indirectlyCanyon, or by assisting others, solicit or attempt to solicit on any of their behalves respective Subsidiaries, as applicable and as the case may be, including agreeing and consenting to (i) restrictions on, or on behalf impairment of, its ability to own, manage, operate, or otherwise exercise full ownership rights of, any assets or businesses, or interest in any assets or businesses, or (ii) the creation of, termination or amendment of relationships, contractual rights, obligations, licenses, ventures or other arrangements, with respect to, before or after the Effective Date, any other Person assets or businesses, or interests in any employee assets or businesses, of the other party or its Affiliates, except that Buyer either Party or any of its Affiliates are permitted Subsidiaries; (e) as applicable, or as required by Law, it shall not engage in any meetings or material communications with any Governmental Entity in relation to continue the Regulatory Approvals or the Arrangement, without counsel for the other Party being advised of same, having been given the opportunity to employ participate in such meetings or communications, and in any event shall immediately notify and provide copies to the employees other Party's counsel of any communications to or from a Governmental Entity in relation to the Arrangement; (f) it shall not deliberately take any action, refrain from taking any action or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transferred Subsidiaries following Arrangement, or that will have, or would reasonably be expected to have, the Closing and that nothing in this Section 5.3(d) shall prohibit effect of materially delaying, impairing or prevent impeding the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee granting of the Regulatory Approvals; (g) except for non-substantive communications with securityholders, and subject to its obligations under Section 2.14, it shall furnish promptly to the other party Party or its Affiliates where counsel, a copy of each notice, report, schedule or other document delivered, filed or received by it in connection with: (i) the individual’s employment Arrangement; (ii) any filings under applicable Laws in connection with the other party or its Affiliates has been terminated transactions contemplated hereby; and such individual has not been employed by (iii) any dealings with Governmental Entities in connection with the transactions contemplated hereby; and (h) it shall promptly notify the other party Party in writing of any material change (actual, anticipated, contemplated or, to the knowledge of such Party, threatened, financial or otherwise) in its Affiliates for a period business, operations, results of six operations, properties, assets, liabilities (6whether absolute, accrued, contingent or otherwise) or more months. The foregoing provisions will not apply to general solicitations financial condition, or of potential employees any material complaints, investigations or hearings (e.g., general newspaper advertisements or website job postingscommunications indicating that the same may be contemplated) that are not specifically targeted by any Governmental Entity or third party relating to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreementtransactions contemplated hereby.

Mutual Covenants. Buyer and Seller agree that: (a) Subject to From and after the terms and conditions date of this Agreement, Buyer upon the request of the Purchasers or the Company, the parties hereto shall execute and Seller will use commercially reasonable efforts to takedeliver such instruments, or cause to documents and other writings and take all such further actions as may be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable Laws to confirm and carry out and to effectuate fully the intent and purposes of this Agreement and the issuance and sale of the Shares pursuant hereto, including, without limitation, making timely all such filings as may be required pursuant to the HSR Act and the BAT Law and seeking all such consents and approvals as may be required to be obtained by such party to consummate the transactions contemplated by this AgreementAgreement and the Related Agreements, including, without limitation, diligently pursuing including the registration consummation of the transfer of Reorganization. (b) If the Equity Interests with IPO has not been consummated, and the appropriate nationalshares contemplated to be issued and sold therein, stateare not so issued and sold on or prior to October 12, local or municipal governmental authorities. Buyer agrees 2000, the parties shall negotiate in good faith for a period not to cause exceed thirty (30) days regarding modifications to the Transferred Subsidiaries to executetransactions contemplated hereby, notarize by the Marketing Agreement and deliver such other documentsby the Related Agreements, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate effectuate the transactions contemplated hereby and obtain for the parties the benefits sought to be obtained hereby and thereby without consummation of the IPO; provided, that if the IPO is consummated during such -------- 30 day period, the provisions of this subsection shall be without force and effect. (c) Except as expressly provided in the Marketing Agreement, neither the Company nor the Purchasers shall, nor shall either the Company or implement expeditiously the Purchasers permit any of its Subsidiaries to (and each such party shall use its reasonable efforts to cause its affiliates, directors, officers, employees and authorized representatives not to), issue any press release, make any public announcement or furnish any written statement to its employees or stockholders generally concerning the transactions contemplated by this Agreement. Notwithstanding Agreement without the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in each case in connection with the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer of such support. (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee consent of the other party or its Affiliates(which consent shall not be unreasonably withheld), except that Buyer to the extent required by applicable law or any of its Affiliates are permitted (i) with respect to continue to employ the employees Company, the applicable requirements of the Transferred Subsidiaries following National Association of Securities Dealers, Inc., at such time as the Closing and that nothing in this Section 5.3(dCompany's securities are listed for trading on the NASDAQ, or (ii) shall prohibit or prevent with respect to the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee Purchasers, the applicable requirements of the other Bolsa de Valores de Sao Paulo (and in either such case such party or its Affiliates where shall, to the individual’s employment extent consistent with timely compliance with such requirement, consult with the other party prior to making the required release, announcement or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(dstatement ). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreement.

Mutual Covenants. Buyer Each of the Parties covenants and Seller agree thatagrees as follows: (a) Subject to the terms and conditions of this Agreement, Buyer and Seller will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder which are reasonably under its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary necessary, proper, or desirable advisable under applicable Applicable Laws and regulations to consummate complete the transactions contemplated by Transaction in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, in the event that any person, including without limitation, any securities regulatory authority, seeks to prevent, delay or hinder implementation of all or any portion of the Transaction or seeks to invalidate all or any portion of this Agreement, including, without limitation, diligently pursuing the registration each of the transfer Parties will use commercially reasonable efforts to resist such proceedings and to lift or rescind any injunction or restraining order or other order or action seeking to stop or otherwise adversely affecting the ability of the Equity Interests with Parties to complete the appropriate national, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities.Transaction; (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect ofto use commercially reasonable efforts to obtain, or filing withbefore the Time of Closing, any Governmental Entity is required or any actionsall authorizations, waivers, exemptions, consents, orders and other approvals from domestic or waivers foreign courts, Governmental Authorities, shareholders, TargetCo Shareholders and third parties as are required to be obtained from parties to any material contracts, in each case in connection with necessary for the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.herein; (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use commercially reasonable efforts to defend or cause to be defended any lawsuits or other legal proceedings brought against it challenging this Agreement or the name, trademarks and domain names related to “WFI” completion of the Transaction; no Party will settle or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant compromise any claim brought against them in connection with the transactions contemplated by this Agreement prior to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for Closing Date without the periods specified therein and prior written consent of each of the cost others, such consent not to Buyer of such support.be unreasonably withheld or delayed; (d) Unless to promptly notify the parties otherwise mutually agree other Party if any representation or warranty made by it in writing, Seller agrees that it will not, this Agreement ceases to be true and will not permit its Affiliates to, prior correct in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier) and of any failure to the second anniversary of the Closing Date, comply in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment material respect with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted obligations under this Agreement; (e) to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment co-operate with the other party or its Affiliates has been terminated and such individual has not been employed Party in good faith in order to ensure the timely completion of the Transaction; (f) to use commercially reasonable efforts to co-operate with the other Party in connection with the performance by the other party or of its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have obligations under this Agreement.; and (g) to indemnify and hold harmless the other Party (and, if applicable, such other Party’s respective directors, officers, representatives and advisers) (collectively, the “Non-

Mutual Covenants. Buyer From the date hereof until the Effective Date, each of Inner Spirit and Seller agree that: PubCo will use its reasonable commercial efforts to satisfy (aor cause the satisfaction of) Subject the conditions precedent to its obligations hereunder to the terms extent the same is within its control and conditions of this Agreement, Buyer and Seller will use commercially reasonable efforts to take, or cause to be taken, all actions other action and to do, or cause to be done, all other things necessary necessary, proper or desirable advisable under applicable Laws to consummate complete the transactions contemplated Amalgamation, including using reasonable efforts: (a) to not to take any action which would be outside the ordinary course of business or which may result in a material adverse change in its affairs from that which was represented including, without limiting the generality of the foregoing, the entering into of employment, consultancy or severance agreements or other arrangements with any director or officer; (b) to not to issue any securities or any instruments exchangeable for securities, other than as otherwise disclosed in writing; (c) to obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases and other contracts; (d) to obtain all necessary consents, approvals and authorizations as are required to be obtained by it under any applicable Laws; and (e) to effect all necessary registrations and filings and submissions of information requested by governmental authorities required to be effected by it in connection with the Amalgamation, and each of Inner Spirit and PubCo will use its reasonable commercial efforts to cooperate with the other in connection with the performance by the other of its obligations under this Agreement, section 5.5 including, without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees continuing to cause the Transferred Subsidiaries provide reasonable access to execute, notarize and deliver such other documents, certificates, agreements and other writings information and to take such other actions maintain ongoing communications as between officers of PubCo and Inner Spirit, subject in all cases to any agreement as to confidentiality that may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, entered into among PubCo and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or Inner Spirit in respect of, or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in each case in connection with the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant PubCo. In addition, each of Inner Spirit and PubCo will use its reasonable commercial efforts to have the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for Amalco Common Shares listed on the periods specified therein and the cost to Buyer of such support. (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries CSE as soon as commercially reasonably possible following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this AgreementEffective Date.

Mutual Covenants. Buyer (1) Each of the Parties covenants and Seller agree agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Date and the time that this Agreement is terminated in accordance with its terms: (a) Subject it shall, and shall cause its subsidiaries to, and, in the case of Gulf, its Partnerships and where reasonably practicable and Gulf is legally capable to the terms cause Petrovera Resources, Tidal and conditions of this Agreementits Material Joint Venture Interests to, Buyer and Seller will use all commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article VI to the extent the same is within its control and to take, or cause to be taken, all actions other action and to do, or cause to be done, all other things necessary necessary, proper or desirable advisable under all applicable Laws to consummate complete the transactions contemplated Offer, including using its commercially reasonable efforts to: (i) obtain all Appropriate Regulatory Approvals required to be obtained by it; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Offer, a Compulsory Acquisition or any Subsequent Acquisition Transaction; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete the Offer; and (iv) co-operate with each other Party in connection with the performance by it and its subsidiaries of their obligations hereunder all as subject to the other terms of this Agreement, including, without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities.; (b) Seller it shall not take any action which would reasonably be expected to impede the making or completion of the Offer, a Compulsory Acquisition or any Subsequent Acquisition Transaction except as permitted by this Agreement; (c) it shall use its reasonable commercial efforts to conduct its affairs so that all of its representations and Buyer warranties contained herein shall cooperate be true and correct in all material respects on and as of the Effective Date as if made thereon (other than representations and warranties specific to a particular date which shall remain true and correct in all material respects as of that date); and (d) it shall notify forthwith the other Parties of any breach of a representation, warranty, covenant or condition by another Party of which it becomes aware or any event occurring subsequent to the date of the Agreement that would render any representation or warranty made by it contained in this Agreement untrue. (2) Conoco and Gulf agree that Gulf shall before the Effective Date: (a) co-operate with one another Conoco in order to permit holders of Gulf Options to: (i) in determining whether any action by or in respect ofelect to exercise their Gulf Options, or filing with(ii) exchange their Gulf Options for stock options granted by Conoco ("Conoco Options") as provided in Section 5.4(3); (b) with respect to holders of Gulf Options who do not elect prior to the expiry of the Offer to exchange their Gulf Options for Conoco Options as provided in Section 5.4(3), accelerate the vesting of such unvested Gulf Options and take all actions required so that all Gulf Options granted to such Gulf Option holders not exercised prior to the expiry of the Offer shall cease to be exercisable after the Expiry Date; (c) accelerate the vesting, release of or expiry date of any Governmental Entity is required hold period relating to Gulf Shares in any other Gulf Plan so that any entitlement to a Gulf Share under such other Gulf Plan becomes exercisable or any actions, consents, approvals or waivers fully vested prior to the expiry of the Offer; and (d) take such actions as are required to be obtained from parties to so that Gulf Options are exchangeable in accordance with Section 5.4(3). (3) Gulf shall apply for any material contracts, in each case consents and authorizations required in connection with the consummation of the transactions contemplated by this Agreementforegoing, and (ii) including any exemptions or consents required from any Governmental Entity in taking such actions or making connection with any such filings, furnishing information amendment to a Gulf Plan required in connection therewith with the foregoing and seeking timely that all proceeds from the exercise of the Gulf Options shall be retained by Gulf. For greater certainty, to obtain any the extent the Gulf Options may be exercised on a cashless basis, holders of Gulf Options may direct the Gulf Shares issued pursuant to such actionsGulf Options after deduction of the exercise price, consents, approvals brokerage fees or waiverscommissions and other transaction costs to be tendered into the Offer. (c4) Buyer Conoco and Seller shall enter into a Transition Services AgreementGulf agree that Conoco shall, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use soon as practicable following the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer of such support.Effective Date: (da) Unless grant Conoco Options, as provided in the parties otherwise mutually agree in writingfollowing sentence, Seller agrees that it will not, and will not permit its Affiliates toto those holders of Gulf Options who, prior to the second anniversary expiry of the Closing Offer, elected to exchange each of their Gulf Options for Conoco Options ("Electing Gulf Option Holders"). For each Gulf Option that an Electing Gulf Option Holder elects to exchange for an Conoco Option, such Electing Gulf Option Holder shall receive an Conoco Option to acquire, on the same terms and conditions as were applicable under the Gulf Option, the number of shares of common stock of Conoco ("Conoco Common Stock") determined by multiplying the number of Gulf Shares subject to such Gulf Option by a fraction (the "Conversion Fraction") which fraction is subject to adjustment as provided below, the numerator of which is $12.40 and the denominator of which is the average of the closing prices of Conoco Common Stock as reported by the NYSE for three trading days immediately preceding (but not including) the Effective Date, rounded down to the nearest whole share, at a price per share of Conoco Common Stock equal to the exercise price per Gulf Share subject to such Gulf Option immediately prior to the Effective Date divided by the Conversion Fraction, rounded up to the nearest one-hundredth of a cent. The Conversion Fraction shall be subject to adjustment downwards so as to ensure that the provisions of paragraph 7(1.4)(c) of the Tax Act shall be met in any mannerrespect of the exchange of Gulf Options for Conoco Options. Conoco shall amend or modify the terms of the Conoco Options, directly in its sole discretion, so as to facilitate, to the extent practicable, the exchange of Gulf Options for Conoco Options as described above in this Section provided that Conoco shall not be required to grant Conoco Options to Electing Gulf Option Holders if it determines, in its sole discretion, that such an exchange or indirectly the offer of such an exchange could have adverse taxation or by assisting others, (a) hire other adverse legal consequences to either Bidco or attempt to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or Conoco; and (b) otherwise encourage Conoco shall apply for any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing consents and authorizations required in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment connection with the other party foregoing, including any exemptions or its Affiliates has been terminated and such individual has not been employed by consents required from any Governmental Entity in connection with the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreementforegoing.

Mutual Covenants. Buyer Seller and Seller Purchaser hereby covenant and agree that: (a) Subject to use their mutual good faith efforts and to cooperate with each other to obtain from Lender, MI, CGMI and, to the terms and conditions of this extent required pursuant to the Hotel Operating Agreement, Buyer R-C, respectively, the consents referenced in Section 9(g), 9(h), 9(i) and Seller will use commercially reasonable efforts to take9(j) and Section 10(c), (d), (e) and (f) below. Within five (5) Business Days (as defined below) of the Effective Date, Purchaser shall deliver, or cause to be takendelivered, all actions to Seller a draft of an agreement (the "Cooperation Agreement") between Seller and Purchaser (and their respective affiliates, as applicable) setting forth, among such other things as the parties may agree upon, the rights and obligations of Seller and Purchaser (and their respective affiliates, as applicable) with regard to dothe ski lift located adjacent to the Property and other matters relating to the future relationship between the Property and the adjacent facilities owned and/or operated by Seller and/or Seller's affiliates. Thereafter, Seller and Purchaser (and their respective affiliates, as applicable) shall negotiate in good faith the final form and content of the Cooperation Agreement. If despite their good faith efforts, Seller and Purchaser are unable to reach agreement on the final form and content of the Cooperation Agreement on or prior to the fifteenth (15th) Business Day after the Effective Date (the "Election Date"), then Purchaser, at Purchaser's sole discretion, shall have the right to: (i) accept such terms of the Cooperation Agreement as have been mutually agreed upon as of the Election Date, in which instance Purchaser, Seller and Seller's affiliates, as applicable, shall execute and deliver the Cooperation Agreement at Closing pursuant to ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, (▇▇) elect to forego execution of the Cooperation Agreement, in which instance neither party hereto (nor any of their respective affiliates) shall be required to execute and/or deliver the Cooperation Agreement at Closing, or cause to be done, all things necessary or desirable under applicable Laws to consummate the transactions contemplated by (iii) terminate this Agreement, includingwhereupon neither party hereto shall have any further rights or obligations hereunder. Purchaser shall notify Seller of Purchaser's election no later than 11:59 p.m., without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in each case in connection with the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer of such support. (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hireCentral Standard Time, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or the fifteenth (b15th) otherwise encourage any employee of a Transferred Subsidiary to leave Business Day following the employ of BuyerEffective Date; provided, however, nothing if Purchaser shall fail to deliver such written notice to Seller, then Purchaser shall be deemed to have elected to terminate this Agreement as provided in this Section 5.3(dclause (iii) shall prohibit or prevent above. Seller and Purchaser understand and agree that the Cooperation Agreement is intended to memorialize the parties agreements with respect to those services Seller or its Affiliates from hiring or attempting Seller's affiliates currently is committed to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated provide to Operating and/or the Property and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless such other matters as the parties otherwise may mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior upon with respect to the second anniversary continuing operation of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this AgreementProperty.

Mutual Covenants. Buyer From the date hereof until the earlier of the Effective Date and Seller agree that: (a) Subject to the terms Termination Date, each of Fund, AGII, ▇▇▇▇▇▇ and conditions of this Agreement, Buyer and Seller Benachee will use commercially its reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder and to take, or cause to be taken, all actions other action and to do, or cause to be done, all other things necessary necessary, proper or desirable advisable under applicable Applicable Laws to consummate complete the transactions contemplated Arrangement, including using reasonable commercial efforts: (a) to obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases and other contracts; (b) to obtain all necessary consents, approvals and authorizations as are required to be obtained by it under Applicable Law; (c) to effect all necessary registrations and filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement and the CCAA Approval Order; (d) to prepare and deliver all documents and take all actions required to implement the Arrangement at the Effective Time; (e) to effect all necessary registrations and filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, and each of the Fund, ▇▇▇▇▇▇ and Benachee will use its reasonable commercial efforts to cooperate with the other in connection with the performance by the other of their obligations under this AgreementSection 3.4; (f) to cooperate with the Other Party and its advisors in structuring the Arrangement in an effective manner, and, in respect of Benachee and ▇▇▇▇▇▇, assist the Other Party and its advisors in making such investigations and inquiries with respect to Benachee in that regard, as the Other Party and its advisors shall consider necessary, acting reasonably, provided that such Party shall not be obligated to consent or agree to any structuring that, in its opinion, acting reasonably: (i) would prejudice its securityholders, in the case of the Fund, or its creditors, in the case of Benachee and ▇▇▇▇▇▇; (ii) would prevent, delay or have an adverse effect on the Arrangement; or (iii) would have an adverse effect on the benefits to be received under the Arrangement by such party or its securityholders, in the case of the Fund, or its creditors, in the case of Benachee and ▇▇▇▇▇▇; and (g) to obtain and maintain the approvals which must be obtained from Governmental Entities, if any, including making as promptly as practicable all filings and submissions that are required or are otherwise advisable in order to obtain such approvals and will reasonably cooperate with each other in the preparation of such filings and submissions and the provision of any supplemental information that may be requested or required by Governmental Entities including: (i) providing each other with drafts of documentation for review and reasonable comment prior to submission with Governmental Entities; and (ii) keeping each other informed as to developments regarding the obtaining of such regulatory approvals. and each of Fund, AGII, ▇▇▇▇▇▇, and Benachee will use its reasonable commercial efforts to cooperate with the other in connection with the performance by the other of their obligations under this Section 3.4 including, without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees continuing to cause the Transferred Subsidiaries provide reasonable access to execute, notarize and deliver such other documents, certificates, agreements and other writings information and to take such other actions maintain ongoing communications as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection between officers of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, AGII and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities▇▇▇▇▇▇ and Benachee. (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in each case in connection with the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer of such support. (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreement.

Mutual Covenants. Buyer Following the execution of this Agreement and Seller agree thatuntil the Closing Date: (a) Subject to the terms The Company and conditions of this Agreement, Buyer Purchaser shall cooperate with each other and Seller will use their commercially reasonable efforts to takeprocure all necessary and appropriate consents and approvals, or cause to be takencomplete and file all necessary and appropriate applications, notifications, filings and certifications, satisfy all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws to consummate the transactions contemplated requirements prescribed by this Agreement, including, without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunderlaw for, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate nationalconditions set forth in this Agreement to, state, local or municipal governmental authorities. (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in each case in connection with the consummation of the transactions contemplated hereby (without conditions adverse to any of the Purchaser, the Company or any of its Subsidiaries, BSL, CMC, the BSL Partnerships and the Surviving Entity). (b) At least 5 days prior to the Closing Date, the Independent Accountants shall review and comment upon a schedule which will be prepared by BSL allocating the Merger Consideration and the Related Assets Consideration among the BSL Assets and the Related Assets, which schedule when completed will be attached to this Agreement, Agreement as Schedule 12. The Independent Accountants' fees and (ii) in taking such actions or making any such filings, furnishing information required expenses in connection therewith and seeking timely with preparing such allocation schedule will be paid by the Company pursuant to obtain any such actions, consents, approvals or waiversSection 12.7 hereof. (c) Buyer The Company and Seller Purchaser shall enter into a Transition Services Agreementdeliver such other instruments of title, attached hereto as Exhibit Bcertificates, which Transition Services Agreement willconsents, among endorsements, assignments, assumptions and other thingsdocuments or instruments, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant in form reasonably acceptable to the party requesting the same and its counsel, as may be reasonably necessary to carry out and/or to comply with the terms and conditions contained therein. The Transition Services of this Agreement shall also address identified IT support for the periods specified therein and the cost to Buyer of such support.transactions contemplated herein; (d) Unless The Company and Purchaser shall confer with each other on a regular basis, report on material operational matters and promptly advise the parties otherwise mutually agree other orally and in writingwriting of any change or event having, Seller agrees that it or which, insofar as can reasonably be foreseen would have, a material adverse effect on such party or on BSL, CMC, a BSL Partnership or the Surviving Entity, or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein; (e) The Company and Purchaser shall promptly provide each other (or its counsel) with copies of all filings made by such party with any state or federal governmental entity in connection with this Agreement or the transactions contemplated hereby. (f) Each of the Company, BSL and Purchaser will not, and will not permit use its Affiliates to, commercially reasonable efforts to obtain prior to the second anniversary Closing Date all permits, consents, approvals, authorizations, licenses and other orders (and make such filings with any third party or Governmental Authority) (the "Third Party Consents") that each such party is required to obtain (or make) in order to permit (without conditions adverse to any of them or to CMC, any BSL Partnership or the Surviving Entity) the consummation of the Closing DateMerger and other transactions contemplated by this Agreement (including, but not limited to, such licensure and certification approval in any mannereach of the states in which the Facilities are located as may be necessary to enable Purchaser to consummate the Merger) and the consent of lenders, directly or indirectly or by assisting others, lessors and other third parties (a) hire or attempt without conditions adverse to hire, on any of their behalves them or on behalf of any other Personto CMC, any employee BSL Partnership or the Surviving Entity) to the extent required under any loan documents, lease agreements, management agreements, partnership agreements or other instruments or documents to which the Company or its Subsidiaries (with respect to the BSL Senior Living Business), BSL, CMC or any BSL Partnership is a party. Each of the Company, BSL and Purchaser shall reasonably cooperate with each other (not including incurring any Transferred Subsidiarysubstantial additional liabilities or obligations, or (bother than costs and expenses which another party has agreed to reimburse) otherwise encourage any employee of in connection with a Transferred Subsidiary party's efforts to leave the employ of Buyerobtain Third Party Consents which it is required to obtain; provided, however, nothing in this Section 5.3(d) herein shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer be construed as requiring Purchaser or any of its Affiliates are permitted member thereof to continue provide a guaranty or other security in order to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreementobtain said Third Party Consents.

Mutual Covenants. Buyer 5.4.1. Reasonable Best Efforts; Consents and Seller agree that:Approvals. ----------------------------------------------- (ai) Subject to the terms The Company, Parent and conditions of this Agreement, Buyer and Seller will Purchaser shall each use commercially their reasonable best efforts to (A) take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary or desirable and proper under applicable Laws law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (B) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or Parent or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including the Offer and the Merger, and (C) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, includingthe Offer and the Merger required under (1) the Securities Act and the Exchange Act, without limitationand any other applicable federal or state securities laws, diligently pursuing (2) the registration Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the transfer of the Equity Interests "▇▇▇ ▇▇▇"), ▇▇▇ ▇ny related governmental request thereunder and (3) any other applicable law. The Company, Parent and Purchaser shall cooperate with each other in connection with the appropriate nationalmaking of all such filings, stateincluding providing copies of all such documents to the non-filing party and its advisors prior to filing and, local if requested, to accept all reasonable additions, deletions or municipal governmental authoritieschanges suggested in connection therewith. Buyer agrees The Company, Parent and Purchaser shall each use its reasonable best efforts to cause furnish to each other all information required for any application or other filing to be made pursuant to the Transferred Subsidiaries rules and regulations of any applicable law (including all information required to execute, notarize be included in the Offer Documents and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable the Proxy Statement) in order to consummate or implement expeditiously connection with the transactions contemplated by this Agreement. Notwithstanding The Company, Parent and Purchaser shall each use its reasonable best efforts to oppose, contest, resolve, appeal, defend against or lift, as applicable, any action, injunction, proceeding, decree, statute, legislation, rule, regulation or other order (whether temporary, preliminary or permanent) ("Order") of any Governmental Entity if this Agreement provides that, as a result thereof, a party would not be obligated to perform any of its obligations with respect to the foregoingOffer, no delay, postponement, the Merger or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer any other transaction contemplated by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authoritiesthis Agreement. (bii) Seller The Company and Buyer Parent agree, and shall cause each of their respective subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required for Closing (including through compliance with one another (i) in determining whether the HSR Act and any action by or in respect ofapplicable foreign government reporting requirements), or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers are required to be obtained from parties respond to any material contractsgovernment requests for information, in each case in connection with and to contest and resist any Order or other action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and (ii) in taking such judicial appeal and all available legislative action. The Company and Parent also agree to take any and all of the following actions or making any such filings, furnishing information required in connection therewith and seeking timely to the extent necessary to obtain the approval of any such actions, consents, approvals or waivers. (c) Buyer and Seller shall enter Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the Merger: entering into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” negotiations; providing information; substantially complying with any second request for one hundred twenty (120) days following Closing information pursuant to the terms HSR Act; making proposals; entering into and conditions contained therein. The Transition Services Agreement shall also address identified IT support for performing agreements or submitting to judicial or administrative orders; selling or otherwise disposing of, or holding separate (through the periods specified therein and the cost to Buyer establishment of such support. (da trust or otherwise) Unless the parties otherwise mutually agree in writingparticular assets or categories of assets, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary or businesses of the Closing DateCompany, in any manner, directly Parent or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves affiliates; and withdrawing from doing business in a particular jurisdiction. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other Personfederal, state or foreign antitrust or fair trade law. Parent shall be entitled to direct any employee proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. (iii) Each of the Company and Parent shall give (or shall cause their respective subsidiaries to give) any Transferred Subsidiarynotices to third parties, and use, and cause their respective subsidiaries to use, their reasonable best efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, or (bB) otherwise encourage any employee of a Transferred Subsidiary required to leave prevent an Aggregate MAE from occurring prior to or after the employ of Buyer; provided, however, nothing Effective Time. (iv) Notwithstanding anything to the contrary in this Section 5.3(d5.4.1, (A) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless neither the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on Company nor Parent nor any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in respective subsidiaries shall be required by this Section 5.3(d5.4.1 to take any action that, individually or in the aggregate, would reasonably be expected to have an Aggregate MAE and (B) the Company, Parent and their respective subsidiaries shall prohibit or prevent the parties or their Affiliates from soliciting or attempting be required by this Section 5.4.1 to solicit on take any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g.actions, general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party including selling, closing or otherwise intended disposing of stores, so long as such actions, individually or in the aggregate, would not reasonably be expected to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreementan Aggregate MAE.

Mutual Covenants. Buyer Each of the Parties covenants and Seller agree agrees that: (a) Subject , subject to the terms and conditions of this Agreement, Buyer until the earlier of the Effective Time and Seller the time that this Agreement is terminated in accordance with its terms: (a) it will give prompt notice to the others of: (i) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the earlier of the Effective Date and the termination of this Agreement; and (ii) any failure of such Party, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) it will use commercially reasonable efforts to takeexecute and do all acts, or cause to be takenfurther deeds, all actions things and to do, or cause to be done, all things necessary or desirable under applicable Laws to consummate the transactions contemplated by this Agreement, including, without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions assurances as may be necessary or desirable required in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection reasonable opinion of the registration other Parties' legal counsel to permit the completion of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in each case in connection with the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.Acquisition; (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use all information regarding the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant business of the Company that the Company provides to the terms and conditions contained therein. The Transition Services Agreement Parent or the Parent Material Subsidiaries during their mutual due diligence investigation of the Company shall also address identified IT support for be kept in strict confidence by each of the periods specified therein Parent and the cost Parent WSLegal\073132\00009\12677454v12 Material Subsidiaries and shall not be used (except in connection with due diligence), dealt with, exploited or commercialized by the Parent and the Parent Material Subsidiaries or disclosed to Buyer any third party (other than their respective professional accounting and legal advisors or to the public to the extent required under applicable securities laws) without the prior written consent of the Company. Likewise, all information regarding the business of the Parent and the Parent Material Subsidiaries shall be kept in strict confidence by the Company and shall not be used (except in connection with due diligence), dealt with, exploited or commercialized by the Company or disclosed to any third party (other than the Company's professional accounting and legal advisors or to the public to the extent required under applicable Laws) without the prior written consent of the Parent and the Parent Material Subsidiaries, as applicable. If the Acquisition does not proceed for any reason, then upon receipt of a written request from any party, the other parties shall immediately return to the requesting party (or as directed by such support.party) any information received regarding such party's business; and (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will notobtain all required approvals and consents to complete the transactions contemplated in this Agreement, including without limitation: (A) the approval by the board of directors and will not permit its Affiliates to, prior to the second anniversary of stockholders; and (B) the Closing Date, in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves or on behalf approval of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave third parties from whom the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this AgreementParties must obtain consent.

Mutual Covenants. Buyer and Seller agree that: (a) Subject From time to time after the terms execution hereof, at the request of the other parties hereto and conditions without further consideration, each party hereto shall execute and deliver such other and further instruments, and take such other action as the other party may reasonably request for the more effective consummation of this Agreement, Buyer and Seller will the transactions contemplated hereby. Each party shall use commercially reasonable best efforts to take, or cause the conditions to be taken, all actions its and to do, or cause to be done, all things necessary or desirable under applicable Laws the other parties' obligation to consummate the transactions contemplated by this Agreement, including, without limitation, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. Buyer agrees Agreement to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authoritiesfulfilled. (b) Seller and Buyer None of the parties hereto shall cooperate make, or permit any of their Affiliates or their respective directors, officers, employees, agents, advisors, or representatives to make, any press release, public announcement or other public disclosure with one another respect to the existence of this Agreement or the Transaction Documents or the transactions contemplated hereby or thereby without the prior written consent of the other parties hereto, except (i) in determining whether any action as permitted under that certain letter agreement by or in respect ofand between GE and M.A. Hann▇ ▇▇▇ed as of September 29, 1999 relating to confidentiality (the "Confidentiality Agreement"), or filing with(ii) as otherwise previously agreed in writing. In any event, prior to any such disclosure, the parties shall use reasonable best efforts to timely submit the text of any proposed announcement or disclosure to the other parties for comments and, if such comments are timely made, to consider them in good faith. (c) If any consent, waiver or approval necessary to the transfer of any of the Assets, or otherwise required to put Buyers in full beneficial ownership and control of the Business, cannot be obtained, or if the parties hereafter agree in writing that it is not in their best interests to obtain for the time being any such consent, waiver or approval, the relevant Buyer and the relevant Seller shall, at such Buyer's option, on or before the Closing Date, enter into such other agreements or arrangements as will put such Buyer in substantially the same position (economic and other) as if such approval or other consent had been obtained and such transfer and assignment effected on the Closing Date. The provisions of the foregoing sentence shall not apply to the consent of any Governmental Entity is required or any actions, consents, approvals or waivers are Authority required to be obtained from parties to any material contracts, in each case in connection with the consummation transactions contemplated hereby. Buyers shall cooperate with Sellers to have Sellers released from all liability to third parties with respect to the Assumed Liabilities including, where necessary, entering into reasonable instruments of assumption. (d) The parties hereby agree to carry out the provisions of Exhibit L attached hereto, regarding the employees of the transactions contemplated by Business and related benefits (the "Employee Matters Exhibit"). (e) It is understood and agreed that, pursuant to this Agreement, Sellers shall transfer to Buyers (i) all business records of the Stock Companies, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant all business records of Sellers that are reasonably necessary to the terms conduct of the Business being acquired hereunder by Buyers following the Closing. From and conditions contained therein. The Transition Services Agreement shall also address identified IT support for after the periods specified therein and the cost to Buyer Closing, each of such support. (d) Unless the parties otherwise mutually agree in writinghereto shall make available to the other parties and their officers, Seller agrees that it will notemployees, and will not permit its Affiliates toother agents, prior including A. Hann▇, ▇▇llers and Buyers shall (x) preserve and retain all books and records relating to the second anniversary of Business being acquired for at least six (6) years after the Closing Date, in provided that any manner, directly or indirectly or by assisting othersbooks and records relating to the Tax matters of the Cadillac Companies for any taxable period beginning before the Closing Date shall be retained until the expiration of the statute of limitations and any extensions thereof of the respective taxable periods, (ay) hire abide by all record retention agreements entered into with any Governmental Authority, and (z) notify the other party no less than ten (10) Business Days prior to destroying or attempt to hire, on discarding any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or such books and records. (bf) otherwise encourage any employee of a Transferred Subsidiary to leave Following the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writingClosing, the parties agree that they shall cooperate to effect the removal and transfer to Buyers of any Asset which is located at a location owned or controlled by Sellers or M. A. Hann▇ ▇▇▇er the Closing. The Norcross Server will notbe transferred during the IT Transition Period (as defined in the Transition Agreement) at such time as its transfer will cause the least possible disruption to the respective businesses of the parties. Buyers shall arrange and pay for removal of such Assets, and they will shall be responsible to M.A. Hann▇ ▇▇▇ Sellers for any damage caused by the negligence of workmen during such removal; provided that Buyers shall not permit their Affiliates to, be responsible for restoring any damage or defect resulting from the original installation or use subsequent to the installation but prior to removal of such Asset. M.A. Hann▇ ▇▇▇ Sellers shall disconnect any such Assets and prepare them to be crated and removed by Buyers. (g) Notwithstanding provisions to the second anniversary contrary contained herein, the parties have agreed that GE shall assume certain debt outstanding on the Closing Date relating to the operations of the Closing DateCadco JV in China. Prior to the Closing, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit shall establish mutually-acceptable procedures by which GEP shall assume such debt and the Purchase Price shall be adjusted on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the nondollar-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreementfor-dollar basis.

Mutual Covenants. Buyer Each of the Parties covenants and Seller agree agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: (a) Subject to the terms it shall, and conditions of this Agreementshall cause its subsidiaries to, Buyer and Seller will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all actions other action and to do, or cause to be done, all other things necessary necessary, proper or desirable advisable under all applicable Laws to consummate complete the transactions contemplated Plan of Arrangement, including using its commercially reasonable efforts to: (i) obtain all Key Regulatory Approvals required to be obtained by this Agreementit; (ii) effect all necessary registrations, including, without limitation, diligently pursuing the registration filings and submissions of the transfer of the Equity Interests information requested by Governmental Entities required to be effected by it in connection with the appropriate nationalPlan of Arrangement; (iii) oppose, state, local lift or municipal governmental authorities. Buyer agrees rescind any injunction or restraining order against it or other order or action against it seeking to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Notwithstanding the foregoing, no delay, postponementstop, or rejection otherwise adversely affecting its ability to make and complete, the Plan of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests Arrangement; and (iv) co-operate with the appropriate national, state, local or municipal governmental authorities.other Party in connection with the performance by it and its subsidiaries of their obligations hereunder; (b) Seller it shall not, subject to the terms and Buyer shall cooperate with one another (i) in determining whether conditions of this Agreement, knowingly take or cause to be taken any action by which would reasonably be expected to prevent or in respect of, or filing with, any Governmental Entity is required or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in each case in connection with materially delay the consummation of the transactions contemplated by this Agreement, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.hereby; and (c) Buyer it shall not take any action or permit any action to be taken that is inconsistent with this Agreement or which would reasonably be expected to significantly impede the making or completion of the Plan of Arrangement except as permitted by this Agreement. If Acquiror is required pursuant to applicable Securities Laws or the requirements of any stock exchange on which its securities are listed or quoted to obtain Acquiror Shareholder approval of the Arrangement, Acquiror will use its best efforts to obtain voting agreements, on substantially similar terms to the Voting Agreements, with Acquiror’s directors and Seller shall enter into a Transition Services Agreementsenior officers pursuant to which, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant subject to the terms and conditions contained therein. The Transition Services Agreement shall also address identified IT support for the periods specified therein and the cost thereof, they each agree to Buyer of such support. (d) Unless the parties otherwise mutually agree vote in writing, Seller agrees that it will not, and will not permit its Affiliates to, prior to the second anniversary favour of the Closing Date, in any manner, directly or indirectly or by assisting others, (a) hire or attempt to hire, on any of their behalves or on behalf of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of Arrangement and which shall be entered into promptly following a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree determination that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer or any of its Affiliates are permitted to continue to employ the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreementapproval is required.

Mutual Covenants. Buyer and Seller agree that: (a) Subject to Following the terms and conditions execution of this Agreement, Buyer Landlord and Seller will use commercially reasonable efforts Tenant agree: SECTION 4.1. If any event should occur, either within or without the knowledge or control of any party, which would prevent fulfillment of the conditions to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws the obligations of any party hereto to consummate the transactions contemplated by this Agreement, includingto use his, without limitationits or their reasonable efforts to cure the same as expeditiously as possible; SECTION 4.2. To cooperate fully with each other in preparing, diligently pursuing the registration of the transfer of the Equity Interests with the appropriate nationalfling, stateprosecuting, local or municipal governmental authorities. Buyer agrees to cause the Transferred Subsidiaries to execute, notarize and deliver such other documents, certificates, agreements and other writings and to take such taking any other actions as which are or may be reasonable and necessary to obtain the consent of any governmental instrumentality or desirable in order any third party, to consummate or implement expeditiously accomplish the transactions contemplated by this Agreement; SECTION 4.3. Notwithstanding the foregoingTo deliver such other instruments of title, no delay, postponement, or rejection of the registration of the transfer of the Equity Interests from Seller to Buyer by any national, state, local or municipal governmental authority shall be deemed to delay the Closing hereunder, and the parties shall take all reasonably necessary actions to effect such registration of the transfer of the Equity Interests with the appropriate national, state, local or municipal governmental authorities. (b) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or any actionscertificates, consents, approvals endorsements, assignments, assumptions and other documents or waivers are required to be obtained from parties to any material contractsinstruments, in each case form reasonably acceptable to the party requesting the same and his/its counsel, as may be reasonably necessary to carry out and/or to comply with the terms of this Agreement and the transactions contemplated herein; SECTION 4.4. To confer on a regular basis with the other, report on material operational matters and promptly advise the other orally and in writing of any change or event having, or which, insofar as can reasonably be foreseen could have, a material adverse effect on such party or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein; SECTION 4.5. To promptly provide the other (or his/its counsel) with copies of all other filings made by such party with any state or federal governmental entity in connection with this Agreement or the transactions contemplated hereby; SECTION 4.6. Each of Tenant and Landlord will use his/its best efforts to obtain prior to the Commencement Date all consents, approvals and licenses necessary to permit the consummation of the transactions contemplated by this Agreement, including, but not limited to, such licensure and (ii) in taking such actions certification approval as may be necessary to enable Tenant to lawfully own and/or operate the Facility from and after the Commencement Date and the consent of his/its lenders, lessors and other third parties to the extent required under any loan documents, lease agreements, management agreements or making any such filings, furnishing information required in connection therewith and seeking timely other instruments to obtain any such actions, consents, approvals or waiverswhich it is a party. (c) Buyer and Seller shall enter into a Transition Services Agreement, attached hereto as Exhibit B, which Transition Services Agreement will, among other things, grant to Buyer a license to use the name, trademarks and domain names related to “WFI” or Wireless Facilities” for one hundred twenty (120) days following Closing pursuant to the terms and conditions contained thereinSECTION 4.7. The Transition Services Agreement parties shall also address identified IT support for the periods specified therein and the cost to Buyer of such support. (d) Unless the parties otherwise mutually agree in writing, Seller agrees that it will not, and will not permit its Affiliates to, consult with each other prior to the second anniversary of the Closing Date, in any manner, directly or indirectly or issuance by assisting others, (a) hire or attempt to hire, on any of their behalves or on behalf either party of any other Person, any employee of any Transferred Subsidiary, or (b) otherwise encourage any employee of a Transferred Subsidiary to leave the employ of Buyer; provided, however, nothing in this Section 5.3(d) shall prohibit or prevent Seller or its Affiliates from hiring or attempting to hire any employee of a Transferred Subsidiary whose employment with a Transferred Subsidiary has been terminated and who has not been employed by any Transferred Subsidiary for a period of six (6) or more months. Unless the parties otherwise mutually agree in writing, the parties agree that they will not, and they will not permit their Affiliates to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly, or by assisting others, solicit or attempt to solicit on any of their behalves or on behalf of any other Person any employee of the other party or its Affiliates, except that Buyer press release or any of its Affiliates are permitted written statement with respect to continue to employ this Agreement or the employees of the Transferred Subsidiaries following the Closing and that nothing in this Section 5.3(d) shall prohibit or prevent the parties or their Affiliates from soliciting or attempting to solicit on any of their behalves or on behalf of another Person any employee of the other party or its Affiliates where the individual’s employment with the other party or its Affiliates has been terminated and such individual has not been employed by the other party or its Affiliates for a period of six (6) or more months. The foregoing provisions will not apply to general solicitations of potential employees (e.g., general newspaper advertisements or website job postings) that are not specifically targeted to the employees of the other party or otherwise intended to circumvent the provisions of this Section 5.3(d). The parties hereby agree that any remedy at law for any breach of the provisions contained in this Section 5.3(d) may be inadequate and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedy such party might have under this Agreementtransactions contemplated hereby.