Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each (i) The Stockholder shall not, nor shall it authorize or permit any of his, her or its Representatives to, directly or indirectly, except in connection with any action of the Transferor Parties agrees that between Company or any of its Representatives expressly permitted by Section 6.2 of the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Merger Agreement, none (A) initiate, solicit, knowingly encourage, induce or assist any inquiries or the making, submission, announcement or consummation of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide or furnish any information or data relating to the Company or any of its Subsidiaries (other than to notify a Person of the Transferor Parties nor provisions of Section 6.2 of the Merger Agreement), or afford access to the business, properties, assets, books, records or personnel of the Company or any of its Subsidiaries to any Person (other than Parent, Acquisition Sub, or any of their respective Affiliates, officersdesignees or Representatives) that could reasonably be expected to initiate, managers, members, representatives or agents will (i) solicit, initiateencourage, considerinduce or assist the making, encourage submission or accept commencement of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (C) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal (other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion than a confidentiality agreement contemplated by Section 6.2 of the Transferor Interests or any Transferred Assets Merger Agreement) or (BD) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, knowingly facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement make an Acquisition Proposal. (ii) The Stockholder shall, and the earlier of (a) the Closing and (b) the termination of this Agreementshall cause its Representatives to, each of the Transferor Parties immediately shall cease and cause to be terminated any and all existing discussions, conversations, discussions or negotiations and other communications with any Persons Person conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offerthat constitutes, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice reasonably expected to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not lead to, without any Acquisition Proposal and request the prior written consent prompt return or destruction of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyall confidential information previously furnished.

No Solicitation or Negotiation. Each of the Transferor Parties The Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Seller, the Companies, the Subsidiaries, the Group Companies or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests share capital of the Companies, the Subsidiaries, the Group Companies or any Transferred the Assets (other than inventory to be sold in the ordinary course of business consistent with past practice) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Companies, the Subsidiaries or the Group Companies or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Seller agrees not to, and to cause the date of this Agreement Companies, the Subsidiaries and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Group Companies not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Seller, the Companies, the Subsidiaries or the Group Companies is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Sellers, the Company, the Subsidiaries or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Subsidiary or the Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Such Seller shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Each Seller agrees not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller, the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties The Company agrees that except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries, nor any of its or their respective directors, officers or employees, shall, and that it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors and representatives not to (such investment bankers, attorneys, accountants and other advisors and representatives, collectively, “Representatives”), directly or indirectly: (i) initiate, solicit or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, or that could reasonably be expected to lead to, any Acquisition Proposal; (iii) facilitate knowingly any effort or attempt to make an Acquisition Proposal; (iv) grant any waiver, amendment or release under any standstill agreement, or otherwise fail to enforce any standstill agreement (other than in each case, the right to waive or fail to enforce any prohibition on requests for amendments to any standstill agreement (or other similar “don’t ask, don’t waive” provisions) with any Person who, or any of whose Affiliates, did not submit an Acquisition Proposal between April 1, 2014 and the date of this Agreement and Agreement); provided, however, that the earlier Company shall not be prohibited from taking (or, in the case of (aenforcement, shall not be required to take) any such action if the Closing and (b) the termination board of this Agreement, none directors of the Transferor Parties nor any Company shall have determined in good faith, after consultation with outside legal counsel, that failing to take such action (or in the case of their respective Affiliatesenforcement, officers, managers, members, representatives taking such action) would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; (v) execute or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any mergerletter of intent, consolidationagreement in principle, business combinationterm sheet, recapitalizationmemorandum of understanding, reorganization merger agreement, acquisition agreement or other extraordinary business transaction involving or otherwise similar agreement relating to the Business an Acquisition Proposal (other than an Acceptable Confidentiality Agreement) (an “Alternative Acquisition Agreement”); or (vi) resolve or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek agree to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties The Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Seller, the Company, the Subsidiaries or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Subsidiary or the Business or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Seller agrees not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Seller, the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of The Company, the Transferor Parties agrees Sellers and the Founders agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Company, the Subsidiaries, the Founders, the Sellers or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company, any Subsidiary or any Transferred Seller or of the Assets or (other than inventory to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidationconsolidation or other business combination with the Company, business combinationany Subsidiary, any Seller or the Business or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company, any Subsidiary or any Seller or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to to, do any of the foregoing. Between The Company, the date of this Agreement Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Founders immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between The Company, the date of this Agreement and Sellers or the earlier of (a) Founders, as the Closing and (b) the termination of this Agreementcase may be, each of the Transferor Parties shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Company, the date of this Agreement Sellers and the earlier of (a) Founders agree not to, and to cause the Closing Company, and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary and each Seller not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company, any Subsidiary or any Seller is a party.

No Solicitation or Negotiation. Each of (1) Except with respect to a Nova II Go Shop Bidder, from and after the Transferor Parties agrees that between Go Shop Period End Time, Nova II shall, and shall cause the date of this Agreement Nova II Subsidiaries and the earlier of (a) the Closing its and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersAffiliates and Representatives, membersand shall direct each of its and the Nova II Subsidiaries’ other Representatives (to the extent acting on behalf of Nova II) to, representatives immediately cease and cause to be terminated any discussions or agents will negotiations with any person conducted theretofore with respect to any Nova II Acquisition Proposal. Except with respect to a Nova II Go Shop Bidder, from and after the Go Shop Period End Time, Nova II shall not, and shall cause the Nova II Subsidiaries and its and their respective directors, officers and Affiliates, and shall direct each of its and the Nova II Subsidiaries’ other Representatives (ito the extent acting on behalf of Nova II) not to, directly or indirectly, (I) solicit, initiate, consider, knowingly encourage or accept facilitate any other inquiries, proposals or offers from for, or engage in any Person (A) negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any acquisition inquiry, proposal, offer or purchase of all other action that constitutes, or any portion of the Transferor Interests or any Transferred Assets or could reasonably be expected to lead to, a Nova II Acquisition Proposal, (BII) to enter into any mergeror engage in, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regardingregarding or otherwise in furtherance of, or furnish to any other Person person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova II Acquisition Proposal, (III) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova II or any of the Nova II Subsidiaries, or (IV) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, arrangement, understanding, contract or agreement in principle (whether binding or not) with respect to, contemplating or otherwise cooperate relating to a Nova II Acquisition Proposal; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Nova II shall be permitted to waive or to not enforce any wayprovision of any confidentiality, assist “standstill” or participate insimilar obligation to permit a person to make a confidential Nova II Acquisition Proposal directly to the Nova II Board Special Committee if the Nova II Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors that any such failure to waive or to not enforce would be inconsistent with or otherwise result in a breach of the Nova II directors’ duties under applicable Law. Upon the Go Shop Period End Time, facilitate Nova II shall, and shall cause the Nova II Subsidiaries and their respective directors, officers, Affiliates and Representatives to: (1) withdraw and terminate access that was granted to any person (other than any Nova II Go Shop Bidder and the Other Parties and their respective Representatives) to any “data room” (virtual or encourage physical) that was established with respect to or in connection with any effort Nova II Acquisition Proposal or attempt by potential Nova II Acquisition Proposal and (2) exercise and use commercially reasonable efforts to enforce any contractual rights available to Nova II to cause each person (other Person than any Nova II Go Shop Bidder and the Other Parties and their respective Representatives) who received non-public or confidential information of Nova II or any Nova II Subsidiary to seek promptly return to do Nova II or destroy such information. For the avoidance of doubt, after the Go Shop Period End Time and until the receipt of the Nova II Requisite Vote, Nova II, the Nova II Subsidiaries and their respective Representatives may continue to take any of the foregoing. Between the date of this Agreement and the earlier of (aactions described in Section 6.02(a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any proposals or offers regarding any Nova II Acquisition Proposal submitted by a Nova II Go Shop Bidder on or before the Go Shop Period End Time or with respect to any amended or modified proposal or offer with respect to any such Nova II Acquisition Proposal submitted by a Nova II Go Shop Bidder after the Go Shop Period End Time if the Nova II Board Special Committee has determined in good faith after consultation with outside legal counsel that such Nova II Acquisition Proposal (as may be amended or modified) is or is reasonably likely to lead to a Nova II Superior Proposal; provided that a Nova II Go Shop Bidder shall cease to be a Nova II Go Shop Bidder if the negotiations between Nova II and such Nova II Go Shop Bidder with respect to the Nova II Acquisition Proposal that resulted in such Nova II Go Shop Bidder becoming a Nova II Go Shop Bidder shall have been terminated. (2) Notwithstanding anything in this Agreement to the contrary, at any time after the Go Shop Period End Time and prior to the time, but not after, the Nova II Requisite Vote is obtained, Nova II and its Representatives may (A) provide information in response to a request therefor by a person or persons who has made a written Nova II Acquisition Proposal that did not result from a breach of Section 6.02(b)(1) (provided that Nova II (x) receives from the person or persons so requesting such information an executed confidentiality agreement (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova II at least as favorable to Nova II as the provisions of the Confidentiality Agreement), and (y) as contemplated below, Nova II discloses to the Other Parties (and provides copies to the Other Parties of) such written Nova II Acquisition Proposal and concurrently furnishes, makes available or provides access to any nonpublic information provided to such person or persons to the extent not previously so provided to such Other Party), and (B) engage or participate in any discussions or negotiations with any person who has made such a written Nova II Acquisition Proposal, if and only to the extent that, in each such case referred to in clause (A) or (B) above, the Nova II Board Special Committee has either determined that such Nova II Acquisition Proposal constitutes a Nova II Superior Proposal or determined in good faith after consultation with outside legal counsel and outside financial advisors that such Nova II Acquisition Proposal could reasonably be expected to lead to a Nova II Superior Proposal. Without limiting the foregoing. Between , it is understood that any violation of the date foregoing restrictions by the Representatives or Affiliates of Nova II or any Nova II Subsidiary shall be deemed to be a breach of this Agreement Section 6.02 by Nova II. (3) As soon as is reasonably practicable (and in any event no later than twenty-four (24) hours) after the earlier Go Shop Period End Time, Nova II will notify the Other Parties in writing (i) if any Nova II Go Shop Bidders remain at such time, (ii) of (athe identity of such Nova II Go Shop Bidder(s) the Closing and (biii) concerning the termination of this Agreement, each material terms and conditions of the Transferor most recent Nova II Acquisition Proposal received from such Nova II Go Shop Bidder(s) (and shall include with such notice copies of any written Nova II Acquisition Proposal, including any proposed transaction agreement), and thereafter shall promptly (and in any event no later than twenty-four (24) hours after the occurrence of such developments, discussions or negotiations or receipt of materials) (x) keep the Other Parties shall notify Parent promptly if reasonably informed of all material developments, discussions and negotiations concerning any such proposal Nova II Acquisition Proposal and (y) provide the Other Parties with any written supplements or offerwritten additions to any written Nova II Acquisition Proposal, including any revisions to any proposed transaction agreement. Without limiting the foregoing, from and after the Go Shop Period End Time, Nova II will promptly (and in any event no later than twenty-four (24) hours after receipt thereof) notify the Other Parties in writing if (A) any Nova II Acquisition Proposal is received by Nova II, (B) any request for information relating to Nova II or any inquiry Nova II Subsidiary is received by Nova II or other contact any Nova II Subsidiary from any person who informs Nova II or any Nova II Subsidiary that it is considering making or has made a Nova II Acquisition Proposal or (C) any discussions or negotiations are sought to be initiated with Nova II regarding any Person with respect theretoNova II Acquisition Proposal, in each case from a person that is made not a Nova II Go Shop Bidder, and shall, in any such notice to Parentthe Other Parties, indicate in reasonable detail the identity of the Person making such proposalperson making, offer, inquiry or contact and the material terms and conditions of, such Nova II Acquisition Proposal, request or inquiry (and shall include with such notice copies of any written Nova II Acquisition Proposal, including any proposed transaction agreement), and thereafter shall promptly (and in any event no later than twenty-four (24) hours after the occurrence of such proposaldevelopments, offerdiscussions or negotiations or receipt of materials) (x) keep the Other Parties reasonably informed of all material developments, discussions and negotiations concerning any such Nova II Acquisition Proposal, request or inquiry and (y) provide the Other Parties with any written supplements or other contactwritten additions to any written Nova II Acquisition Proposal, including any revisions to any proposed transaction agreement. Between Neither Nova II nor any Nova II Subsidiary will enter into any agreement with any person subsequent to the date of this Agreement and that prohibits Nova II from providing any information to the earlier of (a) the Closing and (b) the termination of Other Parties in accordance with this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partySection 6.02.

No Solicitation or Negotiation. Each of ERC and the Transferor Parties agrees ERC Shareholders agree that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this AgreementAgreement pursuant to Article VIII, none of the Transferor Parties ERC Shareholders, ERC, the LLC or any Subsidiary nor any of their respective Affiliatesaffiliates, officers, managersdirectors, membersinvestment bankers, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of ERC, the LLC or any Transferred Assets Subsidiary or assets of ERC, the LLC or any Subsidiary (Bother than assets to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any mergerbusiness combination with the ERC, consolidationthe LLC, business combination, recapitalization, reorganization or any Subsidiary or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to ERC, the Business LLC or any Subsidiary, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person person to seek to do any of the foregoing. Between the date of this Agreement ERC and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties ERC Shareholders immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement ERC and the earlier of (a) ERC Shareholders agree not to, and to cause the Closing LLC and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the ERC Shareholders, ERC, the LLC or any Subsidiary is a party.

No Solicitation or Negotiation. Each of (a) The Company agrees that, during the Transferor Parties agrees that between period commencing on the date hereof and ending upon the Closing or the earlier termination of this Agreement and (the earlier of (a) the Closing and (b) the termination of this Agreement“No Solicit Period”), none of the Transferor Parties neither it nor any Subsidiary nor any of their respective Affiliatesthe directors, officersofficers or employees of it or any Subsidiary will, managersand that it will cause its and the Subsidiaries’ agents, membersadvisors and other representatives (including, representatives without limitation, any investment banker, attorney or agents will accountant retained by it or any Subsidiary), not to, directly or indirectly, (i) solicit, initiateinitiate or encourage (including by way of furnishing nonpublic information), consider, encourage or accept take any other proposals action to facilitate, any inquiries or offers from the making of any Person proposal or offer (Aincluding, without limitation, any proposal or offer to its stockholders) relating that constitutes, or may reasonably be expected to lead to, any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets Acquisition Transaction (as defined below), or (Bii) enter into or maintain or continue discussions or negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer for an Acquisition Transaction, or (iii) agree to, approve, endorse or recommend any Acquisition Transaction or enter into any mergerletter of intent or contract, consolidation, business combination, recapitalization, reorganization agreement or other extraordinary business transaction involving commitment contemplating or otherwise relating to the Business any Acquisition Transaction, or (iiiv) participate in any discussions, conversations, negotiations and other communications regarding, authorize or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do permit any of the foregoingofficers, directors or employees of the Company or any of the Subsidiaries, or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of the Subsidiaries, to take any such action. Between During the date of this Agreement No Solicit Period, the Company shall notify the Investor as promptly as practicable (and in any event within one (1) day after any Company Representative is aware or knows thereof), orally and in writing (the “Acquisition Notice”), if any proposal or offer, or any inquiry or contact with any Person with respect thereto, regarding an Acquisition Transaction is made, specifying the material terms and conditions thereof and the earlier of (a) the Closing and (b) the termination of this Agreement, each identity of the Transferor Parties Person making such proposal or offer or inquiry or contact (including material amendments or proposed material amendments). The Company immediately shall cease and cause to be terminated all existing discussions, conversations, discussions or negotiations and other communications with any Persons parties conducted heretofore with respect to any of the foregoingan Acquisition Transaction. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party it is a party.

No Solicitation or Negotiation. Each (i) No Stockholder shall, nor shall it authorize or permit any of his or its Representatives to, directly or indirectly, except as expressly permitted by Section 6.2 of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Merger Agreement, none (A) initiate, solicit, knowingly encourage, induce or assist any inquiries or the making, submission, announcement or consummation of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide or furnish any information or data relating to the Company or any of its Subsidiaries (other than to notify a Person of the Transferor Parties nor provisions of Section 6.2 of the Merger Agreement), or afford access to the business, properties, assets, books, records or personnel of the Company or any of its Subsidiaries to any Person (other than Parent, Purchaser, or any of their respective Affiliates, officersdesignees or Representatives) that could reasonably be expected to initiate, managers, members, representatives or agents will (i) solicit, initiateencourage, considerinduce or assist the making, encourage submission or accept commencement of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (C) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal (other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion than a confidentiality agreement contemplated by Section 6.2 of the Transferor Interests or any Transferred Assets Merger Agreement) or (BD) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, knowingly facilitate or encourage any effort or attempt by any other Person to seek to do any of make an Acquisition Proposal. Notwithstanding the foregoing. Between , nothing herein shall limit or affect any actions taken by a Stockholder in compliance with the date of this Agreement Merger Agreement. (ii) Each Stockholder shall, and the earlier of (a) the Closing and (b) the termination of this Agreementshall cause its Representatives to, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, discussions or negotiations and other communications with any Persons Person conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offerthat constitutes, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice reasonably expected to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not lead to, without any Acquisition Proposal and request the prior written consent prompt return or destruction of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyall confidential information previously furnished.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) Unless and until this Agreement is terminated, the Closing Company shall not, and (b) shall use its best efforts to cause its Affiliates, and the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersemployees, membersrepresentatives, representatives or agents will agents, advisors, accountants, shareholders and attorneys of each of them, not to (i) encourage, initiate or solicit, initiatedirectly or indirectly, considerany inquiries or the making of any proposal with respect to, encourage or accept engage in negotiations concerning, or provide any other proposals confidential information or offers from data to any Person (A) with respect to, or have any discussions with any Person relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into to, any merger, acquisition, reorganization, consolidation, business combination, recapitalization, reorganization liquidation, dissolution, sale of all or any significant portion of assets, sale of shares of capital stock (including without limitation by way of tender offer or exchange offer) or similar transactions involving the Company or any Subsidiary other extraordinary business transaction involving than the transactions contemplated hereby (any of the foregoing inquiries or otherwise relating proposals being referred to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect toherein as an "ACQUISITION PROPOSAL"), or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing. Between the date of this Agreement foregoing and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall immediately shall cease and cause to be terminated all any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, (ii) engage in negotiations or discussions concerning, or provide any nonpublic information or assistance to any person in connection with any Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal. Nothing contained in this Section 7.17 shall prevent the Board of Directors of the Company from considering, negotiating, discussing, approving and recommending to the shareholders of the Company a bona fide Acquisition Proposal not solicited in violation of this Section 7.17, provided that the Board of Directors of the -------- Company determines in good faith (after consultation with and based upon the advice of outside counsel) that it is required to do so in order to discharge properly its fiduciary duties to the Company's shareholders; and provided, -------- further, that the Company shall keep Parent informed, on a reasonably current ------- basis, as to the status and details of any such consideration, negotiations or discussions, conversationsincluding but not limited to, prompt delivery to Parent of any written inquiries, proposals, agreements or Acquisition Proposals. (b) The Company shall immediately notify Parent after receipt of any Acquisition Proposal or any modification of or amendment to any Acquisition Proposal, or any request for nonpublic information relating to the Company or any of its Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any Subsidiary by any person or entity that informs the Board of Directors of the Company or such Subsidiary that it is considering making, or has made, an Acquisition Proposal. Such notice to Parent shall be made orally and in writing, shall indicate whether the Company is providing or intends to provide the person making the Acquisition Proposal with access to information concerning the Company as provided in Section 7.17(c) and, if reasonably practicable, shall be made prior to furnishing any such information to, or entering into negotiations or discussions with, such person. (c) If the Board of Directors of the Company receives a request for material nonpublic information by a person who makes, or indicates that it is considering making, a bona fide Acquisition Proposal, and other communications the Board of Directors determines in good faith and upon the advice of outside counsel that is required to cause the Company to act as provided in this Section 7.17(c) in order to discharge properly the directors' fiduciary duties to the Company's shareholders, then, provided that such person has executed a confidentiality -------- agreement containing customary standstill, no solicitation and confidentiality provisions, the Company may provide such person with access to information regarding the Company. (d) The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons persons (other than Parent) conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company agrees not to, without the prior written consent of the Acquiring Parties, to release any Person from, or waive any provision of, third party from the confidentiality provisions of any confidentiality or standstill agreement to which such Transferor Party the Company is a party. (e) The Company shall ensure that the officers, directors and employees of the Company and its Subsidiaries and any investment banker or other advisor or representative retained by the Company are aware of the restrictions described in this Section 7.17. (f) The Company shall not accept any Acquisition Proposal unless, at least five days prior to such acceptance, the Company shall have delivered to Acquisition Sub written notice of such Acquisition Proposal together with a copy of any and all agreements to be entered into in connection with such Acquisition Proposal. 7.18

No Solicitation or Negotiation. Each of (1) Except with respect to a Nova I Go Shop Bidder, from and after the Transferor Parties agrees that between Go Shop Period End Time, Nova I shall, and shall cause the date of this Agreement Nova I Subsidiaries and the earlier of (a) the Closing its and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersAffiliates and Representatives, membersand shall direct each of its and the Nova I Subsidiaries’ other Representatives (to the extent acting on behalf of Nova I) to, representatives immediately cease and cause to be terminated any discussions or agents will negotiations with any person conducted theretofore with respect to any Nova I Acquisition Proposal. Except with respect to a Nova I Go Shop Bidder, from and after the Go Shop Period End Time, Nova I shall not, and shall cause the Nova I Subsidiaries and its and their respective directors, officers and Affiliates, and shall direct each of its and the Nova I Subsidiaries’ other Representatives (ito the extent acting on behalf of Nova I) not to, directly or indirectly, (I) solicit, initiate, consider, knowingly encourage or accept facilitate any other inquiries, proposals or offers from for, or engage in any Person (A) negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any acquisition inquiry, proposal, offer or purchase of all other action that constitutes, or any portion of the Transferor Interests or any Transferred Assets or could reasonably be expected to lead to, a Nova I Acquisition Proposal, (BII) to enter into any mergeror engage in, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regardingregarding or otherwise in furtherance of, or furnish to any other Person person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova I Acquisition Proposal, (III) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova I or any of the Nova I Subsidiaries, or (IV) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, arrangement, understanding, contract or agreement in principle (whether binding or not) with respect to, contemplating or otherwise cooperate relating to a Nova I Acquisition Proposal; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Nova I shall be permitted to waive or to not enforce any wayprovision of any confidentiality, assist “standstill” or participate insimilar obligation to permit a person to make a confidential Nova I Acquisition Proposal directly to the Nova I Board Special Committee if the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel that any such failure to waive or to not enforce would be inconsistent with or otherwise result in a breach of the Nova I directors’ duties under applicable Law. Upon the Go Shop Period End Time, facilitate Nova I shall, and shall cause the Nova I Subsidiaries and their respective directors, officers, Affiliates and Representatives to: (1) withdraw and terminate access that was granted to any person (other than any Nova I Go Shop Bidder and the Other Parties and their respective Representatives) to any “data room” (virtual or encourage physical) that was established with respect to or in connection with any effort Nova I Acquisition Proposal or attempt by potential Nova I Acquisition Proposal and (2) exercise and use commercially reasonable efforts to enforce any contractual rights available to Nova I to cause each person (other Person than any Nova I Go Shop Bidder and the Other Parties and their respective Representatives) who received non-public or confidential information of Nova I or any Nova I Subsidiary to seek promptly return to do Nova I or destroy such information. For the avoidance of doubt, after the Go Shop Period End Time and until the receipt of the Nova I Requisite Vote, Nova I, the Nova I Subsidiaries and their respective Representatives may continue to take any of the foregoing. Between the date of this Agreement and the earlier of (aactions described in Section 6.01(a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any proposals or offers regarding any Nova I Acquisition Proposal submitted by a Nova I Go Shop Bidder on or before the Go Shop Period End Time or with respect to any amended or modified proposal or offer with respect to any such Nova I Acquisition Proposal submitted by a Nova I Go Shop Bidder after the Go Shop Period End Time if the Nova I Board Special Committee has determined in good faith after consultation with outside legal counsel and outside financial advisors that such Nova I Acquisition Proposal (as may be amended or modified) is or is reasonably likely to lead to a Nova I Superior Proposal; provided that a Nova I Go Shop Bidder shall cease to be a Nova I Go Shop Bidder if the negotiations between Nova I and such Nova I Go Shop Bidder with respect to the Nova I Acquisition Proposal that resulted in such Nova I Go Shop Bidder becoming a Nova I Go Shop Bidder shall have been terminated. (2) Notwithstanding anything in this Agreement to the contrary, at any time after the Go Shop Period End Time and prior to the time, but not after, the Nova I Requisite Vote is obtained, Nova I and its Representatives may (A) provide information in response to a request therefor by a person or persons who has made a written Nova I Acquisition Proposal that did not result from a breach of Section 6.01(b)(1) (provided that Nova I (x) receives from the person or persons so requesting such information an executed confidentiality agreement (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova I at least as favorable to Nova I as the provisions of the Confidentiality Agreement), and (y) as contemplated below, Nova I discloses to the Other Parties (and provides copies to the Other Parties of) such written Nova I Acquisition Proposal and concurrently furnishes, makes available or provides access to any nonpublic information provided to such person or persons to the extent not previously so provided to such Other Party), and (B) engage or participate in any discussions or negotiations with any person who has made such a written Nova I Acquisition Proposal, if and only to the extent that, in each such case referred to in clause (A) or (B) above, the Nova I Board Special Committee has either determined that such Nova I Acquisition Proposal constitutes a Nova I Superior Proposal or determined in good faith after consultation with outside legal counsel and outside financial advisors that such Nova I Acquisition Proposal could reasonably be expected to lead to a Nova I Superior Proposal. Without limiting the foregoing. Between , it is understood that any violation of the date foregoing restrictions by the Representatives or Affiliates of Nova I or any Nova I Subsidiary shall be deemed to be a breach of this Agreement Section 6.01 by Nova I. (3) As soon as is reasonably practicable (and in any event no later than twenty-four (24) hours) after the earlier Go Shop Period End Time, Nova I will notify the Other Parties in writing (i) if any Nova I Go Shop Bidders remain at such time, (ii) of (athe identity of such Nova I Go Shop Bidder(s) the Closing and (biii) concerning the termination of this Agreement, each material terms and conditions of the Transferor most recent Nova I Acquisition Proposal received from such Nova I Go Shop Bidder(s) (and shall include with such notice copies of any written Nova I Acquisition Proposal, including any proposed transaction agreement), and thereafter shall promptly (and in any event no later than twenty-four (24) hours after the occurrence of such developments, discussions or negotiations or receipt of materials) (x) keep the Other Parties shall notify Parent promptly if reasonably informed of all material developments, discussions and negotiations concerning any such proposal Nova I Acquisition Proposal and (y) provide the Other Parties with any written supplements or offerwritten additions to any written Nova I Acquisition Proposal, including any revisions to any proposed transaction agreement. Without limiting the foregoing, from and after the Go Shop Period End Time, Nova I will promptly (and in any event no later than twenty-four (24) hours after receipt thereof) notify the Other Parties in writing if (A) any Nova I Acquisition Proposal is received by Nova I, (B) any request for information relating to Nova I or any inquiry Nova I Subsidiary is received by Nova I or other contact any Nova I Subsidiary from any person who informs Nova I or any Nova I Subsidiary that it is considering making or has made a Nova I Acquisition Proposal or (C) any discussions or negotiations are sought to be initiated with Nova I regarding any Person with respect theretoNova I Acquisition Proposal, in each case from a person that is made not a Nova I Go Shop Bidder, and shall, in any such notice to Parentthe Other Parties, indicate in reasonable detail the identity of the Person making such proposalperson making, offer, inquiry or contact and the material terms and conditions of, such Nova I Acquisition Proposal, request or inquiry (and shall include with such notice copies of any written Nova I Acquisition Proposal, including any proposed transaction agreement), and thereafter shall promptly (and in any event no later than twenty-four (24) hours after the occurrence of such proposaldevelopments, offerdiscussions or negotiations or receipt of materials) (x) keep the Other Parties reasonably informed of all material developments, discussions and negotiations concerning any such Nova I Acquisition Proposal, request or inquiry and (y) provide the Other Parties with any written supplements or other contactwritten additions to any written Nova I Acquisition Proposal, including any revisions to any proposed transaction agreement. Between Neither Nova I nor any Nova I Subsidiary will enter into any agreement with any person subsequent to the date of this Agreement and that prohibits Nova I from providing any information to the earlier of (a) the Closing and (b) the termination of Other Parties in accordance with this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partySection 6.01.

No Solicitation or Negotiation. Each At all times during the Pre-Closing Period, the Company and its Subsidiaries shall not, and shall use their reasonable best efforts to cause their respective directors, officers or other employees, controlled affiliates, and any investment banker, attorney or other advisor or representative (collectively, "Representatives") retained by any of them not to (and in any event neither the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties Company nor any of their respective Affiliatesits Subsidiaries shall direct, officersauthorize or permit any of such persons to), managers, members, representatives directly or agents will indirectly: (i) solicit, solicit or initiate, consider, or knowingly encourage or accept any other proposals induce, the making, submission or offers from announcement of, an Acquisition Proposal; (ii) furnish to any Person (A) relating to any acquisition or purchase of all other than Buyer, Offering Subsidiary, or any portion designees of the Transferor Interests Buyer or Offering Subsidiary) any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise non-public information relating to the Business Company or (ii) participate in any discussions, conversations, negotiations and other communications regardingof its Subsidiaries, or furnish afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Person (other Person any information with respect tothan Buyer, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offerOffering Subsidiary, or any inquiry designees of Buyer or Offering Subsidiary), or take any other contact action, in any such case with the intent to assist or facilitate any inquiries or the making of any proposal that constitutes or could lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect theretoto an Acquisition Proposal; (iv) adopt, is made and shallapprove, endorse or recommend an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, agreement in any such notice to Parentprinciple, indicate in reasonable detail the identity of the Person making such proposalmerger, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry acquisition or other contact. Between the date of this Agreement and the earlier of contract or agreement contemplating or otherwise relating to an Acquisition Proposal; or (avi) the Closing and (b) the termination of this Agreementterminate, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, amend or waive any provision of, rights under any confidentiality "standstill" or standstill other similar agreement to which such Transferor Party is a partybetween the Company or any of its Subsidiaries and any Person (other than Buyer).

No Solicitation or Negotiation. Each Seller Companies and Parent shall not, and any of the Transferor Parties agrees that between the date of this Agreement Parent’s and the earlier of Seller Companies’ Affiliates, representatives, officers, employees, directors, managers or agents shall not, directly or indirectly (a) the Closing and (b) the termination of this Agreementsubmit, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or discuss any proposal or offer from any Person or enter into any Contract or accept any other proposals or offers from any Person (A) offer relating to or to consummate any acquisition (i) reorganization, liquidation, dissolution or purchase recapitalization of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or Seller Company; (ii) participate in merger or consolidation involving any discussionsSeller Company; (iii) purchase or sale of any of the assets or Equity Interests, conversationsOptions, negotiations and stock appreciation rights, phantom stock options or other communications regardingsimilar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of any Seller Company (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving any Seller Company or its assets; or (v) acquisition by any Seller Company of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, in or facilitate or encourage in any other manner any effort or attempt by any other Person to do or seek to do any of the foregoing. Between ; provided, however, that nothing herein shall limit or restrict in any way Seller Companies or Parent from communicating with their legal, accounting and other professional advisors or lenders for the date purpose of facilitating the transactions contemplated pursuant to this Agreement and the earlier of (a) the Closing agreements, documents and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease transactions contemplated hereby and cause to be terminated all existing discussions, conversations, negotiations thereby. Seller Companies and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Parent shall notify Parent promptly Purchaser immediately if any such proposal or offer, or Person makes any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and to any Seller Company or Parent or, to Seller Companies’ or Parent’s knowledge, any other Person, for the terms and conditions purpose of such proposal, offer, inquiry effectuating one or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each more of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyforegoing transactions.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of Except as set forth in this Agreement and Section 6.1, until the earlier of (a) the Closing Acceptance Time and (b) the termination of this AgreementAgreement in accordance with the terms hereof (the “Specified Time”), none of neither the Transferor Parties Company nor any of their respective Affiliatesits Subsidiaries shall, and the Company shall direct its directors, officers, managersemployees, membersinvestment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, directly or agents will indirectly: (i) solicit, initiateinitiate or knowingly encourage (including by providing information) any inquiries, consider, encourage or accept any other proposals or offers from with respect to, or the making or completion of, any Person (A) relating proposal or offer that constitutes, or would reasonably be expected to lead to, any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any mergerAcquisition Proposal, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) enter into, continue or otherwise engage or participate in any discussions, conversations, discussions or negotiations and other communications regarding, or furnish to any other Person any non-public information or data relating to the Company or any of its Subsidiaries in connection with, or have any discussions with respect any Person relating to, an actual or proposed Acquisition Proposal, or otherwise cooperate in any way, assist knowingly encourage or participate in, facilitate or encourage any effort or attempt to make or implement an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”). Without limiting the foregoing, prior to the Specified Time, it is understood that any violation of the foregoing restrictions by any other Person to seek to do Subsidiary of the Company or Representatives of the Company or any of the foregoing. Between the date its Subsidiaries shall be deemed to be a breach of this Agreement and Section 6.1 by the earlier of (a) Company. Notwithstanding anything to the Closing and (b) the termination of contrary set forth in this Agreement, each prior to the Specified Time, the Company may, in response to unsolicited and bona fide Acquisition Proposal received after the date hereof that did not result from or arise from a breach (or than any such breach that is unintentional and immaterial in effect) of this Section 6.1 and that the Transferor Parties immediately shall cease Company Board determines (x) in good faith after consultation with outside counsel and cause the Company’s financial advisor that such Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal, and (y) after consultation with its outside counsel that the failure to do so would be terminated all existing discussions, conversations, negotiations and other communications inconsistent with any Persons conducted heretofore its fiduciary duties under applicable Law (A) furnish information with respect to the Company to the Person (and the Representatives of such Person) making such Acquisition Proposal (provided, that such Person has entered into a confidentiality agreement with the Company substantially similar to and no less favorable to the Company than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with such Person and its Representatives regarding any such Acquisition Proposal; provided, however, that the Company shall provide or make available to the Buyer any non-public information concerning the Company or any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, its Subsidiaries that is made and shall, in any such notice provided to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry Acquisition Proposal or contact and its Representatives which was not previously provided or made available to the terms and conditions of Buyer prior to or concurrently with providing such proposal, offer, inquiry or information to such other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyPerson.

No Solicitation or Negotiation. Each of the Transferor Parties Principal Shareholder ------------------------------ agrees that between the date of this Agreement and the earlier of (ai) the Closing Transfer Time under the Purchase Agreement, and (bii) the termination of this Agreement, none of the Transferor Parties Principal Shareholders nor any of their respective Affiliates, officers, managers, members, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person person or entity (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock or any Transferred Assets or a material portion of the assets of the Subsidiary, (B) to enter into any mergerbusiness combination with the Company, consolidation, business combination, recapitalization, reorganization or (C) to enter into any other extraordinary business transaction involving or otherwise relating to the Business Company or the Subsidiary, or (iib) knowingly participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person person or entity any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage encourage, any effort or attempt by any other Person person or entity to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Principal Shareholder agrees to immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons persons or entities conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall Each Principal Shareholder agrees to notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person person or entity with respect thereto, is made and shall, in any such notice to ParentPurchaser, indicate in reasonable detail the identity of the Person person or entity making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Principal Shareholder agrees not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person person or entity from, or waive any provision of, any confidentiality or standstill agreement relating to the Company to which such Transferor Party Principal Shareholder is a party. Pursuant to the terms of any existing confidentiality agreement to which any Principal Shareholder is a party, such Principal Shareholder agrees to cause the return or destruction of any confidential or proprietary information relating to the Company in the possession of any third party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent SFX promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentSFX, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that The NYSE Companies and NASD agree that, between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor NYSE Companies, NASD or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will shall (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement The NYSE Companies and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties NASD immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between The NYSE Companies, on the date of this Agreement one hand, and NASD, on the earlier of (a) the Closing and (b) the termination of this Agreementother hand, each of the Transferor Parties shall notify Parent the other promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentnotice, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement The NYSE Companies and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees NASD agree not to, without the prior written consent of the Acquiring Partiesother party (such consent not to be unreasonably withheld or delayed), release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any NYSE Company or NASD, as applicable, is a partyparty that relates to the Transferred Assets.

No Solicitation or Negotiation. Each Except as expressly permitted by this Section 5.4 (including Section 5.4(c)) and except as may relate to any Excluded Party (for so long as such Person or group of Persons is an Excluded Party) until the Transferor Parties agrees that between Cut-Off Date, the Company and its Subsidiaries and their respective officers and directors shall, and the Company shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ other Representatives to, (i) at 12:00 a.m. on the 31st calendar day after the date of this Agreement (the “No-Shop Period Start Date”) immediately cease and terminate any and all existing activities, discussions or negotiations with any Persons (other than Parent, Merger Sub and their respective Representatives) that may be ongoing with respect to an Acquisition Proposal and (ii) from the No-Shop Period Start Date, (A) to the extent permitted by any applicable confidentiality agreement, demand that any Person (or its Representatives) in possession of confidential information about the Company that was furnished by or on behalf of the Company return or destroy all such information, (B) immediately terminate access to any Person (other than Parent, Merger Sub, Sponsor, the Financing Sources and their respective Representatives) to any data room maintained by the Company with respect to the transactions contemplated by this Agreement, and (C) until the earlier of (a) the Closing and (b) Effective Time or the termination of this AgreementAgreement in accordance with Article VII, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will not (i1) solicit, initiate, considersolicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutes an Acquisition Proposal, encourage or accept any other proposals or offers from any Person (A2) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to engage in, enter into any mergerinto, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regarding, or furnish provide any information or data concerning the Company or its Subsidiaries to any other Person any information with respect relating to, any Acquisition Proposal, or (3) otherwise cooperate in knowingly facilitate any waysuch inquiries, assist proposals, discussions or participate in, facilitate negotiations or encourage any effort or attempt by any other Person to seek make an Acquisition Proposal, or publicly propose to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and Until the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with Article VI or the Closing Date, none of the Transferor Parties nor Company will not, and will not cause the Subsidiary or any of its affiliates or any of its or their respective Affiliates, officers, managers, membersdirectors, representatives or agents will to, directly or indirectly: (ia) solicit, initiate, consider, encourage encourage, facilitate, induce or accept any other proposals proposal, offer or offers inquiry from any Person person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets or assets of the Company, (Bii) to enter into any merger, consolidation, business combinationreorganization, recapitalization, reorganization or other extraordinary business transaction involving combination with the Company, or otherwise (iii) relating to any acquisition by the Business Company following which the stockholders of the Company immediately preceding the consummation of such acquisition cease to hold at least eighty-five percent (85%) of the outstanding equity of the Company immediately following such acquisition (each of the events described in clauses (i), (ii) and (iii) an “Alternative Transaction”), or (iib) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person person any information with respect to, or otherwise cooperate in any way, assist or participate in, encourage or facilitate or encourage any effort or attempt by any other Person person to seek to do do, any of the foregoingAlternative Transaction. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement , and the earlier of (a) the Closing and (b) the termination of this Agreement, each shall promptly inform such persons of the Transferor Parties obligations undertaken in this Section 4.4. The Company shall notify Parent the Purchaser promptly (and in any event within twenty-four (24) hours) if any such proposal proposal, offer or offer, or any inquiry or other contact with any Person person with respect thereto, thereto is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person person making such proposal, offer, inquiry or contact and indicate in reasonable detail the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company agrees not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party it is a party.

No Solicitation or Negotiation. Each of the Transferor Parties (a) Traq agrees that between the date of this Agreement and the earlier of (ai) the Closing and Closing; or (bii) the termination of this Agreement, none neither Traq nor any of the Transferor Parties its Subsidiaries nor any of their respective shareholders, Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of Traq or any Transferred Assets of its Subsidiaries or the assets of Traq or any of its Subsidiaries, (Bii) to enter into any mergerbusiness combination with Traq or any of its Subsidiaries, consolidation, business combination, recapitalization, reorganization or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business Traq or any of its Subsidiaries, or (iib) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement Traq and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties its Subsidiaries shall notify Parent Tangoe promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between made. (b) Tangoe agrees that between the date of this Agreement and the earlier of (ai) the Closing and Closing; or (bii) the termination of this Agreement, each neither Tangoe nor any of its shareholders, Affiliates, officers, directors, representatives or agents will (a) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (i) relating to any acquisition or purchase of all or any portion of the Transferor Parties agrees not capital stock of Tangoe or any of its Subsidiaries or the assets of Tangoe or any of its Subsidiaries, (ii) to enter into any business combination with Tangoe or any of its Subsidiaries, or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to Tangoe or any of its Subsidiaries, or (b) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, without the prior written consent or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the Acquiring Partiesforegoing. Tangoe shall notify Traq promptly if any such proposal or offer, release or any inquiry or other contact with any Person fromwith respect thereto, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partymade.

No Solicitation or Negotiation. Each of the Transferor Parties The Company agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none neither the Company nor any of the Transferor Parties its Subsidiaries nor any of their respective Affiliates, officers, managers, members, representatives directors or agents Representatives will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aother than the Buyer): (i) relating to any acquisition acquisition, purchase or purchase exclusive license of all or any portion of the Transferor Interests or any Transferred Assets or Assets; (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with the Company that could reasonably be expected to affect the FS Business or the Transferred Assets or that would delay or interfere with the Acquisition or the other transactions contemplated by this Agreement; (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the FS Business or the Transferred Assets or that could reasonably be expected to delay or interfere with the Acquisition or the other transactions contemplated by this Agreement; or (iiiv) release any Person from, or waive any provision of, any confidentiality agreement that relates to the FS Business or the Transferred Assets or any standstill agreement to which the Company is a party, or (b) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person (other than the Buyer) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify Parent the Buyer promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the principal terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none neither Seller nor any of the Transferor Parties its subsidiaries nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aother than Purchaser) (i) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (Bother than Inventory to be sold in the ordinary course of the Business consistent with past practice), (ii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with Seller that could reasonably be expected to affect the Business or the Assets or that would delay or interfere with the transactions contemplated by this Agreement; (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business or the Assets or that could reasonably be expected to delay or interfere with the transactions contemplated by this Agreement, or (iiiv) release any Person from, or waive any provision of, any confidentiality agreement that relates to the Business or the Assets or any standstill agreement to which Seller is a party, or (b) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person (other than Purchaser) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentPurchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the principal terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing Closing, and (b) the termination of this Agreement, none of the Transferor Parties neither Seller nor any of their respective its Affiliates, officers, managersdirectors, membersrepresentatives, representatives or agents will (i) solicit, initiate, consider, encourage encourage, or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of Seller or any Transferred Purchased Assets (other than Inventory to be sold in the ordinary course of business consistent with past practice), or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization reorganization, or other extraordinary business transaction involving or otherwise relating to the Business Seller, or (ii) participate in any discussions, conversations, negotiations negotiations, and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations negotiations, and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentPurchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller agrees not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller is a party.

No Solicitation or Negotiation. Each The Management Shareholders (excluding Xinghan Zhilian) hereby covenant to the Investors that, without the prior written consent of the Transferor Parties agrees that between Investors, from the date of this Agreement and until the earlier of (a) the Closing and of the Transaction, or (b) the termination of this AgreementAgreement (whichever occurs earlier), none of except as otherwise provided in the Transferor Parties nor any of Transaction Documents, the Management Shareholders (excluding Xinghan Zhilian) shall not, and shall cause the Group Companies, the existing shareholders, their respective Affiliates, officers, managers, members, representatives or agents will and the respective Representatives of the foregoing Persons not to: (i) solicit, initiate, consider, encourage or accept any other proposals proposal or offers offer from any Person relating to: (A1) relating to any the acquisition or purchase of all or any portion part of the Transferor Interests equity interests of the Company or any Transferred Assets Group Company, or the acquisition or purchase of the assets of the Company or any Group Company (Bother than inventory proposed to be sold in the ordinary course of business consistent with past practice), (2) to enter into any merger, consolidationconsolidation or other business combination involving the Company or any Group Company, business combinationor (3) any capital reorganization, recapitalization, structural reorganization or any other extraordinary business transaction involving or otherwise relating to that is not conducted in the Business ordinary course of business consistent with past practice; or (ii) participate in any discussionsdiscussion, conversationsconversation, negotiations and negotiation or other communications regardingcommunication regarding any of the foregoing matters, or furnish provide any information relating to the foregoing matters to any other Person any information with respect toPerson, or otherwise cooperate in any wayother manner cooperate with, assist or assist, participate in, facilitate in or encourage any effort or attempt by any other Person to seek to do undertake any of the foregoingforegoing matters. Between The Management Shareholders (excluding ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇) shall, and shall cause the Group Companies and the existing shareholders to, immediately cease and cause the termination of any discussions, conversations, negotiations or other communications relating to any of the foregoing matters that were initiated prior to the execution of this Agreement (if any). If any Person makes any proposal or offer, or initiates any inquiry or contact, relating to any of the foregoing matters, the Management Shareholders (excluding Xinghan Zhilian) shall promptly notify the Investors. For the avoidance of doubt, the transfer of equity interests in the Company by the Seller to Kingsoft Cloud and Xinghan Zhilian pursuant to this Agreement shall not constitute a breach of this Section. The Seller hereby covenants to the Investors that, without the prior written ​ consent of the Investors, from the date of this Agreement and until the earlier of (a) the Closing and of the Transaction, or (b) the termination of this AgreementAgreement (whichever occurs earlier), each except as otherwise provided in the Transaction Documents, the Seller shall not, and shall cause its Affiliates and their respective Representatives not to: (i) solicit, initiate, consider, encourage or accept any proposal or offer from any Person relating to: (1) the acquisition or purchase of all or any part of the Transferor Parties immediately shall cease and cause equity interests in the Company held by the Seller, or the acquisition or purchase of the assets of the Company or any Group Company (other than inventory proposed to be terminated all existing discussionssold in the ordinary course of business consistent with past practice), conversations(2) any merger, negotiations and consolidation or other communications business combination involving the Company or any Group Company, or (3) any capital reorganization, structural reorganization or any other business transaction that is not conducted in the ordinary course of business consistent with past practice; or (ii) participate in any Persons conducted heretofore with respect to discussion, conversation, negotiation or other communication regarding any of the foregoingforegoing matters, or provide any information relating to the foregoing matters to any Person, or in any other manner cooperate with, assist, participate in or encourage any effort or attempt by any Person to undertake any of the foregoing matters. Between For the avoidance of doubt, the transfer of equity interests in the Company by the Seller to Kingsoft Cloud and Xinghan Zhilian pursuant to this Agreement shall not constitute a breach of this Section. In addition, from the date of this Agreement and until the earlier of (a) the Closing and of the Transaction, or (b) the termination of this AgreementAgreement (whichever occurs earlier), each the Seller hereby covenants to the Investors that it shall not directly or indirectly transfer or otherwise dispose of any of the Transferor Parties shall notify Parent promptly if relevant Sale Equity held by it, nor create any such proposal or offer, or encumbrance over any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyrelevant Sale Equity held by it.

No Solicitation or Negotiation. Each of The Company, the Transferor Parties agrees Sellers and the Founders agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementAgreement without fault of the Company, the Affiliates, the Founders or the Sellers, none of the Transferor Parties nor Company, the Affiliates, the Founders, the Sellers or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests share or registered capital of the Company or any Transferred Affiliate or of the Assets or (other than inventory to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidation, consolidation or other business combination, combination with the Company or any Affiliate or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company or any Affiliate or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do do, any of the foregoing. Between The Company, the date of this Agreement Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Founders immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between The Company, the date of this Agreement and Sellers or the earlier of (a) Founders, as the Closing and (b) the termination of this Agreementcase may be, each of the Transferor Parties shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Company, the date of this Agreement Sellers and the earlier of (a) Founders agree not to, and to cause the Closing Company and (b) the termination of this Agreement, each of the Transferor Parties agrees Affiliate not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company, any Affiliate any Founder or any Seller is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between Between the date of this Agreement and the earlier of (ai) the Closing Effective Time and (bii) the termination of this Agreement, none of the Transferor Parties Company, the Subsidiaries nor any of their respective Affiliatesaffiliates, officers, managers, membersdirectors, representatives or agents will shall, directly or indirectly, (iA) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person person (A1) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock or assets of the Company or any Transferred Assets or Subsidiary (Bother than inventory to be sold in the ordinary course of business consistent with past practice), (2) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with the Company or any Subsidiary or (3) to enter into any other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary, or (iiB) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify Parent and Merger Sub promptly if any such proposal or offer, or any inquiry or other contact with any Person person with respect thereto, is made and shall, in any such notice to ParentParent and Merger Sub, indicate in reasonable detail the identity of the Person person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Company shall not, and shall cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesParent and Merger Sub, release any Person person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none Seller shall not, and shall cause each of the Transferor Parties nor any of Company, the Company’s Subsidiary and their respective Affiliates, managers, officers, managers, membersdirectors, representatives and agents not to, directly or agents will indirectly, (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aother than Buyer) relating to (i) any acquisition or purchase purchase, however structured, of all or any portion of Seller’s equity securities, the Transferor Interests Company Securities, the Subsidiary Securities or any Transferred the Assets or (Bother than the sale of the Products in the ordinary course of business consistent with past practice), (ii) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to Seller, the Business Company or the Company’s Subsidiary or (iiiii) any license or sublicense of any Know-How controlled by the Company or its Subsidiary or Product Trademark, or grant of any other right in respect of any such intellectual property right or (b) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person (other than Buyer) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person (other than Buyer) to seek to do any of the foregoing. Between Seller immediately shall, and shall cause the date of this Agreement Company and the earlier of (a) the Closing Company’s Subsidiary and (b) the termination of this Agreement, each of the Transferor Parties immediately shall its and their respective Affiliates, managers, officers, directors, representatives and agents to, cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons (other than Buyer) conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent promptly Buyer immediately if any such proposal or offer, or any inquiry or other contact with any Person (other than Buyer) with respect thereto, is made and shall, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contactcontact (and shall provide any written copy thereof to Buyer). Between Seller agrees not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Company’s Subsidiary not to, without the prior written consent of the Acquiring PartiesBuyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller, the Company or the Company’s Subsidiary is a party.

No Solicitation or Negotiation. Each of The Purchaser, the Transferor Parties agrees that between the date of this Agreement Corporation and the earlier Sellers shall not, and the Purchaser and the Corporation shall use their best efforts to ensure that its shareholders, and any of its and its shareholders’ Affiliates, representatives, officers, employees, directors or agents shall not, directly or indirectly (a) the Closing and (b) the termination of this Agreementsubmit, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or discuss any proposal or offer from any Person or enter into any Contract or accept any other proposals or offers from any Person (A) offer relating to or to consummate any acquisition (i) reorganization, liquidation, dissolution or purchase of all or any portion recapitalization of the Transferor Interests Purchaser or any Transferred Assets or (B) to enter into any mergerthe Corporation, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to as the Business or case may be; (ii) participate in merger or consolidation involving the Purchaser or the Corporation, as the case may be; (iii) purchase or sale of any discussionsof the assets or capital stock, conversationsOptions, negotiations and stock appreciation rights, phantom stock options or other communications regardingsimilar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of the Purchaser or the Corporation, as the case may be (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving the Purchaser or the Corporation, as the case may be, or their assets; or (v) acquisition by the Purchaser or the Corporation, as the case may be, of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, in or facilitate or encourage in any other manner any effort or attempt by any other Person to do or seek to do any of the foregoing. Between ; provided however, nothing herein shall limit or restrict in any way the date Purchaser or the Corporation, as the case may be, from communicating with its legal, accounting and other professional advisors or lenders for the purpose of this Agreement and facilitating the earlier of (a) the Closing and (b) the termination of transactions contemplated by this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each party shall notify Parent promptly the other party immediately if any such proposal or offer, or Person makes any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and to the terms and conditions such party or, to the such party’s knowledge, any other Person for the purpose of such proposal, offer, inquiry effectuating one or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each more of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyforegoing transactions.

No Solicitation or Negotiation. Each For so long as Buyer is not in material uncured breach of this Agreement, each of Seller and the Transferor Parties Shareholders agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none neither of Seller nor the Transferor Parties Shareholders, nor any of their respective Affiliates, directors, officers, managers, members, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all Seller’s capital stock or any portion material assets of the Transferor Interests or any Transferred Assets or Tomco Business (Bother than Inventory to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any mergerbusiness combination with Seller, consolidation, business combination, recapitalization, reorganization or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to Seller (any of the Business events described in (i), (ii), and (iii), being an “Acquisition Proposal”); or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek or to do any of the foregoingconsummate an Acquisition Proposal. Between the date of this Agreement Seller and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Shareholders immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoingAcquisition Proposal. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller agrees not to, without the Buyer’s prior written consent of the Acquiring Partiesconsent, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees The Sellers agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with its terms, none of the Transferor Parties nor any of Sellers and none their respective Affiliates, officersand Representatives, managers, members, representatives or agents will shall: (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock or any Transferred Assets assets of the Corporation or the Subsidiary, or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Corporation or the Subsidiary; or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees The Sellers agree not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Seller, as applicable, is a party.

No Solicitation or Negotiation. Each of The Company and the Transferor Parties agrees that between Company Subsidiaries and their respective officers and directors shall, and the date of this Agreement Company shall cause its and the Company Representatives to, (i) immediately cease any discussions or negotiations with any Persons with respect to an Acquisition Proposal (A) if the Company does not exercise the Go-Shop Extension, at 12:00 a.m. on April 26, 2012 or (B) if the Company exercises the Go-Shop Extension, at 12:00 a.m. on May 6, 2012 (as applicable, the “No-Shop Period Start Date”), and (ii) from the No-Shop Period Start Date until the earlier of (a) the Closing Acceptance Time and (b) the termination of this AgreementAgreement in accordance with Article IX, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person not (A) relating to initiate, solicit, propose or encourage or facilitate (including by providing information or granting any acquisition waiver, amendment or purchase release under any standstill or confidentiality agreement or Takeover Provisions or otherwise) any inquiries or the making of all any proposal or any portion of the Transferor Interests or any Transferred Assets or offer that could constitute an Acquisition Proposal, (B) to engage in, enter into any mergerinto, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regarding, regarding or furnish that would reasonably be expected to any other Person any information with respect lead to, or provide any non-public information or data concerning the Company or the Company Subsidiaries to any Person or group of Persons relating to, any Acquisition Proposal, (C) otherwise cooperate in any way, with or assist or participate in, or facilitate any such inquiries, proposals, discussions or encourage negotiations or any effort or attempt by to make an Acquisition Proposal, (D) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other Person similar agreement relating to seek any Acquisition Proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, or (E) resolve to propose, agree or publically announce an intention to do any of the foregoing. Between the date Any breach by Company Representatives of this Agreement and the earlier of (aSection 7.5(b) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause be deemed to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of a breach by the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyCompany.

No Solicitation or Negotiation. Each of Subject to Section 6.13, the Transferor Parties Company agrees that between from and after the date Signing Date until the occurrence of this Agreement and a Covenant Expiration Event, neither the earlier of (a) the Closing and (b) the termination of this AgreementCompany, none of the Transferor Parties nor any of their respective its Subsidiaries, Affiliates, officers, managers, membersdirectors, representatives or agents will will: (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets assets of the Company, or (Bii) to enter into any merger, consolidation, business combinationreorganization, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to combination with the Business Company (each of the events described in clauses (i) and (ii) an “Alternative Transaction”); or (iib) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do do, any of the foregoingAlternative Transaction. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between The Company shall notify the date of this Agreement Placement Agent and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent Investors promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Placement Agent and the Investors, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between This Section 6.10 shall not prohibit the date of this Agreement Company from initiating and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties conducting negotiations with respect to a Partnering Transaction. The Company agrees not to, without the prior written consent of the Acquiring PartiesRequisite Holders, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party it is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees The Sellers agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Sellers and the Companies or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital share of the Companies or any Transferred the Assets (other than Inventory to be sold in the ordinary course of business consistent with past practice) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Companies or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Sellers agrees not to, and to cause the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Companies not to, without the prior written consent of the Acquiring PartiesPurchaser (which shall not be unreasonably withheld), release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the any of the Sellers or the Companies is a party.

No Solicitation or Negotiation. Each of The Company and the Transferor Parties Existing Shareholders each agrees that between the date of this Agreement Signing Date and the earlier of (a) the Closing and (b) the termination of this Agreement, without the prior written consent of each Purchaser, none of the Transferor Parties nor Existing Shareholders or the Company or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets or assets of the Company (other than Inventory to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidation, consolidation or other business combination, combination with the Company or the Business or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement The Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Existing Shareholders shall immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement The Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Existing Shareholders shall notify Parent each Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentsuch Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement The Existing Shareholders and the earlier of (a) the Closing and (b) the termination of this Agreement, Company each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Partieseach Purchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Existing Shareholder or the Company is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) Prior to the Closing and (b) or the termination of this Agreement, none of Shareholders will not, and will not permit the Transferor Parties nor Company, or any of their respective Affiliates, its officers, managersdirectors, membersaffiliates, employees, representatives or agents will to, directly or indirectly: (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person other than Buyer involving or relating to (A) relating to any acquisition or purchase of all any of the capital stock of the Company or any a material portion of the Transferor Interests or any Transferred Assets assets of the Company or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving that would reasonably be expected to be inconsistent with, conflict with or otherwise relating to have a material adverse effect on the Business or consummation of the transactions contemplated hereby, or (ii) participate in any discussions, conversations, negotiations and other communications with any Person other than Buyer regarding, or furnish to any other Person any non-public information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and . (b) Shareholders will, and will cause the termination of this AgreementCompany, each of the Transferor Parties and its officers, directors, affiliates, employees, representatives or agents to, immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons Person conducted heretofore with respect to any of the foregoing. Between foregoing prior to the date of this Agreement and hereof. (c) Shareholders promptly will notify Buyer if either Shareholders, the earlier of (a) the Closing and (b) the termination of this AgreementCompany or any officer, each director, Affiliate, employee, representative or agent of the Transferor Parties shall notify Parent promptly if Company is approached with respect to, or are otherwise made aware of, any such proposal or offer, discussions or any inquiry such inquiries or other contact with any Person with respect thereto, is made proposals and shallwill, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Shareholders will not, and will not permit the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not Company to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company is a party, without the prior written consent of Buyer.

No Solicitation or Negotiation. Each of (1) Except with respect to a Nova I Go Shop Bidder, from and after the Transferor Parties agrees that between Go Shop Period End Time, Nova I shall, and shall cause the date of this Agreement Nova I Subsidiaries and the earlier of (a) the Closing its and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersAffiliates and Representatives, membersand shall direct each of its and the Nova I Subsidiaries’ other Representatives (to the extent acting on behalf of Nova I) to, representatives immediately cease and cause to be terminated any discussions or agents will negotiations with any person conducted theretofore with respect to any Nova I Acquisition Proposal. Except with respect to a Nova I Go Shop Bidder, from and after the Go Shop Period End Time, Nova I shall not, and shall cause the Nova I Subsidiaries and its and their respective directors, officers and Affiliates, and shall direct each of its and the Nova I Subsidiaries’ other Representatives (ito the extent acting on behalf of Nova I) not to, directly or indirectly, (I) solicit, initiate, consider, knowingly encourage or accept facilitate any other inquiries, proposals or offers from for, or engage in any Person (A) negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any acquisition inquiry, proposal, offer or purchase of all other action that constitutes, or any portion of the Transferor Interests or any Transferred Assets or could reasonably be expected to lead to, a Nova I Acquisition Proposal, (BII) to enter into any mergeror engage in, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving Table of Contents continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regardingregarding or otherwise in furtherance of, or furnish to any other Person person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova I Acquisition Proposal, (III) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova I or any of the Nova I Subsidiaries, or (IV) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, arrangement, understanding, contract or agreement in principle (whether binding or not) with respect to, contemplating or otherwise cooperate relating to a Nova I Acquisition Proposal; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Nova I shall be permitted to waive or to not enforce any wayprovision of any confidentiality, assist “standstill” or participate insimilar obligation to permit a person to make a confidential Nova I Acquisition Proposal directly to the Nova I Board Special Committee if the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel that any such failure to waive or to not enforce would be inconsistent with or otherwise result in a breach of the Nova I directors’ duties under applicable Law. Upon the Go Shop Period End Time, facilitate Nova I shall, and shall cause the Nova I Subsidiaries and their respective directors, officers, Affiliates and Representatives to: (1) withdraw and terminate access that was granted to any person (other than any Nova I Go Shop Bidder and the Other Parties and their respective Representatives) to any “data room” (virtual or encourage physical) that was established with respect to or in connection with any effort Nova I Acquisition Proposal or attempt by potential Nova I Acquisition Proposal and (2) exercise and use commercially reasonable efforts to enforce any contractual rights available to Nova I to cause each person (other Person than any Nova I Go Shop Bidder and the Other Parties and their respective Representatives) who received non-public or confidential information of Nova I or any Nova I Subsidiary to seek promptly return to do Nova I or destroy such information. For the avoidance of doubt, after the Go Shop Period End Time and until the receipt of the Nova I Requisite Vote, Nova I, the Nova I Subsidiaries and their respective Representatives may continue to take any of the foregoing. Between the date of this Agreement and the earlier of (aactions described in Section 6.01(a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any proposals or offers regarding any Nova I Acquisition Proposal submitted by a Nova I Go Shop Bidder on or before the Go Shop Period End Time or with respect to any amended or modified proposal or offer with respect to any such Nova I Acquisition Proposal submitted by a Nova I Go Shop Bidder after the Go Shop Period End Time if the Nova I Board Special Committee has determined in good faith after consultation with outside legal counsel and outside financial advisors that such Nova I Acquisition Proposal (as may be amended or modified) is or is reasonably likely to lead to a Nova I Superior Proposal; provided that a Nova I Go Shop Bidder shall cease to be a Nova I Go Shop Bidder if the negotiations between Nova I and such Nova I Go Shop Bidder with respect to the Nova I Acquisition Proposal that resulted in such Nova I Go Shop Bidder becoming a Nova I Go Shop Bidder shall have been terminated. (2) Notwithstanding anything in this Agreement to the contrary, at any time after the Go Shop Period End Time and prior to the time, but not after, the Nova I Requisite Vote is obtained, Nova I and its Representatives may (A) provide information in response to a request therefor by a person or persons who has made a written Nova I Acquisition Proposal that did not result from a breach of Section 6.01(b)(1) (provided that Nova I (x) receives from the person or persons so requesting such information an executed confidentiality agreement (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova I at least as favorable to Nova I as the provisions of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing Confidentiality Agreement), and (by) as contemplated below, Nova I discloses to the termination of this AgreementOther Parties (and provides copies to the Other Parties of) such written Nova I Acquisition Proposal and concurrently furnishes, each of makes available or provides access to any nonpublic information provided to such person or persons to the Transferor Parties shall notify Parent promptly if extent not previously so provided to such Other Party), and (B) engage or participate in any such proposal discussions or offer, or any inquiry or other contact negotiations with any Person with respect theretoperson who has made such a written Nova I Acquisition Proposal, is made if and shallonly to the extent that, in any each such notice case referred to Parentin clause (A) or (B) above, indicate the Nova I Board Special Committee has either determined that such Nova I Acquisition Proposal constitutes a Nova I Superior Proposal or determined in reasonable detail the identity good faith after consultation with outside legal counsel and outside financial advisors that such Nova Table of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.Contents

No Solicitation or Negotiation. Each of the Transferor Parties Party agrees that between the date of this Agreement hereof and the earlier of (a) the Closing and (b) the termination of this Share Purchase Agreement, none no Party shall, and no Affiliates or Representatives of the Transferor respective Parties nor any of their respective Affiliatesshall, officersdirectly or indirectly, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage encourage, accept or accept otherwise facilitate any other proposals or offers from any Person (A) relating to any acquisition or purchase of (1) all or any portion of the Transferor Interests equity interest or any Transferred issued capital of the Company or the Seller or (2) their respective Business Assets (other than Inventory to be sold in the Ordinary Course of Business) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the such Party or its Business or Assets (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Party immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Party shall notify Parent the other Parties promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe other Parties, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Party agrees not to, to without the prior written consent of the Acquiring other Parties, release any Person (except the Purchaser) from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.. 50

No Solicitation or Negotiation. Each of the Transferor Parties agrees Parent and Seller agree that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of the Transferor Parties neither Parent nor Seller, nor any of their respective Affiliates, officers, managers, members, representatives Affiliates or agents Representatives will (iA) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aother than Purchaser) (x) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or the Business, other than in connection with the sale of Inventory in the Ordinary Course of Business, or (By) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination or other extraordinary business transaction involving transaction, except in the case of this clause (y) as would not have a Material Adverse Effect or otherwise relating as would not materially impair or delay the ability of Parent and Seller to perform their respective obligations under this Agreement, (B) release any Person from, or waive any provision of, any confidentiality agreement that relates to the Business Assets or the Business, or (iiC) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person (other than Purchaser) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement Parent and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement Parent and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentPurchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the principal terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and (a) Until the earlier of (a) the ------------------------------ Closing and (b) Date or the termination of this AgreementAgreement in accordance with its terms, none of no Seller shall, directly or indirectly, through any officer, director, agent or otherwise, and the Transferor Parties nor any of their respective AffiliatesSellers shall cause each Group Member not to, officers, managers, members, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals proposal or offers offer from any Person person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests assets of, or any Transferred Assets equity interest in, the Group or (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with any Group Member or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business any Group Member or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person person any information with respect to, or otherwise cooperate in any wayway with, or assist or participate in, facilitate or encourage encourage, any effort or attempt by any other Person person to do or seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Seller shall immediately shall cease and cause to be terminated all existing discussionsagreements, conversationsarrangements, discussions or negotiations and other communications with any Persons parties conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent Buyer promptly if any such proposal or offer, or any inquiry or other contact with any Person person with respect thereto, is made and shall, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement No Seller shall, and the earlier of (a) Sellers shall cause the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Group Members not to, without the prior written consent of the Acquiring Parties, release any Person third party from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Seller or Group Member is a party. Without limiting any remedy that may otherwise be available to the Buyer (including an action for damages), the Buyer shall be entitled to injunctive relief in the event of any breach or threatened breach of the provisions of this Paragraph 5.5 (b) In the event of any breach by any Seller of their respective obligations under Section 5.5(a), Buyer, without limiting any other remedy available to it, shall be entitled, if the transactions contemplated hereby are not consummated, to reimbursement of its expenses incurred in connection with the execution of this Agreement (including reasonable legal fees).

No Solicitation or Negotiation. Each of the Transferor Parties agrees The Sellers agree that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of the Transferor Parties Sellers, the Company, the Subsidiaries nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Subsidiary or assets of the Company or any Subsidiary (Bother than Inventory to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with the Company or any Subsidiary or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Sellers agrees not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any of the Sellers, the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of the Transferor Parties Seller nor any of their respective Affiliatesits Affiliates (including the Company), directors, officers, managers, members, representatives or agents will will: (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any direct acquisition or purchase of all Company's equity interests or any portion material assets of Company (other than inventory to be sold in the Transferor Interests or any Transferred Assets ordinary course of business consistent with past practice) (a "Bandwidth Acquisition Proposal") or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek or to do any of the foregoingconsummate a Bandwidth Acquisition Proposal. Between the date of this Agreement Seller and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between For the date avoidance of this Agreement and doubt, the earlier foregoing provision shall in no way restrict the ability of Seller to solicit, initiate, encourage or accept any other proposals or offers from any Person relating to, nor shall the term "Bandwidth Acquisition Proposal" be deemed to include: (ai) the Closing and any acquisition or purchase of, or tender offer for, all or any portion of Seller's equity securities, (bii) the termination of this Agreementany merger, each of the Transferor Parties consolidation or business combination with Seller, or (iii) any other extraordinary business transaction involving or otherwise relating to Seller. Seller shall promptly notify Parent promptly Buyer if any such proposal Bandwidth Acquisition Proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Except as otherwise required by law, Seller shall hold the date specific terms of this Agreement and confidential in the earlier event of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyunsolicited Bandwidth Acquisition Proposal.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and or (b) the termination of this AgreementAgreement pursuant to Section 10.1 hereof, none of the Transferor Parties nor any of their Seller shall not, and shall cause its Affiliates and its and its Affiliates' respective Affiliatesdirectors, officersofficers and employees not to, managersand shall use reasonable best efforts to cause its representatives not to, members, representatives directly or agents will indirectly (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests Paramount Parks Shares or any Transferred Assets material assets of the Companies, the Company Subsidiaries and the Canadian Parks Business, as a whole or (B) to enter into any mergerbusiness combination with any of the Companies, consolidation, business combination, recapitalization, reorganization the Company Subsidiaries or other extraordinary business transaction involving or otherwise relating CBS Canada (with respect to the Business Canadian Parks Business) or (ii) participate in any discussions, conversations, negotiations and other communications regardingcommunications, regarding or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made made. Seller agrees not to, and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees cause CBS not to, without the prior written consent of the Acquiring PartiesParent, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller or CBS is a party.. EMPLOYEE MATTERS

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreementneither Seller, none of the Transferor Parties nor any of their respective its Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests Acquired Assets (other than Inventory to be sold in the ordinary course of the Business consistent with past practice or any Transferred Assets Tangible Personal Property obsolete or surplus to the requirements of the Business), or (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Division, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement Seller, and the earlier of (a) the Closing its respective officers, directors, representatives, agents and (b) the termination of this Agreement, each of the Transferor Parties Affiliates shall immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons heretofore conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentPurchaser, indicate in reasonable detail the identity of the Person making such 55 62 proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Seller further agrees not to, and to cause the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Division not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller or the Division Subsidiary is a partyparty or by which Seller or the Division Subsidiary is bound.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between From the date of this Agreement and hereof to the earlier of (ai) the Closing and (bii) the termination of this Agreement, (a) Seller agrees that none of Seller, the Transferor Parties nor Company, the Company Subsidiary or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any mergerCompany Takeover Proposal, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Buyer promptly if any such proposal or offer, Company Takeover Proposal or any inquiry or other contact with any Person with respect thereto, is made after the date hereof and shall, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Seller agrees not to, and to cause Seller Subsidiary, the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Company Subsidiary not to, without the prior written consent of the Acquiring PartiesBuyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller, Seller Subsidiary, the Company or the Company Subsidiary is a partyparty to the extent such confidentiality agreement relates to the Business.

No Solicitation or Negotiation. Each of the Transferor Parties The Seller agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the valid termination of this Agreement, none of neither the Transferor Parties Seller nor any of their respective the Seller’s Affiliates, officers, managers, members, representatives directors or agents Representatives will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aother than Buyer) (i) relating to any acquisition acquisition, license or purchase of all or any portion of the Transferor Interests or any Transferred Assets or the Business other than in the ordinary course of business, (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or the Transferred Assets, in each case that could reasonably be expected to delay or interfere with the Acquisition or the other transactions contemplated by this Agreement, (iiiii) release any Person from, or waive any provision of, any confidentiality agreement that relates to the Business or the Transferred Assets or any standstill agreement to which the Seller is a party, or (iv) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person (other than the Buyer) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller shall notify Parent the Buyer promptly in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the principal terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of The Company and the Transferor Parties agrees Sellers acknowledge that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Sellers or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will will, and the Company shall cause the Subsidiaries and their respective officers, directors, representatives or agents not to, (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or the Subsidiary Interests, or any Transferred Assets assets of any Register Entity (other than inventory to be sold in the ordinary course of business consistent with past practice) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business any Register Entity or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement The Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement Each Seller and the earlier of (a) Company agrees not to, and the Closing and (b) the termination of this Agreement, Company shall cause each of the Transferor Parties agrees other Register Entity not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Seller (to the extent relating to the Register Entities or the Business) or any Register Entity is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) On the Closing date hereof, the Company shall, and (b) the termination of this Agreement, none of the Transferor Parties nor any shall instruct and cause its Subsidiaries and each of their respective AffiliatesRepresentatives (as hereinafter defined) to cease immediately and cause to be terminated any and all existing activities, discussions or negotiations with any Person that may be ongoing with respect to any Takeover Proposal, and deliver written notice to each such Person to the effect that the Company is immediately terminating all activities, discussions and negotiations with such Person (and its agents or advisors) with respect to any Takeover Proposal. Such notice shall request that such Person promptly return or destroy (and confirm compliance therewith), and the Company shall use its reasonable best efforts to cause any such Person (and its agents or advisors) to promptly return or destroy, all non-public information in respect of the Company or any of its Subsidiaries or the Business that was furnished by or on behalf of the Company and its Subsidiaries. The Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit its and its Subsidiaries’ directors, officers, managersemployees, membersadvisors, representatives investment bankers, lawyers or agents will other consultants and advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) to, directly or indirectly, (i) solicit, initiate, consider, initiate or knowingly encourage or accept take any other proposals action to facilitate or offers from encourage the submission of any Person inquiries or the making of any proposal or offer that constitutes, or may reasonably be likely to lead to, any Takeover Proposal, (Aii) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into or conduct or engage in any mergerdiscussions or negotiations with, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving provide or otherwise disclose any non-public information relating to the Business Company or (ii) participate in any discussionsof its Subsidiaries to, conversationsafford access to the Business, negotiations and other communications regardingproperties, assets, personnel, books or furnish to records of the Company or any other Person any information with respect of its Subsidiaries to, or otherwise cooperate in any wayknowingly assist, assist or participate in, facilitate or encourage any effort by, any Person that the Company or attempt its Subsidiaries or any of their respective Representatives has reason to believe is considering or seeking to make, or has made, or in any way in furtherance of, any Takeover Proposal, (iii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (iv) approve, endorse, recommend, execute or enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Takeover Proposal (each, a “Company Acquisition Agreement”) or any proposal or offer that could reasonably be expected to lead to a Takeover Proposal, (v) take any action to exempt any Person from, or make any acquisition of securities of the Company by any other Person not subject to, any state Takeover Law that applies to seek the Company with respect to a Takeover Proposal or otherwise, except for Parent, Merger Sub or any of their respective Subsidiaries, or the transactions contemplated hereby, or (vi) resolve or agree to do any of the foregoing. Between the date foregoing or otherwise authorize or permit any of this Agreement and the earlier of (a) the Closing and its Representatives to take any such action. (b) Notwithstanding Section 6.07(a), prior to the termination of this Agreement, each receipt of the Transferor Parties immediately shall cease and cause Company Requisite Vote, the Company’s board of directors, directly or indirectly through any Representative, may, subject to be terminated all existing discussions, conversations, Section 6.07(c) (i) participate in negotiations and other communications or discussions with any Persons conducted heretofore third party that has made (and not withdrawn) a bona fide, unsolicited Takeover Proposal in writing that the Company’s board of directors believes in good faith, after consultation with respect outside legal counsel, constitutes or would reasonably be expected to result in a Superior Proposal, and (ii) thereafter furnish to such third party non-public information relating to the Company or any of its Subsidiaries pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement (a copy of which confidentiality agreement shall be promptly (in all events within twenty-four (24) hours) provided to Parent); provided, that the Company shall promptly provide to Parent and Merger Sub any non-public information that is provided to any such Person which has not previously been provided to Parent and Merger Sub. (c) The Company’s board of directors shall not take any of the actions referred to in Section 6.07(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. The Company shall notify Parent promptly (but in no event later than twenty-four (24) hours) after receipt by the Company, its Subsidiaries or any of their respective Representatives of any Takeover Proposal, any inquiry that would reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the Business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request. The Company shall keep Parent fully informed, on a current and prompt basis, of the status and material terms of any such Takeover Proposal, indication or request, including the material terms and conditions thereof any material amendments or proposed amendments. The Company shall provide Parent with at least forty-eight (48) hours prior notice of any meeting of the Company’s board of directors at which the Company’s board of directors is reasonably expected to consider any Takeover Proposal. The Company shall promptly provide Parent with a list of any nonpublic information concerning the Company’s business, present or future performance, financial condition or results of operations, provided to any third party, and, to the extent such information has not been previously provided to Parent, copies of such information. (d) Except as set forth in this Section 6.07(d), neither the Company’s board of directors nor any committee thereof shall (i)(A) fail to make, change, withdraw, withhold, amend, modify or qualify, or publicly propose to make, change, withdraw, withhold, amend, modify or qualify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation, or (B) adopt, approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend to the stockholders of the Company any Takeover Proposal or Superior Proposal, (ii) fail to recommend against acceptance of any tender offer or exchange offer for the shares of Common Stock within ten (10) Business Days after the commencement of such offer, (iii) make any public statement inconsistent with the Company Board Recommendation, (iv) resolve or agree to take any of the foregoing actions (any of the foregoing, a “Company Adverse Recommendation Change”), or (v) authorize, cause or permit the Company or any of its Subsidiaries or any of their respective Representatives to enter into any Company Acquisition Agreement. Between Notwithstanding the date foregoing, at any time prior to the receipt of this the Company Requisite Vote, but not after, the Company’s board of directors may make a Company Adverse Recommendation Change or cause the Company to enter into (or permit any Subsidiary to enter into) a Company Acquisition Agreement and with respect to a Takeover Proposal only if the earlier board of directors of the Company has determined in in good faith, after consultation with its outside legal counsel, that (ai) the Closing failure to take such action would reasonably be expected to cause the Company’s board of directors to be in breach of its fiduciary duties under applicable Law, and (bii) that such Takeover Proposal constitutes a Superior Proposal; provided, however, that prior to taking such action, (A) the termination of this Company promptly notifies Parent, in writing, at least five (5) Business Days (the “Notice Period”) before making a Company Adverse Recommendation Change or entering into (or causing a Subsidiary to enter into) a Company Acquisition Agreement, each of its intention to take such action with respect to a Superior Proposal, which notice shall (1) state expressly that the Company has received a Takeover Proposal that the Company’s board of directors intends to declare a Superior Proposal and that the Company’s board of directors intends to make a Company Adverse Recommendation Change and/or the Company intends to enter into a Company Acquisition Agreement, and (2) include a copy of the Transferor Parties most current version of the proposed agreement relating to such Superior Proposal (which version shall notify Parent promptly if any such proposal or offerbe updated on a prompt basis), or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person third party making such proposalSuperior Proposal, offerand a copy of any financing commitments relating thereto; (B) the Company shall, inquiry or contact and shall cause its Subsidiaries to, and shall cause its and its Subsidiaries’ Representatives to, during the Notice Period, negotiate with Parent in good faith to make such adjustments in the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement so that such Takeover Proposal ceases to constitute a Superior Proposal, if Parent, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Notice Period, there is any material revision to the terms of a Superior Proposal, including, any revision in price, the Notice Period shall be extended, if applicable, to ensure that at least three (3) Business Days remains in the Notice Period subsequent to the time the Company notifies Parent of any such material revision (it being understood that there may be multiple extensions)); and (C) following the earlier end of such Notice Period (aas extended pursuant to the preceding clause (B)) the Closing Company’s board of directors determines in good faith, after consulting with outside legal counsel, that such Takeover Proposal continues to constitute a Superior Proposal after taking into account any adjustments made by Parent during the Notice Period in the terms and (b) the termination conditions of this Agreement; and provided, each further, that the Company has complied with its obligations under this Section 6.07. (e) Nothing contained in this Section 6.07 shall prohibit the Company, after the receipt of advice from outside legal counsel that failure to disclose such position would constitute a violation of applicable Law, from (i) disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act, provided that any disclosures permitted under this Section 6.07(e) that does not contain either an express rejection of any applicable Takeover Proposal or an express reaffirmation of the Transferor Parties agrees not toCompany Board Recommendation shall be deemed a Company Adverse Recommendation Change, without or (ii) making any “stop-look-and-listen” communication to the prior written consent stockholders of the Acquiring Parties, release Company pursuant to Section 14d-9(f) promulgated under the Exchange Act (or any Person from, or waive any provision of, any confidentiality or standstill agreement similar communications to the stockholders of the Company) in which such Transferor Party is a partythe Company indicates that it has not changed the Company Board Recommendation.

No Solicitation or Negotiation. Each of The Sellers and the Transferor Parties agrees Merging Corporation agree that between the date of this Agreement and the earlier of (ai) the Closing Effective Time and (bii) the termination of this Agreement, none of the Transferor Parties Sellers nor the Merging Corporation nor any of their respective Affiliatesaffiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, considercon sider, encourage or accept any other proposals or offers from any Person person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Merging Corporation or any Transferred Assets or assets of the Merging Corporation, (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with the Merging Corporation or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business Merging Corporation, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person person any information with respect to, or otherwise cooperate cooperation in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person person to seek to do any of the foregoing. Between the date of this Agreement The Merging Corporation and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement The Merging Corporation and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Sellers shall notify the Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person person with respect thereto, is made and shall, in any such notice to the Parent, indicate in reasonable detail the identity of the Person person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Except as required pursuant to applicable law, the date of this Agreement Merging Corporation and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Sellers agree not to, without the prior written consent of the Acquiring PartiesParent, release any Person person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Seller or the Merging Corporation is a party.

No Solicitation or Negotiation. Each of (1) Except with respect to a Nova II Go Shop Bidder, from and after the Transferor Parties agrees that between Go Shop Period End Time, Nova II shall, and shall cause the date of this Agreement Nova II Subsidiaries and the earlier of (a) the Closing its and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersAffiliates and Representatives, membersand shall direct each of its and the Nova II Subsidiaries’ other Representatives (to the extent acting on behalf of Nova II) to, representatives immediately cease and cause to be terminated any discussions or agents will negotiations with any person conducted theretofore with respect to any Nova II Acquisition Proposal. Except with respect to a Nova II Go Shop Bidder, from and after the Go Shop Period End Time, Nova II shall not, and shall cause the Nova II Subsidiaries and its and their respective directors, officers and Affiliates, and shall direct each of its and the Nova II Subsidiaries’ other Representatives (ito the extent acting on behalf of Nova II) not to, directly or indirectly, (I) solicit, initiate, consider, knowingly encourage or accept facilitate any other inquiries, proposals or offers from for, or engage in any Person (A) negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any acquisition inquiry, proposal, offer or purchase of all other action that constitutes, or any portion of the Transferor Interests or any Transferred Assets or could reasonably be expected to lead to, a Nova II Acquisition Proposal, (BII) to enter into any mergeror engage in, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving Table of Contents continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regardingregarding or otherwise in furtherance of, or furnish to any other Person person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova II Acquisition Proposal, (III) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova II or any of the Nova II Subsidiaries, or (IV) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, arrangement, understanding, contract or agreement in principle (whether binding or not) with respect to, contemplating or otherwise cooperate relating to a Nova II Acquisition Proposal; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Nova II shall be permitted to waive or to not enforce any wayprovision of any confidentiality, assist “standstill” or participate insimilar obligation to permit a person to make a confidential Nova II Acquisition Proposal directly to the Nova II Board Special Committee if the Nova II Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors that any such failure to waive or to not enforce would be inconsistent with or otherwise result in a breach of the Nova II directors’ duties under applicable Law. Upon the Go Shop Period End Time, facilitate Nova II shall, and shall cause the Nova II Subsidiaries and their respective directors, officers, Affiliates and Representatives to: (1) withdraw and terminate access that was granted to any person (other than any Nova II Go Shop Bidder and the Other Parties and their respective Representatives) to any “data room” (virtual or encourage physical) that was established with respect to or in connection with any effort Nova II Acquisition Proposal or attempt by potential Nova II Acquisition Proposal and (2) exercise and use commercially reasonable efforts to enforce any contractual rights available to Nova II to cause each person (other Person than any Nova II Go Shop Bidder and the Other Parties and their respective Representatives) who received non-public or confidential information of Nova II or any Nova II Subsidiary to seek promptly return to do Nova II or destroy such information. For the avoidance of doubt, after the Go Shop Period End Time and until the receipt of the Nova II Requisite Vote, Nova II, the Nova II Subsidiaries and their respective Representatives may continue to take any of the foregoing. Between the date of this Agreement and the earlier of (aactions described in Section 6.02(a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any proposals or offers regarding any Nova II Acquisition Proposal submitted by a Nova II Go Shop Bidder on or before the Go Shop Period End Time or with respect to any amended or modified proposal or offer with respect to any such Nova II Acquisition Proposal submitted by a Nova II Go Shop Bidder after the Go Shop Period End Time if the Nova II Board Special Committee has determined in good faith after consultation with outside legal counsel that such Nova II Acquisition Proposal (as may be amended or modified) is or is reasonably likely to lead to a Nova II Superior Proposal; provided that a Nova II Go Shop Bidder shall cease to be a Nova II Go Shop Bidder if the negotiations between Nova II and such Nova II Go Shop Bidder with respect to the Nova II Acquisition Proposal that resulted in such Nova II Go Shop Bidder becoming a Nova II Go Shop Bidder shall have been terminated. (2) Notwithstanding anything in this Agreement to the contrary, at any time after the Go Shop Period End Time and prior to the time, but not after, the Nova II Requisite Vote is obtained, Nova II and its Representatives may (A) provide information in response to a request therefor by a person or persons who has made a written Nova II Acquisition Proposal that did not result from a breach of Section 6.02(b)(1) (provided that Nova II (x) receives from the person or persons so requesting such information an executed confidentiality agreement (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova II at least as favorable to Nova II as the provisions of the Confidentiality Agreement), and (y) as contemplated below, Nova II discloses to the Other Parties (and provides copies to the Other Parties of) such written Nova II Acquisition Proposal and concurrently furnishes, makes available or provides access to any nonpublic information provided to such person or persons to the extent not previously so provided to such Other Party), and (B) engage or participate in any discussions or negotiations with any person who has made such a written Nova II Acquisition Proposal, if and only to the extent that, in each such case referred to in clause (A) or (B) above, the Nova II Board Special Committee has either determined that such Nova II Acquisition Proposal constitutes a Nova II Superior Proposal or Table of Contents determined in good faith after consultation with outside legal counsel and outside financial advisors that such Nova II Acquisition Proposal could reasonably be expected to lead to a Nova II Superior Proposal. Without limiting the foregoing. Between , it is understood that any violation of the date foregoing restrictions by the Representatives or Affiliates of Nova II or any Nova II Subsidiary shall be deemed to be a breach of this Agreement Section 6.02 by Nova II. (3) As soon as is reasonably practicable (and in any event no later than twenty-four (24) hours) after the earlier Go Shop Period End Time, Nova II will notify the Other Parties in writing (i) if any Nova II Go Shop Bidders remain at such time, (ii) of (athe identity of such Nova II Go Shop Bidder(s) the Closing and (biii) concerning the termination of this Agreement, each material terms and conditions of the Transferor most recent Nova II Acquisition Proposal received from such Nova II Go Shop Bidder(s) (and shall include with such notice copies of any written Nova II Acquisition Proposal, including any proposed transaction agreement), and thereafter shall promptly (and in any event no later than twenty-four (24) hours after the occurrence of such developments, discussions or negotiations or receipt of materials) (x) keep the Other Parties shall notify Parent promptly if reasonably informed of all material developments, discussions and negotiations concerning any such proposal Nova II Acquisition Proposal and (y) provide the Other Parties with any written supplements or offerwritten additions to any written Nova II Acquisition Proposal, including any revisions to any proposed transaction agreement. Without limiting the foregoing, from and after the Go Shop Period End Time, Nova II will promptly (and in any event no later than twenty-four (24) hours after receipt thereof) notify the Other Parties in writing if (A) any Nova II Acquisition Proposal is received by Nova II, (B) any request for information relating to Nova II or any inquiry Nova II Subsidiary is received by Nova II or other contact any Nova II Subsidiary from any person who informs Nova II or any Nova II Subsidiary that it is considering making or has made a Nova II Acquisition Proposal or (C) any discussions or negotiations are sought to be initiated with Nova II regarding any Person with respect theretoNova II Acquisition Proposal, in each case from a person that is made not a Nova II Go Shop Bidder, and shall, in any such notice to Parentthe Other Parties, indicate in reasonable detail the identity of the Person making such proposalperson making, offer, inquiry or contact and the material terms and conditions of, such Nova II Acquisition Proposal, request or inquiry (and shall include with such notice copies of any written Nova II Acquisition Proposal, including any proposed transaction agreement), and thereafter shall promptly (and in any event no later than twenty-four (24) hours after the occurrence of such proposaldevelopments, offerdiscussions or negotiations or receipt of materials) (x) keep the Other Parties reasonably informed of all material developments, discussions and negotiations concerning any such Nova II Acquisition Proposal, request or inquiry and (y) provide the Other Parties with any written supplements or other contactwritten additions to any written Nova II Acquisition Proposal, including any revisions to any proposed transaction agreement. Between Neither Nova II nor any Nova II Subsidiary will enter into any agreement with any person subsequent to the date of this Agreement and that prohibits Nova II from providing any information to the earlier of (a) the Closing and (b) the termination of Other Parties in accordance with this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partySection 6.02.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none Agreement Seller shall not (nor shall it permit any of the Transferor Parties nor its Affiliates or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will to), directly or indirectly, (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests Business or any Transferred Assets Seller or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or Seller or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Buyer promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in if any such notice proposal or inquiry is made in writing, promptly send to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions Buyer a copy of such proposal, offer, inquiry correspondence or other contactdocument. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller agrees not to, without the prior written consent of the Acquiring PartiesBuyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller is a party. For the avoidance of doubt, nothing herein shall in any way limit Seller’s actions with respect to the Other Seller Stations.

No Solicitation or Negotiation. Each of The Purchaser, the Transferor Parties agrees that between the date of this Agreement Corporation and the earlier Sellers shall not, and the Purchaser and the Corporation shall use their best efforts to ensure that its shareholders, and any of its and its shareholders' Affiliates, representatives, officers, employees, directors or agents shall not, directly or indirectly (a) the Closing and (b) the termination of this Agreementsubmit, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or discuss any proposal or offer from any Person or enter into any Contract or accept any other proposals or offers from any Person (A) offer relating to or to consummate any acquisition (i) reorganization, liquidation, dissolution or purchase of all or any portion recapitalization of the Transferor Interests Purchaser or any Transferred Assets or (B) to enter into any mergerthe Corporation, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to as the Business or case may be; (ii) participate in merger or consolidation involving the Purchaser or the Corporation, as the case may be; (iii) purchase or sale of any discussionsof the assets or capital stock, conversationsOptions, negotiations and stock appreciation rights, phantom stock options or other communications regardingsimilar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of the Purchaser or the Corporation, as the case may be (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving the Purchaser or the Corporation, as the case may be, or their assets; or (v) acquisition by the Purchaser or the Corporation, as the case may be, of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, in or facilitate or encourage in any other manner any effort or attempt by any other Person to do or seek to do any of the foregoing. Between ; provided however, nothing herein shall limit or restrict in any way the date Purchaser or the Corporation, as the case may be, from communicating with its legal, accounting and other professional advisors or lenders for the purpose of this Agreement and facilitating the earlier of (a) the Closing and (b) the termination of transactions contemplated by this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each party shall notify Parent promptly the other party immediately if any such proposal or offer, or Person makes any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and to the terms and conditions such party or, to the such party's knowledge, any other Person for the purpose of such proposal, offer, inquiry effectuating one or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each more of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyforegoing transactions.

No Solicitation or Negotiation. Each of the Transferor Parties Party agrees that between the date of this Agreement hereof and the earlier of (a) the Closing and (b) the termination of this Share Purchase Agreement, none no Party shall, and no Affiliates or Representatives of the Transferor respective Parties nor any of their respective Affiliatesshall, officersdirectly or indirectly, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage encourage, accept or accept otherwise facilitate any other proposals or offers from any Person (A) relating to any acquisition or purchase of (1) all or any portion of the Transferor Interests equity interest or any Transferred issued capital of the Company or the Seller or (2) their respective Business Assets (other than Inventory to be sold in the Ordinary Course of Business) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the such Party or its Business or Assets (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Party immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Party shall notify Parent the other Parties promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe other Parties, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Party agrees not to, to without the prior written consent of the Acquiring other Parties, release any Person (except the Purchaser) from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that The Sellers agree that, except as otherwise contemplated by this Agreement, between the date of this Agreement and the earlier later of (a) the Closing and (bx) the termination of this Agreementthe Agreement and (y) August 12, 2005, none of the Transferor Parties nor Sellers, the Company, the Subsidiaries or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will will: (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase purchase, directly or indirectly, of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Subsidiary or material assets of the Company or any Subsidiary, (B) to enter into any merger, consolidation, consolidation or other business combination, combination with the Company or any Subsidiary or (C) to enter into a recapitalization, reorganization or other extraordinary business similar transaction involving the Company or otherwise relating to any Subsidiary that is inconsistent with the Business transactions contemplated by this Agreement (each, an “Alternate Transaction”), or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between ; except in the date case of this Agreement and the earlier of clause (ai) the Closing and (bii) other than the termination of transactions contemplated by this Agreement, each of the Transferor Parties . The Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoingan Alternate Transaction. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact contract with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Sellers agree not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between that, except as may be required by applicable law, until the date of this Agreement and is terminated or until the earlier Closing, it shall not, directly or indirectly, through any officer, director, agent or representative of it or its Subsidiaries, Affiliates or otherwise, (a) the Closing and (b) the termination of this Agreementsubmit, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, considerencourage or discuss (including by way of furnishing any non-public information) any bid, encourage proposal or offer from any Person, enter into any contract, agreement or understanding or accept any offer relating to or to consummate any transfer of assets of the Division (other proposals than a purchase or offers from sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); or any similar transaction or business combination involving the Division or its assets; nor shall Seller engage in discussions or negotiations with any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any mergerother than Purchaser with respect to, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, in or facilitate or encourage in any other manner any effort or attempt by any other Person to do or seek to do any of the foregoing, or accept any competing offer or proposal prior to the expiration of the period described in this Section 7.3; provided however, nothing herein shall limit or restrict in any way Seller from communicating with its legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated by this Agreement. Between the date of this Agreement and the earlier of (a) Seller shall notify Purchaser immediately if prior to the Closing and (b) or the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in makes any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and to Seller or, to Seller’s Knowledge, any other Person for the terms and conditions purpose of such proposal, offer, inquiry effectuating one or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each more of the Transferor Parties agrees not to, without the prior foregoing transactions and promptly provide Purchaser a copy of any such proposal received in writing or a written consent summary of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyother proposal made orally.

No Solicitation or Negotiation. Each of the Transferor Parties The Company agrees that between the ------------------------------ date of this Agreement and the earlier of (a) the Closing and (b) or the termination of this Agreement, none of neither the Transferor Parties Company or the Company Subsidiaries nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Company Subsidiary or assets of the Company or any Company Subsidiary (other than any sale of assets to be sold in the ordinary course of business consistent with past practice) or (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Company or any Company Subsidiary, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications heretofore conducted with any Persons conducted heretofore Person with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify the Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement The Company agrees not to, and the earlier of (a) the Closing and (b) the termination of this Agreement, to cause each of the Transferor Parties agrees Company Subsidiary not to, without the prior written consent of the Acquiring PartiesParent, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company or any Company Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Group Companies, the Sellers agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none it will not, shall cause each of the Transferor Parties nor any of their its respective Affiliates, officers, managers, membersdirectors, representatives or agents will not to (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests share or registered capital of any Transferred Group Company or of the Assets or (other than inventory to be sold in the Ordinary Course), (B) to enter into any merger, consolidation, consolidation or other business combination, combination with any Group Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business any Group Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do do, any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each Each of the Transferor Parties Group Companies, the Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each Each of the Transferor Parties Group Companies, the Sellers shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each Each of the Transferor Parties agrees Group Companies, the Sellers agree not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Group Company or any Seller is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Sellers, the Company, any Subsidiary or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital of the Company or any Transferred Subsidiary or the Assets (other than Inventory to be sold in the ordinary course of business consistent with past practice) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Seller shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Each Seller agrees not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Seller, the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that ------------------------------ between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Sellers, the Company, or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets or assets of the Company (other than Inventory to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with the Sellers or the Company or (C) to enter into any other extraordinary business transaction involving or otherwise relating to the Business Sellers or the Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Sellers agrees not to, and to cause the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementCompany, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Sellers, or the Company is a party.

No Solicitation or Negotiation. Each of The Seller and the Transferor Parties Parent agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of the Transferor Parties Seller, the Parent, the Company, the Subsidiaries nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Subsidiary or assets of the Company or any Subsidiary (Bother than Inventory to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with the Company or any Subsidiary or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement The Seller and the earlier of (a) the Closing and (b) the termination of this Agreement, Parent each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement The Seller and the earlier of (a) the Closing and (b) the termination of this Agreement, Parent each of the Transferor Parties shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement The Seller and the earlier of (a) Parent each agrees not to, and to cause the Closing Company and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Seller, the Parent, the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller, 3R and ▇▇. ▇▇▇▇ agrees that between the date of this Agreement hereof and the earlier of (a) the Closing and (b) the termination of this Agreement, none of neither the Transferor Parties Seller nor any of their respective its Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any a controlling portion of the Transferor Interests capital stock of the Seller or any Transferred Assets or Purchased Assets, (B) to enter into any merger, consolidation, consolidation or other business combination, combination with the Seller or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Seller without the approval of the Purchaser, which approval shall not be unreasonably withheld or delayed, or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each Each of the Transferor Parties Seller, 3R and ▇▇. ▇▇▇▇ immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each Each of the Transferor Parties Seller, 3R and ▇▇. ▇▇▇▇ shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller agrees not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Seller is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees The Sellers agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Sellers, the Company, the Subsidiaries or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Subsidiary or assets of the Company or any Subsidiary (other than Inventory to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidationconsolidation or other business combination with the Company, business combination, any Subsidiary or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe 34 44 Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Sellers agree not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Sellers, the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties The Company agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Company Securityholders, any Acquired Company or any of their respective Affiliates, managers, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of Company Stock, any Equity Participations in an Acquired Company or the Transferor Interests assets of an Acquired Company (other than the sale of products in the Ordinary Course of Business and other than the issuance of Common Stock upon the exercise of Company Options or any Transferred Assets the Warrant outstanding as of the date of this Agreement) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business an Acquired Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement The Company immediately shall and the earlier of (a) the Closing shall cause each Acquired Company and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease their respective Affiliates, managers, officers, directors, representatives or agents to cease, and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Company agrees not to, and to cause the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Acquired Companies not to, without the prior written consent of the Acquiring PartiesParent, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Acquired Company is a partyparty that relates to any aspect of the assets or business of the Acquired Companies.

No Solicitation or Negotiation. Each of the Transferor Parties agrees Sellers and the Company agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective such Party shall not and shall cause its Affiliates, officers, managers, membersdirectors, representatives or agents will (if any) not to (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital of the Company or any Transferred Assets Company Subsidiary or assets of the Company or any Company Subsidiary (other than Inventory to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidationamalgamation, consolidation or other business combination, combination with the Company or any Company Subsidiary or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company or any Company Subsidiary (any such proposal or offer described in clauses (A), (B) or (C), an "ACQUISITION PROPOSAL") or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between Each of the date of this Agreement Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company immediately shall cease and use its reasonable efforts to cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between Each of the date of this Agreement Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of the Transferor Parties Seller nor any of their respective its Affiliates, directors, officers, managers, members, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all Seller's capital stock (other than the exercise of stock options under Seller's employee stock option plans) or any portion material assets of Seller, including, without limitation, the assets of the Transferor Interests or any Transferred Assets or Optoelectronics Business (Bother than inventory to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any mergerbusiness combination with Seller, consolidation, business combination, recapitalization, reorganization or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to Seller or the Business Optoelectronics Business, or (iv) except as required by the fiduciary duties of Seller's board of directors, relating to (x) any acquisition or purchase of, or tender offer for, all or any portion of Seller's equity securities, or (y) any merger, consolidation or business combination with Seller, or (z) any other extraordinary business transaction involving or otherwise relating to Seller (any of the events described in (i), (ii), (iii) and (iv), being an ("Acquisition Proposal")); or (b) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek or to do any of the foregoingconsummate an Acquisition Proposal. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement Seller shall promptly (within 24 hours) notify MEI and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly Buyer if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentMEI and Buyer, indicate in reasonable detail the identity identify of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller agrees not to, without the MEI's prior written consent of the Acquiring Partiesconsent, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Company, the Sellers and the Founders agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none it will not, shall cause each of the Transferor Parties nor any of their its respective Affiliates, officers, managers, membersdirectors, representatives or agents will not to (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests share or registered capital of the Company or any Transferred Affiliate or of the Assets or (other than inventory to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidation, consolidation or other business combination, combination with the Company or any Affiliate or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company or any Affiliate or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do do, any of the foregoing. Between Each of the date of this Agreement Company, the Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Founders immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each Each of the Transferor Parties Company, the Sellers or the Founders, as the case may be, shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Each of the date of this Agreement Company, the Sellers and the earlier of (a) Founders agrees not to, and the Closing Company and (b) the termination of this Agreement, Founder shall cause each Affiliate of the Transferor Parties agrees Company not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company, any Affiliate of the Company, any Founder or any Seller is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) The Company acknowledges that neither it, nor any of its Company Representatives, are engaged in any discussions or negotiations with any Person with respect to an Acquisition Proposal and confirms that it has complied with, and is in current compliance with, its Standstill Obligations (as defined in that certain Indication of Interest, dated June 27, 2013, between Parent and the Closing Company). The Company shall not, and (b) shall not authorize or permit its Company Representatives to, directly or indirectly, from the date hereof until the Effective Time or, if earlier, the termination of this Agreement, none Agreement in accordance with the terms of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will Article VI: (i) solicit, initiate, consider, facilitate or encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business an Acquisition Proposal; or (ii) participate in any discussions, conversations, negotiations and other communications regarding, (A) furnish or furnish disclose to any other Person any non-public information with respect to, to an Acquisition Proposal; (B) negotiate or otherwise cooperate engage in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact discussions with any Person with respect theretoto an Acquisition Proposal; or (C) enter into or amend or grant any waiver or release under any Contract (whether or not binding) or agreement in principle with respect to an Acquisition Proposal. (b) The Company Board shall not: (i) withdraw, is amend, or modify, or propose to withdraw, modify, or qualify in a manner adverse to Parent or MergerSub, its Board Recommendation; (ii) approve, recommend, or fail to recommend against, or propose to approve or recommend, any Acquisition Proposal; (iii) make any statement inconsistent with its recommendation that the Shareholders approve and adopt this Agreement and the Merger; (iv) fail to include its Board Recommendation to the Shareholders in the Proxy Statement; or (v) enter into any Contract (whether or not binding) or agreement in principle with respect to any Acquisition Proposal (any of the foregoing listed in (i), (ii), (iii) or (iv), an “Adverse Recommendation” and (v), an “Adverse Acquisition Agreement”). (c) Notwithstanding Sections 4.11(a) and 4.11(b), prior to the receipt of the Required Approval, the Company Board, directly or indirectly through any Representative, may, but subject to Sections 4.11(d) and 4.11(e): (i) participate in negotiations or discussions with any third-party that has made (and shallnot withdrawn) a bona fide, unsolicited Acquisition Proposal in writing that did not result from violation of this Section 4.11 that the Company Board believes in good faith, after consultation with outside legal counsel and the Company’s financial advisor, constitutes a Superior Proposal; (ii) thereafter furnish to such third party non-public information relating to the Company or any of its Subsidiaries pursuant to an executed confidentiality agreement containing terms no less favorable to the Company, in the aggregate, than those set forth in the Confidentiality Agreement, including the standstill obligations set forth in Section 8 of the Confidentiality Agreement, except that each agreement will permit the sharing of information by the Company to Parent as contemplated by this Agreement (a copy of such confidentiality agreement shall be promptly (in all events within twenty-four (24) hours and such standstill obligations will apply despite the entry into this Agreement) provided to Parent); (iii) following receipt of and on account of a Superior Proposal, make an Adverse Recommendation and enter into an Adverse Acquisition Agreement; (iv) take any action that any court of competent jurisdiction orders the Company or any of its Subsidiaries to take (which order remains unstayed); and/or (v) upon the occurrence of an Intervening Event, make an Adverse Recommendation, but in each case referred to in the foregoing clauses (i) through (v), only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to cause the Company Board to be in breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent the Company Board from disclosing to the Shareholders an Adverse Recommendation with regard to an Acquisition Proposal, if the Company determines, after consultation with outside legal counsel, that failure to disclose such position would constitute a violation of applicable Law. (d) The Company Board shall not take any of the actions referred to in clauses (i) through (v) of Section 4.11(c) unless the Company complies with the provisions of this Section 4.11(d). The Company shall notify Parent promptly (but in no event later than twenty-four (24) hours) after the receipt by the Company (or any Company Representative) of any Acquisition Proposal, any inquiry that would reasonably be expected to lead to an Acquisition Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third-party or the determination of an Intervening Event. In such notice, the Company shall: (i) identify the third-party making any Acquisition Proposal and (ii) provide a summary of the material terms and conditions of any Acquisition Proposal, indication or request or the material details of any Intervening Event (including specifying the estimated dollar value or range of estimated dollar values attributed to such Intervening Event). The Company shall keep Parent fully informed, on a current basis, of the status and material terms of any such Acquisition Proposal, indication or request, including any material amendments or proposed amendments as to price and other material terms thereof. The Company shall provide Parent with at least one (1) Business Day prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Acquisition Proposal or, in the case of an Intervening Event, that causes the Company Board to adopt an Adverse Recommendation. The Company shall promptly provide Parent with a list of any non-public information concerning the Business and the Company’s present or future performance, financial condition or results of operations, provided to any third-party, and, to the extent such information has not been previously provided to Parent, indicate copies of such information. (e) Notwithstanding Section 4.11(b), at any time prior to the receipt of the Required Approval, the Company Board may make an Adverse Recommendation in reasonable detail response to a Superior Proposal or Intervening Event, if: (i) the Company promptly notifies Parent, in writing, at least four (4) Business Days (the “Fiduciary Out Notice Period”) before making an Adverse Recommendation, of its intention to take such action with respect to a Superior Proposal or Intervening Event, which notice (in the case of a Superior Proposal) shall state expressly that the Company has received an Acquisition Proposal that the Company Board intends to declare a Superior Proposal and that the Company Board intends to make an Adverse Recommendation; (ii) in the case of a Superior Proposal, the Company attaches to such notice the most current version of the proposed agreement with respect to (which version shall be updated on a prompt basis), and the identity of the Person making third-party making, such proposalSuperior Proposal; (iii) the Company shall, offerand shall cause its Subsidiaries to, inquiry or contact and shall use its reasonable best efforts to cause its and its Subsidiaries’ Representatives to, during the Fiduciary Out Notice Period, negotiate with Parent in good faith to make such adjustments in the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal or such Intervening Event ceases to exist, as the case may be, if Parent, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Fiduciary Out Notice Period, there is any material revision to the terms of a Superior Proposal, including, any revision in price, the Fiduciary Out Notice Period shall be extended, if applicable, to ensure that at least two (2) Business Days remains in the Fiduciary Out Notice Period subsequent to the time the Company notifies Parent of any such material revision (it being understood that there may be multiple extensions)); and (iv) the earlier Company Board determines in good faith, after consulting with outside legal counsel and its financial advisor, that (A) in the case of a Superior Proposal, such Acquisition Proposal continues to constitute a Superior Proposal or (B) in the case of an Intervening Event, such Intervening Event continues to constitute an Intervening Event, and in each case of (aA) or (B), after taking into account any adjustments made by Parent during the Closing Fiduciary Out Notice Period in the terms and (b) the termination conditions of this Agreement, each including pursuant to clause (e)(iii) of this Section 4.11. (f) Nothing contained in this Section 4.11 shall be deemed to prohibit the Company or the Company Board or any committee thereof from (i) complying with its disclosure obligations under applicable Law with regard to an Acquisition Proposal, including talking and disclosing to its Shareholders a position contemplated by Rule 14d-9 or Rule 14e-2 under the Exchange Act or (ii) complying with its disclosure obligations if, in the good faith judgment of the Transferor Parties agrees not toCompany Board, without after consultation with outside counsel, failure to disclose would reasonably be expected to be inconsistent with its obligations under applicable Law. For avoidance of doubt, nothing set forth in this Section 4.11 shall prohibit the prior written consent Company or the Company Board from issuing a “stop, look and listen” statement or other communication pending disclosure of its position, as contemplated by Rule 14d-9 or Rule 14e-2 under the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyExchange Act.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of Unless and until this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreementis terminated or consummated, none of the Transferor Parties nor any of Company, the Members, Parent, Holdings and Merger Sub shall suffer or permit their respective Affiliatesdirectors, officers, managersstockholders, membersemployees, representatives representatives, agents, investment bankers, advisors, accountants or agents will (i) attorneys, to initiate or solicit, initiatedirectly or indirectly, considerany inquiries or the making of any offer or proposal that constitutes or would be reasonably expected to lead to a proposal or offer (other than as expressly contemplated by this Agreement) for a stock purchase, encourage asset acquisition, merger, consolidation or other business combination involving any of the Company, Parent, Holdings or Merger Sub or any proposal to acquire in any manner a direct or indirect substantial equity interest in, or all or any substantial part of the assets of, Company, Parent, Holdings or Merger Sub (an “Alternative Proposal”) from any person and/or entity, or engage in negotiations or discussions relating thereto or accept any Alternative Proposal, or make or authorize any statement, recommendation or solicitation in support of any Alternative Proposal. The Company and the Members on the one hand, and Parent, Holdings and Merger Sub on the other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion hand, shall notify the other orally and in writing of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any receipt of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal inquiries, offers or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and proposals (including the terms and conditions of any such offer or proposal, offerthe identity of the person and/or entity making it and a copy of any written Alternative Proposal), inquiry as promptly as practicable and in any event within 48 hours after the receipt thereof, and shall keep the other parties informed of the status and details of any such inquiry, offer or proposal. The Company, Members, Parent, Holdings and Merger Sub shall immediately terminate any existing solicitation, activity, discussion or negotiation with any person and/or entity hereafter conducted by them or by any officer, employee, director, stockholder or other contact. Between representative thereof with respect to the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyforegoing.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties neither Seller nor any of their respective its Affiliates, officers, managers, membersdirectors, representatives or agents will will, directly or indirectly, (i) solicit, initiate, consider, encourage encourage, facilitate, engage in discussions or negotiations with, provide any information to, cooperate, assist, or accept any other proposals proposals, inquiries or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of Seller or any Transferred Assets or material assets of Seller, (B) to enter into any merger, consolidation, consolidation or other business combination, combination with Seller or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Seller or (ii) conduct, participate or engage in any discussions, conversations, negotiations and other communications regarding, enter into any confidentiality agreement or agree to be bound by any confidentiality restrictions, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not toSeller will not, without the prior written consent of the Acquiring PartiesBuyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Seller is a party. Without limiting the foregoing, Seller acknowledges and agrees that any violation of the foregoing restrictions by the Shareholders or their representatives shall be deemed a breach of this Section 5.12 by Seller. Seller shall promptly advise Buyer, but in no event later than twenty-four (24) hours after receipt, of its receipt of an acquisition proposal and, subject to any confidentiality restrictions, the general terms and conditions of any such proposal and the identity of the Person making any such proposal.

No Solicitation or Negotiation. Each of the Transferor Parties Company and the Principal Stockholders covenants and agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties neither it nor any of their respective its Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage encourage, negotiate, discuss or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets that would constitute a Competing Transaction or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (iib) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do do, any of the foregoing. Between the date of this Agreement and the earlier of actions described in clause (a) (the Closing actions described in (a) and (b) the termination of this Agreementcollectively, each “Prohibited Actions”). Each of the Transferor Parties Company and the Principal Stockholders represents and warrants that it does not have any agreement, understanding or arrangement involving a Prohibited Action. Each of the Company and the Principal Stockholders immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of involving a Prohibited Action. The Company or the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementPrincipal Stockholders, each of the Transferor Parties as applicable, shall notify Parent promptly in writing if any such proposal or proposal, offer, or any inquiry or other contact with any Person with respect thereto, involving a Prohibited Action is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or other contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Each of the date of this Agreement Company and the earlier of (a) the Closing Principal Stockholders covenants and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring PartiesParent, release any Person from, from or waive any provision of, of any confidentiality or standstill agreement relating to which such Transferor Party is a partyor affecting the Company.

No Solicitation or Negotiation. Each of the Transferor Parties The Parent agrees that between the ------------------------------ date of this Agreement and the earlier of (a) the Closing and (b) or the termination of this Agreement, none of neither the Transferor Parties Parent or the Parent Subsidiaries nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Parent or any Transferred Assets Parent Subsidiary or assets of the Parent or any Parent Subsidiary (other than any sale of assets to be sold in the ordinary course of business consistent with past practice) or (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Parent or any Parent Subsidiary, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Parent shall immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications heretofore conducted with any Persons conducted heretofore Person with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Parent shall notify Parent the Company promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Company, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement The Parent agrees not to, and the earlier of (a) the Closing and (b) the termination of this Agreement, to cause each of the Transferor Parties agrees Parent Subsidiary not to, without the prior written consent of the Acquiring PartiesCompany, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Parent or any Parent Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of Unless and until this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreementis terminated or consummated, none of the Transferor Parties nor any of Company, the Members or the Buyer shall, and the Buyer shall ensure that Merger Co 1 and Merger Co 2 shall not, suffer or permit their respective Affiliatesdirectors, officers, managersstockholders, membersemployees, representatives representatives, agents, investment bankers, advisors, accountants or agents will (i) attorneys, to initiate or solicit, initiatedirectly or indirectly, considerany inquiries or the making of any offer or proposal that constitutes or would be reasonably expected to lead to a proposal or offer (other than as expressly contemplated by this Agreement) for a stock purchase, encourage asset acquisition, merger, consolidation or other business combination involving any of the Company, the Buyer, Merger Co 1 or Merger Co 2 or any proposal to acquire in any manner a direct or indirect substantial equity interest in, or all or any substantial part of the assets of, Company, the Buyer, Merger Co 1 or Merger Co 2 (an “Alternative Proposal”) from any person and/or entity, or engage in negotiations or discussions relating thereto or accept any Alternative Proposal, or make or authorize any statement, recommendation or solicitation in support of any Alternative Proposal. The Company and the Members on the one hand, and the Buyer on the other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion hand, shall notify the other orally and in writing of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any receipt of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal inquiries, offers or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and proposals (including the terms and conditions of any such offer or proposal, offerthe identity of the person and/or entity making it and a copy of any written Alternative Proposal), inquiry as promptly as practicable and in any event within 48 hours after the receipt thereof, and shall keep the other parties informed of the status and details of any such inquiry, offer or proposal. The Company, Members and the Buyer shall immediately terminate any existing solicitation, activity, discussion or negotiation with any person and/or entity hereafter conducted by them or by any officer, employee, director, stockholder or other contact. Between representative thereof with respect to the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyforegoing.

No Solicitation or Negotiation. Each of the Transferor Parties Parent and the Sellers jointly and severally agrees that between that, except as may be required by applicable law, until the date of this Agreement and the earlier is terminated, it shall not, directly or indirectly, through any officer, director, agent or representative of it or its Subsidiaries or otherwise, (a) the Closing and (b) the termination of this Agreementsubmit, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, considerencourage or discuss any bid, encourage proposal or offer from any Person or enter into any Contract or accept any other proposals or offers from any Person (A) offer relating to or to consummate any acquisition (i) reorganization, liquidation, dissolution or purchase of all or any portion recapitalization of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or Seller; (ii) participate in merger or consolidation involving the Seller; (iii) purchase or sale of any discussionsof the assets or capital stock, conversationsOptions, negotiations and stock appreciation rights, phantom stock options or other communications regardingsimilar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of the Seller (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving the Seller or its assets; or (v) acquisition by the Seller of other businesses, whether by the purchase of assets or capital stock of another Person, (b) engage in discussions or negotiations with any Person other than the Purchaser with respect to, furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, in or facilitate or encourage in any other manner any effort or attempt by any other Person to do or seek to do any of the foregoing. Between , or (c) accept any competing offer or proposal prior to the date expiration of the period described in this Agreement Section 6.3; provided however, nothing herein shall limit or restrict in any way the Seller from communicating with its legal, accounting and other professional advisors or lenders for the earlier purpose of (a) facilitating the Closing and (b) the termination of transactions contemplated by this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent promptly the Purchaser immediately if any such proposal or offer, or Person makes any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and to the terms and conditions Sellers or, to the Sellers’ knowledge, any other Person for the purpose of such proposal, offer, inquiry effectuating one or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each more of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyforegoing transactions.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and (a) Until the earlier of (aA) the Closing and or (bB) the valid termination of this AgreementAgreement (the “Exclusivity Period”), none of the Transferor Parties neither Credence nor any of its Affiliates shall (nor will they permit, as applicable, any of their respective Affiliates, officers, managersdirectors, members, stockholders, agents, representatives or agents will affiliates to), directly or indirectly, take any of the following actions with any party other than Newco and its designees: (i) solicit, initiate, consider, participate in or encourage any negotiations or accept any other proposals or offers from any Person (A) relating discussions with respect to any acquisition offer or purchase of all proposal to acquire the Business, the Purchased Assets or any portion of the Transferor Interests Business (a “Competing Transaction”), or effect any Competing Transaction, (ii) disclose any information not customarily disclosed to any person concerning Credence or any Transferred of its Subsidiaries, the Purchased Assets or the Business or afford to any person or entity access to its properties, books or records, other than in the ordinary course of their business, (Biii) assist or cooperate with any person to make any proposal regarding a Competing Transaction, or (iv) enter into any mergeragreement for a Competing Transaction or consummate a Competing Transaction with any person. (b) In the event that Credence or any of its Affiliates shall receive any offer or proposal, consolidationdirectly or indirectly, business combinationwith respect to a Competing Transaction, recapitalization, reorganization or other extraordinary business transaction involving any request for disclosure or otherwise relating access pursuant to the Business or clause (ii) participate in above, Credence or such Affiliate shall immediately inform Newco as to the existence of any discussions, conversations, negotiations such offer or proposal (including any offers or proposals relating to a financing of Credence) and other communications regarding, or furnish to any other Person will cooperate with Newco by furnishing any information with respect it may reasonably request, including, but not limited to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any the name of the foregoing. Between the date of this Agreement party making such offer or proposal, all written documentation relating to such offer or proposal and the earlier of (a) the Closing and (b) the termination of this Agreement, each a summary of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any principal terms of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such offer or proposal or offer, or any inquiry or other contact with any Person with respect thereto, that is not made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partywriting.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of the Transferor Parties neither Seller nor any of their its respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all of the capital stock of Seller (or a controlling portion of such stock) or assets of Seller, (ii) to enter into any business combination with Seller or (iii) relating to any acquisition or purchase of all or any portion of the Transferor Interests Assets or any Transferred Assets assets related to the Business, or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (iib) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentPurchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller agrees not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between Between the date of this Agreement hereof and the earlier of (a) the Initial Closing and (b) the termination of this AgreementDate, none of the Transferor Parties Sellers will (nor will the Sellers permit any of their respective Affiliates, the Sellers' officers, managersdirectors, membersgeneral partners, representatives employees, agents, Representatives or agents will affiliates to) directly or indirectly, take any of the following actions with any person other than Buyer: (i) solicit, initiate, consider, entertain or encourage or accept any other proposals or offers from from, or conduct discussions with or engage in negotiations with any Person (A) person relating to any possible acquisition of any of the Partnerships or any of the Interests (whether by way of merger, purchase of all equity or ownership interests, purchase of assets or otherwise) or any material portion of the Transferor Interests its or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or their assets; (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any provide information with respect to it or any of the Partnerships to any person, other than to Buyer, relating to, or otherwise cooperate in any way, assist or participate inwith, facilitate or encourage any effort or attempt by any other Person such person to seek which the Sellers (or any of them) has knowledge, to do acquire any of the foregoingPartnerships or any of the Interests (whether by way of merger, purchase of equity or ownership interest, purchase of assets or otherwise) or any portion of its or their assets; or (iii) enter into any agreement with any person providing for the possible acquisition of any of the Partnerships or any of the Interests (whether by way of merger, purchase of equity or ownership interest, purchase of assets or otherwise), or any portion of its or their assets. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementIn addition, each of the Transferor Parties immediately shall cease Sellers also agrees that, unless and cause to until this Agreement is terminated in accordance with its terms, it will not commence, be terminated all existing discussionsinvolved in, conversationsor take any actions in furtherance of, negotiations and other communications with any Persons conducted heretofore with respect to any the process of becoming a public company through an initial public offering. Notwithstanding the foregoing. Between , nothing in this Section 4.7 shall restrict or be deemed to restrict the Sellers, between the date of this Agreement hereof and the earlier Initial Closing, from offering and selling limited partnership interests in the Partnerships to potential new limited partners in the ordinary course of (a) the Closing business and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact consistent with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partypast practices.

No Solicitation or Negotiation. Each of the Transferor Parties ITTI agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this the Agreement, none of ITTI or any of its Subsidiaries (including the Transferor Parties Brake Companies and the Asset Sellers) nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person person (Ai) relating primarily to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of any Brake Company or assets of the Asset Sellers or any Transferred Assets or portion of the Business (Bother than Inventory to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with any Seller or Brake Company in connection with the Business or (iii) to enter into any other extraordinary business transaction principally involving or otherwise relating principally to any Brake Company or any portion of the Business Business, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties ITTI immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties ITTI shall notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity shall notify Purchaser of the Person making such proposal, offer, inquiry or contact and the principal terms and conditions of such proposalthereof. ITTI agrees not to, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, to cause each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person person from, or waive any 113 105 provision of, any confidentiality or standstill agreement to which such Transferor Party ITTI, any Brake Company or any Asset Seller, in connection with the Business, is a party.

No Solicitation or Negotiation. Each of the Transferor Parties The Company agrees that between the date of this Agreement and the earlier of (ai) the Closing Effective Time and (bii) the termination of this Agreement, none of the Transferor Parties Company, and its Subsidiaries nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Subsidiary (other than the exercise or conversion of outstanding options) or assets of the Company or any Subsidiary (Bother than inventory to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with the Company or any Subsidiary or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify Parent Apro promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentApro, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement The Company agrees not to, and the earlier of (a) the Closing and (b) the termination of this Agreement, to cause each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesApro, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties The Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Seller, the Company, the Subsidiaries or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Acquired Subsidiary or substantially all of the assets of the Company or any Acquired Subsidiary (other than the Distributed Subsidiaries), (B) to enter into any merger, consolidationconsolidation or other business combination involving or otherwise relating to the Company, any Acquired Subsidiary or the business combination, of the Company or the Acquired Subsidiaries or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company or any Acquired Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Seller agrees not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Acquired Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Seller or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of Seller, the Transferor Parties nor Selling Companies, the Business Subsidiaries or any of their respective Affiliates, officers, managersdirectors, members, representatives Representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests Business or any Transferred Assets Business Subsidiary (other than inventory to be sold in the ordinary course of business consistent with past practice) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or any Business Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Buyer promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Seller agrees not to, and to cause the date of this Agreement Selling Companies and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Business Subsidiaries not to, without the prior written consent of the Acquiring PartiesBuyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is Seller, the Selling Companies or the Business Subsidiaries are a party.

No Solicitation or Negotiation. Each of Parent, Seller and the Transferor Parties agrees Company agree that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of neither Parent, Seller, nor the Transferor Parties Company, nor any of their respective Affiliates, officers, managers, members, representatives Affiliates or agents Representatives will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aother than Purchaser) (i) relating to any acquisition or purchase of all or any portion of the Transferor Interests Company or any Transferred Assets or the Wire Harness Business, (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination or other extraordinary business transaction involving transaction, except as would not have a Material Adverse Effect or otherwise relating as would not materially impair or delay the ability of Parent, Seller and the Company to perform their respective obligations under this Agreement, or (iii) release any Person from, or waive any provision of, any confidentiality agreement that relates to the Business Company or the Wire Harness Business, or (iib) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person (other than Purchaser) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement Parent, Seller and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement Parent, Seller and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company shall notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentPurchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the principal terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of Seller and the Transferor Parties General ------------------------------ Partner agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of the Transferor Parties nor Sellers, the General Partner, any of the Companies or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock or other equity interests of any of the Companies or assets of any of the Companies or any Transferred Assets or of the Purchased Assets, (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business or the Assets or (iib) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, in facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement The Sellers immediately shall, and the earlier of (a) the Closing and (b) the termination of this Agreement, shall cause each of the Transferor Parties immediately shall Companies to, cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement The Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties General Partner shall notify Parent Buyer promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement Each Seller and the earlier of (a) the Closing General Partner agrees not to, and (b) the termination of this Agreement, agrees to cause each of the Transferor Parties agrees Companies not to, without the prior written consent of the Acquiring PartiesBuyer, release any Person from, or waive any provision provisions of, any confidentiality or standstill agreement to which such Transferor Party any Seller or any of the Companies is a party.