Common use of No Solicitation Clause in Contracts

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall not, and shall cause its Representatives not to, directly or indirectly: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. (a) Each Stockholder hereby covenants of CCT and agrees thatFSIC shall, from and after shall cause its respective Affiliates, Consolidated Subsidiaries, and its and each of their respective officers, directors, trustees, managers, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to, or that are intended to or could reasonably be expected to lead to, a Takeover Proposal, and demand the date hereof until immediate return or destruction (which destruction shall be certified in writing to CCT or FSIC, as applicable) of all confidential information previously furnished to any Person (other than CCT, FSIC or their respective Affiliates or Representatives) with respect to any Takeover Proposal. Prior to the Termination DateEffective Time, except as expressly contemplated by this Proxy subject to Section 7.7 in the case of CCT and AgreementSection 7.8 in the case of FSIC, such Stockholder each of CCT and FSIC shall not, and shall cause its respective Affiliates, Consolidated Subsidiaries and its and their respective Representatives not to, directly or indirectly: (i) directly or indirectly solicit, initiate, propose induce, encourage or induce take any other action (including by providing information) designed to, or which could reasonably be expected to, facilitate any inquiries or the making, making or submission or announcement implementation of any proposal or offer (including any proposal or offer to its stockholders) with respect to any Takeover Proposal; (ii) approve, publicly endorse or recommend or enter into any agreement, arrangement, discussions or understandings with respect to any Takeover Proposal (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) or enter into any Contract or understanding (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) requiring it to abandon, terminate or fail to consummate, or that is intended to or that could reasonably be expected to result in the abandonment of, termination of or knowingly encouragefailure to consummate, the Merger or any other Transaction; (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Person (other than FSIC, CCT or their respective Affiliates or Representatives) any information with respect to, or take any other action to facilitate or assist, in furtherance of any offer, inquiry, indication inquiries or the making of interest or any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would could reasonably be expected to lead to, an Acquisition any Takeover Proposal; (viv) enter into publicly propose or publicly announce an intention to take any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transactionthe foregoing actions; or (viv) authorize or commit to do grant any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating approval pursuant to any Takeover Statute to any Person (other than FSIC, CCT or engaging in discussions their respective Affiliates) or negotiations with; with respect to any transaction (other than the Transactions) or (y) (1) furnishing waiver or release under any non-public information relating to the Company standstill or any similar agreement with respect to equity securities of its Subsidiaries to, CCT or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebyFSIC. (b) Each Stockholder will of CCT and FSIC shall as promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror as reasonably informed, on a prompt basis practicable (and in any event within 24 hours)twenty-four (24) hours after receipt) (i) notify the other party in writing of any request for information or any Takeover Proposal and the terms and conditions of such request, Takeover Proposal or inquiry (including the identity of the Person (or group of Persons) making such request, Takeover Proposal or inquiry) and (ii) provide to the other party copies of any written materials received by CCT or FSIC or their respective Representatives in connection with any of the foregoing, and the identity of the Person (or group of Persons) making any such request, Takeover Proposal or inquiry or with whom any discussions or negotiations are taking place. Each of CCT and FSIC agrees that it shall keep the other party informed on a reasonably current basis of the status and the material terms of, any developments regarding, and conditions (including amendments or proposed amendments) of any such Acquisition request, Takeover Proposal (including or inquiry and keep the other party informed on a reasonably current basis of any amendments thereto) information requested of or provided by CCT or FSIC and as to the status of all discussions or negotiations with respect to any such discussions request, Takeover Proposal or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectioninquiry.

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from and after Prior to the date hereof until the Termination Expiration Date, except each Shareholder (in its capacity as expressly contemplated by this Proxy and Agreement, such Stockholder a shareholder of the Company) shall not, and shall cause (if applicable) each of its Affiliates and its and their respective directors, officers or employees not to, and shall use its reasonable best efforts to cause its and their other Representatives not to, directly or indirectly: , (i) solicit, initiate, propose or induce the making, submission or announcement ofknowingly encourage, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication expression of interest interest, proposal, offer or proposal request for information that constitutes or would reasonably be expected to lead to or result in an Acquisition Proposal; , or the making or consummation thereof, (iiiii) participate or engage in discussions or negotiations with other than to inform any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons the existence of the provisions contained in this Section 3.3); (iv) approve2.1, endorse enter into, continue or recommend otherwise participate in any offerdiscussions or negotiations regarding, or furnish to any Person any information in connection with, or enter into any Contract or other agreement or understanding with respect to, any Acquisition Proposal or any inquiry, indication expression of interest interest, proposal, offer or proposal request for information that constitutes, or would reasonably be expected to lead to, to or result in an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (viiii) authorize resolve or commit agree to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, provided that nothing herein shall prohibit any Stockholder Shareholder or any of its Affiliates or Representatives from taking participating in any action which discussions or negotiations with respect to such Shareholder’s willingness to enter into a voting agreement in connection with an Acquisition Proposal to the extent that the Company is becomes permitted to take the actions set forth in compliance with clause (i) and clause (ii) of Section 5.4 of the Merger Agreement, including, from the date 5.02(b) of the Merger Agreement until with respect to such Acquisition Proposal. Other than subject to the Company’s receipt of Requisite Stockholder Approval proviso in the foregoing sentence, from and following after the execution and delivery of an Acceptable Confidentiality this Agreement, each Shareholder shall, and shall cause (xif applicable) participating or engaging in each of its Affiliates and direct its and their respective Representatives to immediately cease and cause to be terminated all existing discussions or negotiations with; or (y) (1) furnishing with any non-public information relating Person conducted heretofore with respect to the Company any Acquisition Proposal or any inquiry, expression of its Subsidiaries tointerest, proposal, offer or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives request for information that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is would reasonably likely be expected to lead to a Superior or result in an Acquisition Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from Prior to the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. ThereafterExpiration Date, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis Shareholder shall promptly (and in any event within 24 hours), hours following the date of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments theretoreceipt) advise Parent and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder Company in writing in the event that it or any of its Affiliates, any of its or its Affiliates’ officers, directors or employees or, to the Shareholders’ knowledge, any of its or its Affiliates’ other Representatives relating receives any Acquisition Proposal, and in connection with such notice, provide to Parent and the Company the material terms and conditions (including the identity of the third party making any such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder , indication or request, and copies of any related documentation, including any related financing commitments) of any such Acquisition Proposal. (c) For purposes of this Agreement, the term “Affiliate” shall have the meaning assigned to it in the Special Committee satisfies that Stockholder’s obligation to provide notice to Merger Agreement; provided, that, for the avoidance of doubt, the Company under this subsectionshall not be deemed to be an Affiliate of any of the Shareholders.

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from From and after the date hereof until this Agreement shall have been validly terminated in accordance with Section 5.2, Stockholder, solely in its capacity as a stockholder of the Termination DateCompany, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall not, and shall cause not authorize or permit any of its Representatives to and it shall direct its Representatives not to, directly or indirectly: indirectly (iother than with respect to Parent, Acquirer, Merger Sub and Merger Sub II), (A) solicit, assist, initiate, propose or propose, induce the making, submission or announcement ofof or otherwise knowingly encourage or facilitate any inquiries, proposals or offers that constitute, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is would reasonably be expected to constitute or lead to, an Acquisition Proposal; , (iiB) authorize, engage in, continue or otherwise participate in any discussions or negotiations with any Third Party regarding any inquiries, proposals or offers that constitute, or that would reasonably be expected to constitute or lead to, an Acquisition Proposal, (C) furnish to any Person Third Party any information or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford provide to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) Third Party access to the businessbusinesses, properties, assets, books, records or other non-public information, or to any personnel, personnel of the Company or any of its Subsidiaries, in each case for the purpose of encouraging or facilitating any such case in connection with any Acquisition Proposal inquiries, proposals or with the intent to induce the making, submission or announcement ofoffers that constitute, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (vD) approve, endorse or recommend an Acquisition Proposal, or publicly propose to accept, approve, endorse or recommend any publicly announced Acquisition Proposal or (E) approve, recommend or enter into into, or propose to approve, recommend or enter into, any letter of intent, memorandum of understanding, merger agreement, acquisition agreement agreement, or other similar Contract (whether written, oral, binding or non-binding) relating with respect to an Acquisition Proposal or Acquisition TransactionProposal; or (viF) authorize propose, resolve, authorize, agree or commit to do any of the foregoing; provided, that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, solely to the foregoing, nothing shall prohibit any Stockholder extent the Company or its Representatives from taking any action which the Company is permitted to take certain actions set forth in compliance with Section 5.4 of the Merger Agreement, including, from the date 6.02 of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging participate in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis may (and may permit its Affiliates and Representatives to) take such actions and participate in discussions and negotiations with any event within 24 hours), of the status and terms of, any developments regarding, any Person making an Acquisition Proposal (or its Representatives) with respect to such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder solely to the extent permitted by the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectionCommittee.

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Such Stockholder shall not, and shall cause its Affiliates and its and their respective directors, officers, employees and Representatives not to, and shall not publicly announce any intention to, directly or indirectly: indirectly (ia) solicit, initiate, propose facilitate or induce knowingly encourage (including by way of providing information) the making, submission or announcement ofof any inquiries, proposals or knowingly encourage, facilitate offers that constitute or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is may reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group Takeover Proposal, (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as suchb) provide any non-public information relating to such Stockholder, its Covered Shares or concerning the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public informationrelated to, or to any personnel, of the Company person or group (or any of its SubsidiariesRepresentative thereof) who may reasonably be expected to make, any Takeover Proposal or any inquiry or proposal relating thereto, (c) engage in any such case in connection discussions or negotiations with respect to any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest proposal or proposal offer that constitutes or would may reasonably be expected to lead to an Acquisition a Takeover Proposal; , (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (ivd) approve, support, adopt, endorse or recommend any offerTakeover Proposal or any Acquisition Agreement relating thereto, inquiry, indication of interest (e) otherwise cooperate with or proposal that constitutesassist or participate in, or would reasonably be expected to lead toknowingly facilitate, an Acquisition Proposal; (v) enter into any letter of intentsuch inquiries, memorandum of understandingproposals, merger agreementoffers, acquisition agreement discussions or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; negotiations or (vif) authorize resolve or commit agree to do any of the foregoing; provided. Such Stockholder shall, thatand shall cause each of its Representative and Affiliates and its and their respective directors, notwithstanding anything officers and employees to, immediately cease and cause to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in be terminated all existing discussions or negotiations with; with any person or (y) (1) furnishing group conducted heretofore with respect to any non-public information relating to the Company Takeover Proposal, or any of its Subsidiaries to, inquiry or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives proposal that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is may reasonably likely be expected to lead to a Superior Takeover Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. (a) Each The Stockholder hereby covenants and agrees that, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall notshall, and shall cause its Representatives affiliates that it controls and its and its controlled affiliates’ respective directors, officers, employees, investment bankers, attorneys, financial and other advisors or other representatives not to, directly or indirectly: , (i) solicit, initiate, propose encourage, or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; , (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries Customers or any designees of their respective Representatives in their capacity as suchCustomers) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries Subsidiaries, or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, books or records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in Subsidiaries to any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement ofPerson (other than Customers), or take any other action intended to knowingly encourage, assist or facilitate or assist, an Acquisition Proposal any inquiries or the making of any offer, inquiry, indication of interest or proposal that constitutes or would could reasonably be expected to lead to an Acquisition Proposal; , (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing to notify such Persons Person as to the existence of the provisions contained in this Section 3.3provision); , (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (v) enter into any letter of intent, memorandum of understanding, merger understanding or other agreement, contract or arrangement contemplating or otherwise relating to an acquisition agreement transaction, otherwise than pursuant to the terms of the Merger Agreement, or (vi) terminate, amend or waive any rights under any “standstill” or other Contract similar agreement between the Stockholder and any Person (whether writtenother than Customers). The Stockholder shall immediately cease any and all existing activities, oraldiscussions or negotiations with any persons (other than Customers and its affiliates and representatives) conducted heretofore with respect to any Acquisition Proposal. Without limiting the generality of the foregoing, binding the Stockholder acknowledges and hereby agrees that any violation of the restrictions set forth in this Section 6 by the Stockholder or non-binding) any representatives of the Stockholder shall be deemed to be a breach of this Section 6 by the Stockholder. The Stockholder shall not enter into any letter of intent or similar document or any agreement contemplating or otherwise relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit unless and until this Agreement is terminated pursuant to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebyterms. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. (a) Each Stockholder hereby covenants During the period commencing with the execution and agrees that, from delivery of this Agreement and after the date hereof continuing until the Termination Dateearlier of the Effective Time and the termination of this Agreement and abandonment of the transactions contemplated by this Agreement pursuant to Article IX, except as expressly contemplated permitted by this Proxy and AgreementSection 7.2, such Stockholder the Company shall not, and shall cause its Subsidiaries and its and their respective directors, executive officers or controlled Affiliates not to, and shall instruct any other Representatives and other employees of the Company or any of its Subsidiaries not to, directly or indirectly: : (i) initiate, solicit, initiatecause, propose or induce knowingly encourage, assist or facilitate any inquiry, proposal or offer with respect to, or the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest proposal or proposal request for information that constitutes or would reasonably be expected to lead to or result in, an Acquisition Proposal; ; (iiiii) engage in, conduct, continue, knowingly facilitate, respond to or otherwise participate or engage in any discussions or negotiations with any Person or Group with respect to an any Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest proposal, offer or proposal request for information that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intentor result in, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or (in each case, other than to (A) request clarification of the terms of an Acquisition Transaction; Proposal to the extent reasonably necessary or (viB) authorize notify the applicable Person or commit to do any Group of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 existence of the Merger Agreement, including, from the date provisions of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (ythis Section 7.2); (1iii) furnishing provide or make available any non-public information relating to or data concerning the Company or any of its Subsidiaries to, to any Person or (2) affording Group or afford to any Person or Group access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to(other than Parent, in each case, Merger Sub or any Person or Group or of their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (anddesignees), in any eventsuch case in connection with any Acquisition Proposal or any inquiry, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if proposal, offer or request for information that would reasonably be expected to lead to, or result in, an Acquisition Proposal is received byProposal; (iv) recommend, authorize, approve, adopt, endorse, declare advisable (or make any non-public information is requested fromstatement recommending, authorizing, approving, adopting, endorsing, declaring advisable) or enter into any Alternative Acquisition Agreement; (v) approve any transaction, or any discussions Person becoming an “interested stockholder,” under Section 203 of DGCL or negotiations are sought to be initiated or continued with, such Stockholder or approve any of its Representatives related transaction (other than with respect to an Acquisition Proposal this Agreement, the transactions contemplated hereby or potential Acquisition Proposal. Such notice must include Parent or its Affiliates); (Avi) grant any waiver, amendment or release under any standstill agreement or Takeover Statute (other than with respect to this Agreement, the identity of transactions contemplated hereby or Parent or its Affiliates); it being understood that the Person automatic termination or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status release of any such discussions standstill agreement arising out of or negotiationsresulting from the execution of this Agreement or the consummation of the transactions contemplated hereby shall be deemed not a breach of this Section 7.2(a)(vi); or (vii) resolve, including by providing copies of all written materials sent agree, authorize or commit to or from such Stockholder or do any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectionforegoing.

No Solicitation. (a) Each Stockholder hereby covenants and agrees thatExcept as set forth in Section 6.7(b), from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall notnone of Company nor any of its Subsidiaries shall, and each of them shall cause its Representatives respective officers, directors, employees, agents, investment bankers, financial advisors, attorneys, accountants and other retained representatives (each a “Representative”) not to, directly or indirectly: indirectly (i) solicit, initiate, propose encourage, knowingly facilitate (including by way of providing information) or induce any inquiry, proposal or offer with respect to, or the making, submission making or announcement completion of, any Acquisition Proposal, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest proposal or proposal offer that constitutes, or is reasonably expected likely to lead to, an to any Acquisition Proposal; , (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person or Group “group” (other than Acquiror, its Subsidiaries or any of their respective Representatives as such term is defined in their capacity as suchSection 13(d) under the Exchange Act) any non-public confidential or nonpublic information relating with respect to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assistwith, an Acquisition Proposal Proposal, (iii) take any other action to knowingly facilitate any inquiries or the making of any offer, inquiry, indication of interest or proposal that constitutes or would may reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend, or propose to approve, endorse or recommend any offerAcquisition Proposal or any agreement related thereto, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement contemplating or other Contract (whether written, oral, binding or non-binding) otherwise relating to an any Acquisition Transaction or Acquisition Proposal or Acquisition Transaction; or (other than any confidentiality agreement required by Section 6.7(b)), (vi) authorize enter into any agreement or commit agreement in principle requiring, directly or indirectly, Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (vii) propose or agree to do any of the foregoing; provided, that, notwithstanding . (b) Notwithstanding anything to the contrary in the foregoingSection 6.7(a), nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the if Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a receives an unsolicited bona fide written Acquisition Proposal after by any Person or “group” (as such term is defined in Section 13(d) under the date of the Merger Agreement Exchange Act) that did not result from or arise in connection with a material breach of this Section 5.4(a) of the Merger Agreement, in each case, if 6.7 at any time prior to the Company and Shareholders’ Meeting that the Board of Directors of Company Special Committee has reasonably determined in good faith (after consultation with its Company’s financial advisor advisors and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal to constitute or is to be reasonably likely to lead to result in a Superior Proposal. Each Stockholder hereby represents , Company and warrants its Representatives may take any action described in Section 6.7(a)(ii) above to the extent that the Board of Directors of Company has reasonably determined in good faith (after consultation with Company’s outside legal counsel), that the failure to take such Stockholder action would cause it to violate its fiduciary duties under applicable Law; provided, that, prior to taking any such action, Company has read obtained from such Person or “group” (as such term is defined in Section 5.4 13(d) under the Exchange Act) an executed confidentiality agreement containing terms substantially similar to, and no less favorable to Company than, the terms of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebyConfidentiality Agreement. (bc) Each Stockholder will As promptly as practicable (and, but in no event more than 48 hours) following receipt of any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential any request for nonpublic information or inquiry that would reasonably be expected to lead to any Acquisition Proposal. Such notice must include (A) the identity , Company shall advise Purchaser in writing of the Person or Group making such receipt of any Acquisition Proposal, request or seeking of discussions or negotiations; inquiry and (B) a summary of the material terms, terms and conditions or other aspects of such Acquisition Proposal, request or seeking inquiry, shall promptly provide to Purchaser a copy of the Acquisition Proposal, request or inquiry (including the identity of the Person or “group” (as such term is defined in Section 13(d) under the Exchange Act) making the Acquisition Proposal) and shall keep Purchaser promptly apprised of any related developments, discussions and negotiations (including providing Purchaser with a copy of all material documentation and correspondence relating thereto which may require Company to obtain the consent of the Person making such offer or proposal under an effective confidentiality agreement) on a current basis. Company agrees that it shall concurrently provide to Purchaser any information concerning Company that may be provided (pursuant to Section 6.7(b)) to any other Person or “group” (as such term is defined in Section 13(d) under the Exchange Act) in connection with any Acquisition Proposal which has not previously been provided to Purchaser. (d) Notwithstanding anything herein to the contrary, at any time prior to the Company Shareholders’ Meeting, the Board of Directors of Company may withdraw its recommendation of the Merger Agreement, thereby resulting in a Change in the Company Recommendation, if and only if (x) from and after the date hereof, Company has complied with Sections 6.3 and 6.7, and (y) the Board of Directors of Company has reasonably determined in good faith, after consultation with Company’s financial advisors and outside legal counsel, that the taking of such action is reasonably necessary in order for the Board of Directors of Company to comply with its fiduciary duties under applicable Law; provided, that the Board of Directors of Company may not effect a Change in the Company Recommendation unless: (i) Company shall have received an unsolicited bona fide written Acquisition Proposal and the Board of Directors of Company shall have concluded in good faith (after consultation with Company’s financial advisors and outside legal counsel) that such Acquisition Proposal is a Superior Proposal, after taking into account any amendment or modification to this Agreement agreed to or proposed by Purchaser; (ii) Company shall have provided prior written notice to Purchaser at least three business days in advance (the “Notice Period”) of taking such action, which notice shall advise Purchaser that the Board of Directors of Company has received a Superior Proposal, specify the material terms and conditions of such Superior Proposal (including the identity of the Person or “group” (as such term is defined in Section 13(d) under the Exchange Act) making the Superior Proposal); (iii) during the Notice Period, Company shall, and shall cause its financial advisors and outside counsel to, negotiate with Purchaser in good faith (to the extent Purchaser desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal; and (iv) the Board of Directors of Company shall have concluded in good faith (after consultation with Company’s financial advisors and outside legal counsel) that, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications offered or agreed to by Purchaser, if any, that such Acquisition Proposal continues to constitute a Superior Proposal. If during the Notice Period any revisions are made to the Superior Proposal and such revisions are material, Company shall deliver a new written notice to Purchaser and shall again comply with the requirements of this Section 6.7(d) with respect to such new written notice, except that the new Notice Period shall be two business days. In the event the Board of Directors of Company does not make the determination referred to in clause (iv) of this paragraph and thereafter seeks to effect a Change in the Company Recommendation, the procedures referred to above shall apply anew and shall also apply to any subsequent Change in the Company Recommendation. (e) Company and its Subsidiaries shall, and shall cause their respective Representatives to, (i) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations and, if in writing, a copy thereof and with any Persons conducted heretofore with respect to any Acquisition Proposal; (ii) request the prompt return or destruction of all written materials received confidential information previously furnished in connection therewith. Thereafter; and (iii) not terminate, each Stockholder must keep the Company and Acquiror reasonably informedwaive, on a prompt basis (and in amend, release or modify any event within 24 hours), provision of the status and terms of, any developments regarding, confidentiality or standstill agreement relating to any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions to which it or negotiations, including by providing copies of all written materials sent to or from such Stockholder Company or any of its Subsidiaries or Representatives relating is a party, and enforce the provisions of any such agreement. (f) Nothing contained in this Agreement shall prevent Company or its Board of Directors from making any disclosure to such Acquisition Proposal. The parties acknowledge Company shareholders if the Board of Directors of Company (in its good faith judgement and after consultation with Company’s outside legal counsel) concludes that notice provided by each Stockholder its failure to do so would cause it to violate its fiduciary duties under applicable Law; provided, that this Section 6.7(f) will in no way eliminate or modify the Special Committee satisfies effect that Stockholder’s obligation to provide notice to the Company any action taken pursuant hereto would otherwise have under this subsectionAgreement. (g) As used in this Agreement:

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from From and after the date hereof Agreement Date until the Termination DateClosing or termination of this Agreement pursuant to Article VIII, except as expressly contemplated neither the Company nor any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by this Proxy and Agreement, such Stockholder shall not, and shall cause its Representatives not any of them (all of the foregoing collectively being the “Company Representatives”) to, directly or indirectly: , (i) solicit, initiate, propose seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, of any offer, inquiry, indication expression of interest interest, proposal or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (vii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement intent or any other Contract (whether written, oral, binding contemplating or non-binding) otherwise relating to an any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or Acquisition Transaction; or (vi) authorize or commit to do any Subsidiary. Each of the foregoing; providedCompany and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, thatdiscussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, notwithstanding anything to the contrary whether in the foregoinghis or her capacity as such or in any other capacity, nothing shall prohibit any Stockholder or its Representatives from taking takes any action which that the Company is permitted obligated pursuant to take in compliance with this Section 5.4 of the Merger Agreement6.1 to cause such Company Representative not to take, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to then the Company or any shall be deemed for all purposes of its Subsidiaries to, or (2) affording access this Agreement to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of have breached this Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby6.1. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. (a) Each Stockholder hereby covenants and agrees thatDuring the Term, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such each Signatory Stockholder shall not, and nor shall cause it permit or authorize any of its Representatives not officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly: (i) solicit, initiate, propose any inquiries regarding or induce the making, submission or announcement of, any Extraordinary Transaction, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly encourage, facilitate or assist, the making of any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would may reasonably be expected to lead to, an Acquisition Proposal; any Extraordinary Transaction or (viii) enter into any letter agreement with respect to any Extraordinary Transaction or approve or resolve to approve any Extraordinary Transaction. Upon execution of intentthis Agreement, memorandum of understandingeach Signatory Stockholder shall, merger agreementand it shall cause its Representatives to, acquisition agreement immediately cease any existing activities, discussions or other Contract (whether written, oral, binding or non-binding) relating negotiations with any parties conducted heretofore with respect to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Signatory Stockholder will promptly notify Parent of the existence of any proposal, discussion, negotiation or inquiry received by such Signatory Stockholder, and each Signatory Stockholder will immediately communicate to Parent the terms of any proposal, discussion, negotiation or inquiry which it may receive (andand will promptly provide to Parent copies of any written materials received by it in connection with such proposal, in any eventdiscussion, within 36 hours from the receipt thereofnegotiation or inquiry) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request proposal or seeking of discussions inquiry or negotiations; and (B) a summary of the material terms, conditions engaging in such discussion or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectionnegotiation.

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall notThe Company shall, and shall cause its Representatives not toSubsidiaries and its and their respective directors, directly or indirectly: officers, employees, agents and advisors (ithe “Representatives”) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, to immediately cease and cause to be terminated any offer, inquiry, indication of interest or proposal existing discussions with any Person that constitutes, or is reasonably expected relate to lead to, an any Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror. The Company also shall, and shall cause its Subsidiaries or any of and its and their respective Representatives promptly to request each Person that has received confidential information in their capacity as such) any non-public information relating connection with a possible Acquisition Proposal to such Stockholder, its Covered Shares or return to the Company or any of its Subsidiaries destroy all confidential information heretofore furnished to such Person by or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, on behalf of the Company or any of its Subsidiaries. (b) From the date of this Agreement until the Effective Time or, if earlier, the valid termination of this Agreement in any such case in connection accordance with any Acquisition Proposal its terms, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to, directly or with the intent to indirectly, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication Acquisition Proposal; (ii) furnish any information regarding the Company or any of interest its Subsidiaries to any Person in connection with or proposal that constitutes or would reasonably be expected to lead in response to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3)Proposal; (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement intent or other Contract (whether written, oral, binding similar document or non-binding) any contract contemplating or otherwise relating to an any Acquisition Proposal or Acquisition TransactionProposal; or (vi) authorize amend the Company Rights Agreement or commit redeem the rights thereunder or grant any approval pursuant to do any Section 203 of the foregoing; providedDGCL or release or permit the release of any Person from, thator to waive or permit the waiver of any provisions of, notwithstanding anything any confidentiality, “standstill,” or similar agreement to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company or any of its Subsidiaries is permitted a party or under which the Company or any of its Subsidiaries has any rights provided, however, that prior to take in compliance with the Acceptance Date, this Section 5.4 of 6.10 shall not prohibit the Merger AgreementCompany from furnishing nonpublic information regarding the Company or its Subsidiaries to, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing , any non-public information Person in response to an unsolicited bona fide written proposal relating to an Acquisition Proposal that is submitted to the Company or any of its Subsidiaries toby such Person (and not withdrawn) and that, or (2) affording access to in the business, properties, assets, books, records or other non-public information, or to any personnel, good faith judgment of the Company or any Company’s Board of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith Directors (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal ), is, or is reasonably likely to lead to result in, a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 Offer, if (w) neither the Company nor any of its Subsidiaries or their respective Representatives shall have breached any of the Merger Agreement and agrees not to facilitate or participate provisions set forth in this Section 6.10 in any actions prohibited thereby. respect; (bx) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify Board of Directors of the Company and Acquiror also determines in writing if an Acquisition Proposal good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action is received by, inconsistent with the Board of Director’s fiduciary duties to the Company’s stockholders under applicable Law; (y) at least three (3) Business Days prior to furnishing any non-public such nonpublic information is requested fromto, or any entering into discussions or negotiations are sought to be initiated or continued with, such Stockholder Person, the Company gives Parent written notice of the identity of such Person and of the Company’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person, and the Company receives from such Person an executed confidentiality agreement containing limitations on the use or disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of the Company no less favorable to the Company than the provisions of the form of confidentiality agreement attached as Annex III; and (z) the Company concurrently provides or makes available to Parent copies of all nonpublic information provided to such Third Party. Without limiting the generality of the foregoing, the Company acknowledges and agrees that, in the event any Representative (whether or not such Representative is purporting to act on behalf of the Company or any of its Subsidiaries) takes any action that, if taken by the Company, would constitute a breach of this Section 6.10 by the Company, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 6.10 by the Company for purposes of this Agreement. (c) If the Company or any of its Subsidiaries or their respective Representatives with respect to receives an Acquisition Proposal or potential any request for nonpublic information at any time, then the Company shall promptly (and in no event later than 24 hours after receipt of such Acquisition Proposal. Such notice must include (A) advise Parent orally and in writing of such Acquisition Proposal, the identity of the Person making or Group making submitting such Acquisition Proposal and the terms thereof, and shall promptly provide Parent with any written materials received by the Company in connection with such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must The Company shall keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and Parent fully informed with respect to the status of any such discussions Acquisition Proposal and any modification or negotiations, including by providing copies of all proposed modification thereof and shall provide Parent with any written materials sent received by the Company in connection with any such modification or proposed modification. (d) Nothing contained in this Agreement shall prohibit the Company from issuing a “stop-look-and-listen communication” pursuant to Rule 14d-9(f) promulgated under the Exchange Act or taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from such Stockholder or making any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder disclosure to the Special Committee satisfies Company’s stockholders as otherwise required under applicable Law; provided, however, that Stockholder’s obligation to provide notice to Company shall not make any Change in the Company under this subsectionOffer Recommendation or Change in Company Board Recommendation except as expressly permitted in Section 1.2(a) or Section 5.2(b) hereof.

No Solicitation. (a) Each Stockholder hereby covenants During the Interim Period, in order to induce the other parties to continue to commit to expend management time and agrees thatfinancial resources in furtherance of the transactions contemplated hereby, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder Seller shall not, and shall cause its Representatives not toto not, without the prior written consent of the Company and Purchaser (and, upon execution of the Joinder Agreement, Pubco), directly or indirectly: , (i) solicit, initiateassist, propose initiate or induce knowingly facilitate the making, submission or announcement of, or knowingly intentionally encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; , (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or regarding the Company or any of its Subsidiaries Affiliates or afford their respective businesses, operations, assets, liabilities, financial condition, prospects or employees to any Person person or Group entity or group (other than Acquiror, its Subsidiaries a party to this Exchange Agreement or any of their respective Representatives in their capacity as suchRepresentatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead in response to an Acquisition Proposal; , (iii) engage or participate or engage in discussions or negotiations with any Person person or Group entity or group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesto, or that would reasonably be expected to lead to, an Acquisition Proposal; , (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal or (v) negotiate or enter into any letter of intent, memorandum of understanding, merger agreementagreement in principle, acquisition agreement or other Contract similar agreement related to any Acquisition Proposal. For purposes herein, (whether writteni) an “Acquisition Proposal” means any inquiry, oralproposal or offer, binding or non-binding) any indication of interest in making an offer or proposal, from any person, entity or group at any time relating to an Acquisition Proposal or Acquisition Alternative Transaction; or , and (viii) authorize or commit to do any an “Alternative Transaction” means a transaction (other than the transactions contemplated by the Business Combination Agreement) concerning the sale of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating all or engaging substantially all of the business or assets of the Company and its subsidiaries, taken as a whole (other than in discussions or negotiations with; the ordinary course of business consistent with past practice), or (y) (1) furnishing a majority of the voting power or economic interests of the outstanding equity interests of the Company, in any non-public information relating to case, whether such transaction takes the Company form of a sale of shares or any of its Subsidiaries to, or (2) affording access to the business, propertiesother equity interests, assets, booksmerger, records amalgamation, consolidation, joint venture or other non-public informationpartnership, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebyotherwise. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. After the execution of this Agreement and prior to the Effective Time, the Company agrees that neither it nor any of its Subsidiaries nor any of their respective officers, directors, advisors, agents, accountants, consultants, employees, investment bankers and legal counsel (acollectively, "Representatives") Each Stockholder hereby covenants and agrees that, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall not, and shall cause its Representatives not to, directly or indirectly: (i) solicit, initiate, propose encourage, knowingly facilitate or induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal (as defined in Section 6.1(g)(i)), (ii) participate in any discussions or knowingly encouragenegotiations regarding, or furnish to any Person any nonpublic information with respect to, or take any other action to facilitate any inquiries or assist, the making of any offer, inquiry, indication of interest or proposal that constitutes, constitutes or is may reasonably be expected to lead to, an any Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating Acquisition Proposal, except as to any offerthe existence of these provisions, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesAcquisition Proposal (except to the extent specifically permitted pursuant to Section 6.1(e)), or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition intent or similar document or any contract agreement or other Contract (whether written, oral, binding commitment contemplating or non-binding) otherwise relating to an any Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit any transaction contemplated thereby. The Company shall immediately terminate, and shall cause each of its Subsidiaries and its and their Representatives to do any of the foregoing; providedimmediately terminate, thatall activities, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; negotiations, if any, with any third party with respect to, or (y) (1) furnishing any non-public information relating that could reasonably be expected to lead to or contemplate the possibility of, an Acquisition Proposal. The Company shall promptly request that each person which has heretofore executed a confidentiality agreement with the Company or any of its affiliates or Subsidiaries to, or any of its or their Representatives with respect to such Person's consideration of a possible Acquisition Proposal to promptly return or destroy (2) affording access which destruction shall be certified in writing by such person to the business, properties, assets, books, records or other non-public information, or to any personnel, of Company) all confidential information heretofore furnished by the Company or any of its affiliates or Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its or their Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder person or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectionaffiliates or Subsidiaries or any of its or their Representatives.

No Solicitation. (a) Each Stockholder hereby covenants and agrees thatDuring the Interim Period, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall notCompany will, and shall will cause the Company’s Subsidiaries and instruct its Representatives not to, directly or indirectly: (i) solicitimmediately cease, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assistand cause to be terminated, any offer, inquiry, indication of interest discussion or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to negotiations with any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or conducted heretofore by the Company or any of its Subsidiaries or afford Representatives with respect to a Competing Proposal. (b) During the Interim Period, the Company will not, and will cause the Company’s Subsidiaries and will instruct its Representatives not to, directly or indirectly (i) initiate, solicit or knowingly encourage the making of a Competing Proposal; (ii) engage in any discussions with any Person with respect to a Competing Proposal; (iii) furnish any non-public information regarding the Company or its Subsidiaries, or access to the properties, assets or employees of the Company or its Subsidiaries, to any Person in connection with or Group in response to a Competing Proposal; (iv) enter into any letter of intent or agreement in principal, or other agreement providing for a Competing Proposal (other than Acquirora confidentiality agreement entered as provided in Section 6.3(e)(ii)); or (v) release or permit the release of any Person from, its Subsidiaries or amend, waive or permit the amendment or waiver of any of their respective Representatives in their capacity as such) access provision of, any “standstill” or similar agreement or provision to allow such Person to make or amend a Competing Proposal; provided, however, that notwithstanding anything to the businesscontrary in this Agreement, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its SubsidiariesRepresentatives may, (A) in any response to an unsolicited inquiry or proposal, seek to clarify the terms and conditions of such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest inquiry or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest determine whether such inquiry or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal; a Superior Proposal and (vB) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating in response to an Acquisition Proposal inquiry or Acquisition Transaction; proposal from a third party, inform a third party or (vi) authorize or commit to do any its Representative of the foregoing; providedrestrictions imposed by the provisions of this Section 6.3 (without conveying, thatrequesting or attempting to gather any other information except as otherwise specifically permitted hereunder). (c) During the Interim Period, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 shall advise Parent of the Merger Agreement, including, from receipt by the Company of any Competing Proposal made on or after the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality this Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any request for non-public information or data relating to the Company or any of its Subsidiaries tomade by any Person in connection with a Competing Proposal or any request for discussions or negotiations with the Company or a Representative of the Company relating to a Competing Proposal in each case within twenty-four (24) hours thereof, or and the Company shall provide to Parent (2within such twenty-four (24) affording access hour timeframe) (i) a copy of any such Competing Proposal if made in writing provided to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, or (ii) if any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Competing Proposal is received bymade orally, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a written summary of the material terms, conditions or financial and other aspects terms of such Acquisition Competing Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep Thereafter the Company and Acquiror shall keep Parent reasonably informed, on a prompt basis (and in any event within 24 hours), of informed with respect to the status and material terms of, any developments regarding, of any such Acquisition Competing Proposal (including and any amendments thereto) and material changes to the status of any such discussions or negotiations. (d) Except as permitted by Section 6.3(e), the Company Board, including any committee thereof, agrees it shall not (i) withdraw, qualify or modify, or publicly propose to withdraw, qualify or modify, in a manner adverse to Parent, or fail to affirm without qualification at the request of Parent, the Company Board Recommendation; or (ii) approve, endorse or recommend, or publicly propose or announce any intention to approve, endorse or recommend, any Competing Proposal (the taking of any action described in clauses (i) and (ii) being referred to as a “Company Change of Recommendation”). (e) Notwithstanding anything in this Agreement to the contrary, the Company, directly or indirectly through one or more of its Representatives, may: (i) after consultation with its outside legal counsel, make such disclosures as the Company Board or any committee thereof determines in good faith are necessary to comply with Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or other disclosure required to be made in the Proxy Statement/Prospectus by providing copies applicable U.S. federal securities Laws; provided, however, that neither the Company nor the Company Board shall, except as expressly permitted by Section 6.3(e)(iii) or Section 6.3(f), effect a Company Change of all Recommendation including in any disclosure document or communication filed or publicly issued or made in conjunction with the compliance with such requirements; (ii) prior to the receipt of the Company Stockholder Approval, engage in the activities prohibited by Sections 6.3(b)(i), 6.3(b)(ii) or 6.3(b)(iii) with any Person who has made a written materials sent bona fide Competing Proposal that did not result from a breach of this Section 6.3; provided, however, that (A) prior to taking any such actions, the Company Board or any committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Competing Proposal is, or could reasonably be expected to lead to, a Superior Proposal, (B) no non-public information that is prohibited from being furnished pursuant to Section 6.3(b) may be furnished until the Company receives an executed confidentiality agreement from such Stockholder or any Person containing limitations on the use and disclosure of its Representatives relating non-public information furnished to such Acquisition Proposal. The parties acknowledge Person by or on behalf of the Company that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice are no less favorable to the Company in the aggregate than the terms of the Confidentiality Agreement, as determined by the Company Board in good faith after consultation with its legal counsel (provided, further, that such confidentiality agreement does not contain provisions that prohibits the Company from complying with the provisions of this Section 6.3), and (C) any such non-public information has previously been made available to, or is made available to, Parent prior to or concurrently with (or in the case of oral non-public information only, promptly (and in any event within twenty-four (24) hours) after) the time such information is made available to such Person; (iii) prior to the receipt of the Company Stockholder Approval, in response to a Competing Proposal that did not result from a breach of this Section 6.3, if the Company Board (or any committee thereof) so chooses, cause the Company to effect a Company Change of Recommendation or to terminate this Agreement pursuant to Section 8.1(d), if prior to taking such action (A) the Company Board (or a committee thereof) determines in good faith after consultation with its financial advisors and outside legal counsel that such Competing Proposal is a Superior Proposal (taking into account any adjustment to the terms and conditions of the Merger proposed by Parent in response to such Competing Proposal), (B) the Company Board (or a committee thereof) determines in good faith after consultation with its outside legal counsel that the failure to take such action would be inconsistent with its fiduciary obligations to the Company’s stockholders under applicable Law, and (C) the Company shall have given notice to Parent that the Company has received such proposal, specifying the material terms and conditions of such proposal, and, that the Company intends to take such action, and either (1) Parent shall not have proposed revisions to the terms and conditions of this subsectionAgreement prior to the earlier to occur of the scheduled time for the Company Stockholders Meeting and the fifth (5th) Business Day after the date on which such notice is given to Parent, or (2) if Parent within the period described in the foregoing clause (1) shall have proposed revisions to the terms and conditions of this Agreement in a manner that would form a binding contract if accepted by the Company, the Company Board (or any committee thereof), after consultation with its financial advisors and outside legal counsel, shall have determined in good faith that the Competing Proposal remains a Superior Proposal with respect to Parent’s revised proposal; provided, however, that each time material modifications to the financial terms of a Competing Proposal determined to be a Superior Proposal are made the time period set forth in this clause (C) prior to which the Company may effect a Company Change of Recommendation or terminate this Agreement shall be extended for forty-eight (48) hours after notification of such change to Parent; and (f) Notwithstanding anything in this Agreement to the contrary, prior to receipt of the Company Stockholder Approval, in response to an Intervening Event, the Company may, if the Company Board (or any committee thereof) so chooses, effect a Company Change of Recommendation if prior to taking such action (i) the Company Board (or a committee thereof) determines in good faith after consultation with its outside legal counsel that the failure to take such action would be inconsistent with its fiduciary obligations to the Company’s stockholders under applicable Law, (ii) the Company shall have given notice to Parent that the Company has determined that an Intervening Event has occurred or arisen (which notice will reasonably describe such Intervening Event) and that the Company intends to effect a Company Change of Recommendation, and either (A) Parent shall not have proposed revisions to the terms and conditions of this Agreement prior to the earlier to occur of the scheduled time for the Company Stockholders Meeting and the fifth (5th) Business Day after the date on which such notice is given to Parent, or (B) if Parent within the period described in the foregoing clause (A) shall have proposed revisions to the terms and conditions of this Agreement in a manner that would form a binding contract if accepted by the Company, the Company Board (or any committee thereof), after consultation with its outside legal counsel, shall have determined in good faith that such proposed changes do not obviate the need for the Company Board to effect a Company Change of Recommendation and that the failure to make a Company Change of Recommendation would be inconsistent with its fiduciary obligations to the Company’s stockholders under applicable Law.

No Solicitation. (a) Each Stockholder hereby covenants and agrees thatDuring the Term, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder each Shareholder shall not, and it shall cause its Representatives subsidiaries, officers, directors, employees, counsel, investment bankers, financial advisers, accountants, other representatives and agents (collectively, the "Representatives") not to, directly or indirectly: (i) solicit, initiate, propose or induce the makingencourage, submission directly or announcement ofindirectly (including by way of furnishing information), or knowingly encourage, facilitate or assisttake any other action to facilitate, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal inquiries or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that which constitutes, or would may reasonably be expected to lead to, an Acquisition any Takeover Proposal; , (vii) participate in any discussions or negotiations regarding any Takeover Proposal or (iii) enter into any letter agreement with respect to any Takeover Proposal. Upon execution of intentthis Agreement, memorandum of understandingeach Shareholder shall, merger agreementand it shall cause its Representatives to, acquisition agreement immediately cease any existing activities, discussions or other Contract (whether written, oral, binding or non-binding) relating negotiations with any parties conducted heretofore with respect to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder Shareholder shall promptly advise Parent orally and in writing of any request for information, proposal, discussion, negotiation or inquiry received by such Shareholder after the date of this Agreement, and each Shareholder shall promptly (but in any event within one Business Day) communicate to Parent the material terms and conditions of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly (andprovide to Parent copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Notwithstanding any eventprovision of this Section 1.8 to the contrary, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder Shareholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity is a member of the Person or Group making such Acquisition Proposal, request or seeking Board of discussions or negotiations; and (B) a summary Directors of the material terms, conditions or other aspects Company (the "Board of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hoursDirectors"), such member of the status and terms of, any developments regarding, any Board of Directors may take actions in such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectioncapacity.

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder The Company shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective Representatives to (and shall use its reasonable best efforts to cause its Representatives such Persons not to), directly or indirectly: indirectly (i) initiate, induce, solicit, initiate, propose knowingly facilitate or induce encourage (including by way of furnishing non-public information) any inquiry or the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would could reasonably be expected to lead to an Acquisition a Takeover Proposal; , (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (ivii) approve, endorse adopt or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably be expected propose to lead toapprove, an Acquisition Proposal; (v) adopt or recommend, any Takeover Proposal or enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract agreement, arrangement or understanding relating to, or that could reasonably be expected to lead to, any Takeover Proposal, (whether writteniii) enter into any agreement or agreement in principle requiring the Company to abandon, oralterminate or fail to consummate the Merger or any other transactions contemplated by this Agreement or breach its obligations hereunder, binding or non-binding) relating to an Acquisition Proposal propose or Acquisition Transaction; or (vi) authorize or commit agree to do any of the foregoing; provided, that(iv) fail to enforce, notwithstanding anything or grant any waiver under, any standstill or similar agreement with any Person or (v) engage in, continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information or data with respect to the contrary Company in connection with or in response to, or otherwise cooperate with or take any other action to facilitate any proposal that (A) constitutes, or could reasonably be expected to lead to, any Takeover Proposal or (B) requires the Company to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement. The Company shall, and shall direct each of its Subsidiaries and each agent or representative of any of the foregoing to, immediately cease any discussions, negotiations, or communications with any party with respect to any Takeover Proposal. Notwithstanding the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which prior to the receipt of the Company is permitted Stockholder Approval and Minority Approval, the Company may, in response to take in a bona fide written Takeover Proposal that did not result from a breach of this Section 5.08(a), and subject to compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y)5.08(c): (1A) furnishing any non-public the Company may contact the party that submitted such Takeover Proposal to clarify the terms and conditions thereof; (B) furnish information relating or data with respect to the Company or any of its Subsidiaries to, or (2) affording access to the businessPerson making such Takeover Proposal and its Representatives pursuant to and in accordance with a confidentiality agreement containing terms and conditions no less restrictive than those contained in the Confidentiality Agreement, propertiesprovided that (i) such confidentiality agreement shall not contain any provisions that would prevent the Company from complying with its obligation to provide the required disclosure to Parent pursuant to Section 5.08(b), assetsand (ii) all such information provided to such Person has previously been provided to Parent or is provided to Parent prior to or concurrently with the time it is provided to such Person; and (C) participate in discussions or negotiations with such Person or its Representatives regarding such Takeover Proposal; provided, booksin the case of clause (B), records that the Special Committee determines in good faith, by resolution duly adopted after consultation with its outside legal counsel and financial advisor of nationally recognized reputation, that such Takeover Proposal constitutes or other non-public informationcould reasonably be expected to lead to a Superior Proposal. The Company shall promptly notify Parent (within two Business Days) in writing of any such determination by the Special Committee that such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal. The Company shall promptly inform its Representatives of the obligations undertaken in this Section 5.08. Without limiting the foregoing, or to any personnel, violation of the restrictions set forth in this Section 5.08 by any Representative of the Company or any of its Subsidiaries toSubsidiaries, in each case, any whether or not such Person or Group or their respective Representatives that has made, renewed or delivered is purporting to act on behalf of the Company or any of its Subsidiaries, shall be deemed to be a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of this Section 5.4(a) of 5.08 by the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebyCompany. (b) Each Stockholder will As promptly (andas practicable after the receipt by the Company of any Takeover Proposal or any inquiry with respect to, or that could reasonably be expected to lead to, any Takeover Proposal, and in any event, case within 36 hours from two Business Days after the receipt thereof) notify , the Company shall provide oral and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought written notice to be initiated or continued with, Parent of (i) such Stockholder or any of its Representatives with respect to an Acquisition Takeover Proposal or potential Acquisition Proposal. Such notice must include inquiry, (Aii) the identity of the Person making any such Takeover Proposal or Group making such Acquisition Proposalinquiry, request or seeking of discussions or negotiations; and (Biii) a summary of the material terms, terms (including the price) and conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Takeover Proposal or inquiry (including any amendments or modifications thereto) and ). The Company shall keep Parent reasonably informed on a current basis of the status of any such discussions or negotiationsTakeover Proposal, including by providing any material changes to the terms and conditions thereof, and promptly (but in any event within two Business Days after the receipt thereof) provide Parent with copies of all written materials or e-mail correspondence or other communications and other written materials, and summaries of all oral correspondence or other communications, sent or provided to or from such Stockholder or any of by the Company and its Representatives relating to such Acquisition in connection with any Takeover Proposal. The parties acknowledge Special Committee shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisor of nationally recognized reputation) any proposed alteration of the terms of this Agreement or the Merger proposed by Parent in response to any Takeover Proposal. The Company shall not take any action to exempt any Person from the restrictions on “business combinations” contained in any applicable Laws or to otherwise cause such restrictions not to apply. (c) Except as permitted by this Section 5.08(c) or Section 5.08(d), neither the Board of Directors nor any committee thereof (including the Special Committee) shall, directly or indirectly, (i) effect a Change in the Company Recommendation or fail to include the Company Board Recommendation in the Proxy Statement, (ii) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a temporary “stop, look and listen” communication by the Board of Directors pursuant to Rule 14d-9(f) of the Exchange Act or (iii) approve any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to, or that notice provided by each may reasonably be expected to lead to, any Takeover Proposal. At any time prior to the Company Stockholder to Approval and Minority Approval having been obtained, but not after, the Special Committee satisfies may, in response to a Superior Proposal or an Intervening Event, effect a Change in the Company Recommendation, provided that Stockholder’s obligation the Special Committee determines in good faith, by resolution duly adopted after consultation with its outside legal counsel, that the failure to provide notice do so would constitute a breach of its fiduciary duties to the stockholders of the Company under applicable Law; provided, further, that the Special Committee may not effect a Change in the Company Recommendation pursuant to this subsectionSection 5.08(c) unless the Special Committee shall have first provided prior written notice to Parent of its intention to make such Change in the Company Recommendation, at least three (3) Business Days in advance of taking such action, which notice shall include the reasonable details regarding the cause for, and nature of, the Change in the Company Recommendation. (d) Nothing contained in this Section 5.08 shall prohibit the Company, the Board of Directors or the Special Committee from (i) complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act in respect of any Takeover Proposal or (ii) making any disclosure to the stockholders of the Company or taking any other action required to comply with applicable Law (including their fiduciary duties thereunder). Any public disclosure by the Company relating to a Takeover Proposal (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Change in the Company Recommendation unless the Board of Directors expressly publicly reaffirms its approval or recommendation of this Agreement and the Merger in such disclosure, or in the case of a “stop, look and listen” or similar communication, in a subsequent disclosure on or before the earlier of (i) the last day of the ten (10) business day period under Rule 14d-9(f) under the Exchange Act and (ii) two Business Days before the Company Stockholders Meeting. (e) For purposes of this Agreement:

No Solicitation. (a) Each Stockholder hereby covenants During the period from the Agreement Date and agrees that, from and after the date hereof continuing until the Termination Dateearlier of the termination of this Agreement and the Effective Time, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall the Company will not, and shall cause the Company will not authorize or permit any of its Representatives not or any Subsidiary to, directly or indirectly: , (i) solicit, initiate, propose seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, of any offer, inquiry, indication expression of interest interest, proposal or proposal offer that constitutes, or is could reasonably be expected to lead to, an Acquisition Proposal; , (ii) furnish enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to such Stockholderany Acquisition Proposal, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as suchv) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with submit any Acquisition Proposal or with to the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making vote of any offerCompany Securityholders or (vi) enter into any other transaction or series of transactions not in the ordinary course of business consistent with past practice, inquirythe consummation of which would impede, indication of interest interfere with, prevent or proposal that constitutes delay, or would reasonably be expected to lead impede, interfere with, prevent or delay, the consummation of the Merger or the other Transactions. The Company will, and will cause its Representatives to, (A) immediately cease and cause to an Acquisition Proposal; (iii) participate or engage in be terminated any and all existing activities, discussions or negotiations with any Person Persons conducted prior to or Group with respect to an Acquisition Proposal or on the Agreement Date with respect to any inquiries from Persons relating Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Acquirer and its Representatives) to any offer, indication of interest data room (virtual or proposal relating actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than informing Acquirer and its Representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Persons Person in connection with an Acquisition Proposal. If any of the provisions contained Company’s Representatives, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 3.35.2 not to authorize or permit such Representative to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 5.2. (b) The Company shall immediately (but in any event, within 24 hours) notify Acquirer orally and in writing after receipt by the Company (or, to the knowledge of the Company, by any of the Company’s Representatives); , of (ivi) approveany Acquisition Proposal, endorse or recommend (ii) any offer, inquiry, indication expression of interest interest, proposal or proposal offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (viii) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to notice that any Person is considering making an Acquisition Proposal or Acquisition Transaction; or (viiv) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any request for non-public information relating to the Company or for access to any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, books or records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, by any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company Persons other than Acquirer and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition ProposalRepresentatives. Such notice must include shall describe (A) the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request and (B) the identity of the Person or Group making any such Acquisition Proposal, request inquiry, expression of interest, proposal, offer, notice or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewithrequest. Thereafter, each Stockholder must The Company shall keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), Acquirer fully informed of the status and terms details of, and any developments regardingmodification to, any such Acquisition Proposal inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Acquirer a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. The Company shall provide Acquirer with 48 hours prior notice (including any amendments theretoor such lesser prior notice as is provided to the members of the Board) and the status of any such discussions or negotiations, including by providing copies meeting of all written materials sent the Board at which the Board is reasonably expected to or from such Stockholder or discuss any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. (a) Each Stockholder hereby covenants Subject to Section 5.2(b), until the earlier of the Effective Time and agrees that, from and after the date hereof until on which this Agreement is terminated pursuant to Section 7.1, the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder Company shall not, and nor shall cause it authorize or permit any of its Subsidiaries or any of its or their respective Representatives not to, directly or indirectlyindirectly through another Person, except as otherwise provided below: (i) solicit, initiate, propose or induce take any action outside the ordinary course of business to encourage, facilitate, or induce, or that would reasonably be expected to lead to, the making, submission or announcement of, any proposal or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal inquiry that constitutes, or is reasonably expected likely to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquirorinforming Persons of the provisions contained in this Section 5.2, its Subsidiaries enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action outside the ordinary course of their respective Representatives in their capacity as suchbusiness to encourage, facilitate, or induce any effort or attempt to make or implement an Acquisition Proposal; (iii) furnish any non-public information relating to such Stockholder, its Covered Shares or regarding the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent in response to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or which would reasonably be expected to lead to an Acquisition Proposal; (iiiiv) approve, endorse or recommend an Acquisition Proposal or any letter of intent, memorandum of understanding or other Contract contemplating an Acquisition Proposal or requiring the Company to abandon or terminate its obligations under this Agreement; or (v) resolve or agree to do any of the foregoing. The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, (x) immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal, and (y) promptly request the parties to any confidentiality or similar agreement relating to an Acquisition Proposal to promptly return or destroy any confidential information previously furnished or made available by the Company or its Representatives thereunder. Any action by a Subsidiary or Representative of the Company that would, if taken by the Company, be a violation of the restrictions of this Section 5.2 shall be deemed a breach of this Section 5.2 by the Company. (b) Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the time the Required Stockholder Vote is obtained, in response to an unsolicited bona fide written Acquisition Proposal that is presented to the Company (and not withdrawn) that the Company Board determines in good faith constitutes, or is reasonably likely to result in, a Superior Proposal (after consultation with its outside legal counsel and its financial advisor (who shall be either Covert & Co. or a nationally recognized financial advisor)), the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside legal counsel) that failure to take such action would be inconsistent with the Company Board's fiduciary duties to the Company's stockholders under applicable Law: (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and such Person's Representatives); and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal (the taking of any action addressed in (A) or (B), a "Superior Proposal Response"), provided, however, that prior to a Superior Proposal Response (x) the Company and such Person enter into a confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement (including, without limitation, any "standstill" and non-solicitation provisions, in each case, no less favorable to the Company than those contained in the Confidentiality Agreement) and provide a copy to Parent thereof; and (y) such information shall have been provided to Parent in writing. (c) The Company shall promptly advise Parent in writing, in no event later than forty-eight (48) hours after receipt of any Acquisition Proposal of the Company's intention to participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constituteswith, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any furnish non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the businesssuch Person, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (andshall, in any eventsuch notice to Parent, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) indicate the identity of the Person making such Acquisition Proposal and the material terms and conditions of any proposal or Group making offer or the nature of any inquiries or contacts, and thereafter, shall promptly keep Parent informed, on a current basis, of all material developments affecting the status and the material terms of any such Acquisition Proposal, request or seeking of discussions or negotiations; including the material terms and (B) a summary conditions of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including and any amendments thereto) material changes thereto and of the status of any such discussions or negotiations. (d) The Company Board shall not: (i) fail to make the Company Board Recommendation to the Company's stockholders; (ii) withhold, withdraw, amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend or modify in a manner adverse to Parent, the Company Board Recommendation; (iii) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Acquisition Proposal; or (iv) resolve, agree or publicly propose to take any such actions (each such foregoing action or failure to act in clauses (i) through (iv) being referred to as a "Change in Company Board Recommendation"). Notwithstanding the foregoing, the Company Board may, at any time prior to the time the Required Stockholder Vote is obtained, take any of the actions set forth in Sections 5.2(d)(i)-(iii) below; provided, however, that prior to taking any such action, the Company complies with Section 5.2(e) of this Agreement. (i) effect a Change in Company Board Recommendation in response to an Acquisition Proposal if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the Company's stockholders under applicable Law and the Company Board concludes in good faith, after consultation with the Company's financial advisor (who shall be either Covert & Co. or a nationally recognized financial advisor), that the Acquisition Proposal constitutes a Superior Proposal; (ii) effect a Change in Company Board Recommendation in response to an Intervening Event if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the Company's stockholders under applicable Law; (iii) terminate this Agreement pursuant to Section 7.1(h) and enter into a Company Acquisition Agreement, but only if the Company receives an Acquisition Proposal that the Company Board concludes in good faith, after consultation with the Company's financial advisor, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside counsel, that the failure to enter into such definitive agreement would be inconsistent with its fiduciary duties to the Company's stockholders under applicable Law. (e) Notwithstanding anything to the contrary set forth in Section 5.2(d), the Company shall not be entitled to: (i) make a Change in Company Board Recommendation pursuant to Section 5.2(d)(i) or Section 5.2(d)(ii); or (ii) terminate this Agreement and enter into any Company Acquisition Agreement pursuant to Section 5.2(d)(iii), unless: (A) the Company shall have first provided prior written notice to Parent that it intends to (x) make a Change in Company Board Recommendation (a "Recommendation Change Notice"), or (y) terminate this Agreement pursuant to Section 7.1(h) in response to a Superior Proposal (a "Superior Proposal Notice"), which notice shall, if the basis for the proposed action by the Company Board is an Intervening Event, contain a description of the events, facts and circumstances giving rise to such proposed action or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain a description of the material terms and conditions of such Superior Proposal, including by providing copies a copy of all written materials sent the Company Acquisition Agreement in the form to be entered into (it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be a Change in Company Board Recommendation); and (B) Parent does not make, within five (5) days after the receipt of such notice, a proposal that would, in the good-faith judgment of the Company Board (after (a) negotiating in good faith with Parent to amend the terms of this Agreement and (b) consultation with outside counsel and, in the case of a Superior Proposal, the Company's financial advisor, who shall be either Covert & Co. or from a nationally recognized financial advisor), cause such Stockholder events, facts and circumstances to no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or any of its Representatives relating cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as the case may be. Any material changes with respect to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder events, facts or circumstances mentioned above, or material changes to the Special Committee satisfies that Stockholder’s obligation financial terms of such Superior Proposal, as the case may be, occurring prior to the Company's effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(h) shall require the Company to provide notice to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new five (5) day period. (f) Nothing contained in this Section 5.2 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company's stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the Company's stockholders if, in the good-faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its fiduciary duties under applicable Law; provided, however, that this subsectionSection 5.2(f) shall not be deemed to permit the Company Board to effect a Change in Company Board Recommendation, except to the extent permitted by Section 5.2(e).

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Such Stockholder shall not, and shall cause its Representatives not authorize or permit any stockholder, director, officer, employee, affiliate, representative or agent of such Stockholder to, directly or indirectly: , (i) solicit, facilitate, initiate, propose entertain, encourage or induce the makingtake any action to facilitate, submission initiate, entertain or announcement of, encourage any inquiries or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal communications or the making of any offer, inquiry, indication of interest proposal or proposal offer that constitutes or would reasonably be expected to lead to may constitute an Acquisition Proposal; Proposal or a Transfer of any of the Securities, (iiiii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any person concerning any possible Acquisition Proposal or a Transfer of any of the Securities or any inquiry or communication which might reasonably be expected to result in an Acquisition Proposal or a Transfer of any of the Securities or (iii) agree to or endorse, or release any third party from any obligation under any existing standstill agreement or arrangement relating to, any Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement any Acquisition Proposal. If such Stockholder or any representative or agent of such Stockholder receives an inquiry or proposal with respect to any Acquisition Proposal or any Transfer of Securities, then such Stockholder shall promptly inform Parent of the terms and conditions, if any, of such inquiry or proposal and the identity of the person making it. Such Stockholder shall, and shall cause its representatives or agents to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or parties conducted heretofore with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in . Notwithstanding the foregoing, nothing in this Section 3.01(a) shall prohibit limit the ability of any Stockholder individual who is a director or its Representatives from taking any action which officer of the Company is permitted to take in compliance with Section 5.4 any of the Merger Agreement, including, from the date actions described in Section 7.8(b) of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating but only to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, extent permitted in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a7.8(b) of the Merger Agreement, ) in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes his capacity as a Superior Proposal director or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 officer of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebyCompany. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. (a) Each Stockholder hereby covenants of BCIC and agrees thatTCPC shall, from and after shall cause its respective Affiliates, Consolidated Subsidiaries, and its and each of their respective officers, directors, trustees, managers, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to, or that are intended to or could reasonably be expected to lead to, a Takeover Proposal, and demand the date hereof until immediate return or destruction (which destruction shall be certified in writing to BCIC or TCPC, as applicable) of all confidential information previously furnished to any Person (other than BCIC, TCPC or their respective Affiliates or Representatives) with respect to any Takeover Proposal. (b) Prior to the Termination DateEffective Time, except as expressly contemplated by this Proxy subject to Section 7.7, in the case of BCIC, and AgreementSection 7.8, such Stockholder in the case of TCPC, each of BCIC and TCPC shall not, and shall cause its respective Affiliates, Consolidated Subsidiaries and its and their respective Representatives not to, directly or indirectly: (i) directly or indirectly solicit, initiate, propose induce, encourage or induce take any other action (including by providing information) designed to, or which could reasonably be expected to, facilitate any inquiries or the making, making or submission or announcement implementation of any proposal or offer (including any proposal or offer to its stockholders) with respect to any Takeover Proposal; (ii) approve, publicly endorse or recommend or enter into any agreement, arrangement, discussions or understandings with respect to any Takeover Proposal (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) or enter into any Contract or understanding (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) requiring it to abandon, terminate or fail to consummate, or that is intended to or that could reasonably be expected to result in the abandonment of, termination of or knowingly encouragefailure to consummate, the Merger or any other Transaction; (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Person (other than TCPC, BCIC or their respective Affiliates or Representatives) any information with respect to, or take any other action to facilitate or assist, in furtherance of any offer, inquiry, indication inquiries or the making of interest or any proposal that constitutes, or is could reasonably be expected to lead to, an Acquisition any Takeover Proposal; (iiiv) furnish publicly propose or publicly announce an intention to take any of the foregoing actions; or (v) grant any (x) approval pursuant to any Takeover Statute to any Person or Group (other than AcquirorTCPC, its Subsidiaries BCIC or any of their respective Representatives in their capacity as suchAffiliates) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal transaction (other than informing such the Transactions) or (y) waiver or release under any standstill or any similar agreement with respect to equity securities of BCIC or TCPC, as applicable; provided, however, that notwithstanding the foregoing, each party (A) may inform Persons of the provisions contained in this Section 3.3); (iv) approve7.6, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) shall be permitted to grant a summary waiver of, or terminate, any “standstill” or similar obligation of the material termsany third party with respect to equity securities of TCPC or BCIC, conditions or other aspects as applicable, in order to allow such third party to confidentially submit a Takeover Proposal. (c) Each of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof BCIC and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror TCPC shall as promptly as reasonably informed, on a prompt basis practicable (and in any event within 24 hours)twenty-four (24) hours after receipt) (i) notify the other party in writing of any request for information or any Takeover Proposal and the terms and conditions of such request, Takeover Proposal or inquiry (including the identity of the Person (or group of Persons) making such request, Takeover Proposal or inquiry) and (ii) provide to the other party copies of any written materials received by BCIC or TCPC or their respective Representatives in connection with any of the foregoing, and the identity of the Person (or group of Persons) making any such request, Takeover Proposal or inquiry or with whom any discussions or negotiations are taking place. Each of BCIC and TCPC agrees that it shall keep the other party informed on a reasonably current basis of the status and the material terms of, any developments regarding, and conditions (including amendments or proposed amendments) of any such Acquisition request, Takeover Proposal (including or inquiry and keep the other party informed on a reasonably current basis of any amendments thereto) information requested of or provided by BCIC or TCPC and as to the status of all discussions or negotiations with respect to any such discussions request, Takeover Proposal or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectioninquiry.

No Solicitation. (a) Each Stockholder hereby covenants and agrees thatExcept as expressly permitted by this Section 6.3, from and after the date hereof until the Termination DateEffective Time, except as expressly contemplated by or, if earlier, the termination of this Proxy and AgreementAgreement in accordance with Article 8, such Stockholder the Company shall not, and shall cause its Affiliates and its and their respective Representatives not to, on behalf of the Company, directly or indirectly: (i) solicit, indirectly initiate, propose or induce the making, submission or announcement of, or knowingly encouragesolicit, facilitate or assist, knowingly encourage any offer, inquiry, indication Acquisition Proposal or the making or submission thereof or the making of interest or any proposal that constitutes, or is could reasonably be expected to lead to, an to any Acquisition Proposal; (ii) furnish . The Company shall, and shall cause its Affiliates to cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing activities, discussion or negotiations, if any, with any Third Party conducted prior to the date hereof with respect to any Person Acquisition Proposal and shall use its reasonable best efforts to cause any such Third Party (or Group (other than Acquiror, its Subsidiaries agents or any advisors) in possession of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or in respect of the Company or any of its Subsidiaries that was furnished by or afford on behalf of the Company and its Affiliates to return or destroy (and confirm destruction of) all such information. Except as expressly permitted by this Section 6.3, from and after the date hereof until the Effective Time, or, if earlier, the termination of this Agreement in accordance with Article 8, neither the Company Board nor any Person committee thereof shall (i) adopt, approve or Group recommend, or publicly propose to adopt, approve or recommend, any Acquisition Proposal, (other than Acquirorii) withdraw, its Subsidiaries change, qualify, withhold or any of their respective Representatives modify, or publicly propose to withdraw, change, qualify, withhold or modify, in their capacity as such) access a manner adverse to the businessAcquirors or Merger Sub, propertiesthe Company Board Recommendation, assets(iii) approve, booksauthorize, records cause or other non-public information, or to any personnel, of permit the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent Subsidiaries to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any merger agreement, acquisition agreement, letter of intent, memorandum of understanding, merger agreement, acquisition agreement understanding or other Contract (whether written, oral, binding or non-binding) similar agreement relating to an any Acquisition Proposal or (a “Company Acquisition Transaction; Agreement”), or (viiv) authorize resolve or commit agree to do any of the foregoing; providedforegoing (any action set forth in the foregoing clauses (i) through (iv) of this sentence, that, notwithstanding a “Change of Board Recommendation”). (b) Notwithstanding anything to the contrary contained in Section 6.3(a), if at any time following the foregoingdate hereof and prior to 6:00 p.m., nothing New York City time, on the Stockholder Consent Delivery Date (i) the Company has received a bona fide written Acquisition Proposal from a Third Party that is not solicited in violation of Section 6.3(a) and the Company, its Affiliates and its and their Representatives are not in willful and material breach of this Section 6.3 with respect to such Third Party and (ii) the Company Board (or a duly authorized committee thereof) determines in good faith, based on information then available and after consultation with outside counsel and based on financial analyses reasonably believed to be reasonable by the Company Board, that such Acquisition Proposal constitutes, or may result in, a Superior Proposal, then the Company may (x) furnish information with respect to the Company and its Subsidiaries to the Third Party making such Acquisition Proposal, its Representatives and potential sources of financing pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements, provided that the Company shall prohibit as soon as reasonably practicable but no later than the time period for notice provided in Section 6.3(c) below, provide the Acquirors any Stockholder non-public information concerning the Company or any of its Subsidiaries that is provided to such person or its Representatives from taking any action which unless such information has been previously provided or made available to the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval Acquirors and following the execution and delivery of an Acceptable Confidentiality Agreement, (xy) participating or engaging participate in discussions or negotiations with; or (y)with the Third Party making such Acquisition Proposal regarding such Acquisition Proposal. (1c) furnishing The Company shall promptly (and in any event within 48 hours) notify the Acquirors in writing of the receipt of any Acquisition Proposal, any request for non-public information relating to the Company or any of its Subsidiaries to, made in connection with an Acquisition Proposal or (2) affording request for access to the business, properties, assets, books, books or records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries made in connection with an Acquisition Proposal, which notice shall identify the Third Party making such Acquisition Proposal and include a copy of such Acquisition Proposal (or, where such Acquisition Proposal was not submitted in writing, a reasonably detailed written description of such Acquisition Proposal including its material terms and conditions), and whether the Company has furnished non-public information to, or entered into negotiations or discussions with, such Third Party. Without limiting the foregoing, the Company shall keep the Acquirors promptly informed (and in each caseany event within 48 hours) in all material respects of the status of, and any Person material communications relating to, such Acquisition Proposal (including any change in the price or Group other material terms thereof). The Company agrees that it and its Subsidiaries will not take any action that would prohibit the Company or any of its Subsidiaries from complying with their respective Representatives that has made, renewed or delivered obligations under this Section 6.3. (d) Notwithstanding anything to the contrary contained in Section 6.3(a), if (i) the Company has received a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a Third Party that is not solicited in violation of Section 6.3(a), (ii) the Company, its Affiliates and its and their Representatives are not in willful and material breach of this Section 5.4(a6.3 with respect to such Third Party, and (iii) the Company Board (or any duly authorized committee thereof) determines in good faith after consultation with outside legal counsel and based on financial analyses reasonably believed to be reasonable by the Company Board, that such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal, the Company Board may at any time prior to 6:00 p.m., New York City time, on the Stockholder Consent Delivery Date, effect a Change of Board Recommendation with respect to such Acquisition Proposal, subject to the requirements of this Section 6.3(d). The Company shall not be entitled to effect a Change of Board Recommendation pursuant to this Section 6.3(d) unless: (i) the Company shall have provided to the Acquirors at least three (3) Business Days’ prior written notice (such period and any period commenced by a new written notice delivered pursuant to the last sentence of Section 6.3(d)(iii), the “Notice Period”) of the Merger Company’s intention to take such actions, which notice shall specify the basis for such Change of Board Recommendation, the identity of the Third Party making such Superior Proposal, the material terms and conditions of such Superior Proposal, and shall include a copy of the applicable Company Acquisition Agreement and any other material documents with respect thereto; (ii) during the Notice Period, if requested by the Acquirors, the Company shall have, and shall have caused its Representatives to have, engaged in good faith negotiations with the Acquirors and their Representatives regarding any amendments or modifications to this Agreement and/or the Real Estate Purchase Agreement proposed by the Acquirors and intended to cause the relevant Acquisition Proposal to no longer constitute a Superior Proposal; and (iii) at the end of such Notice Period, the Company Board shall have considered in good faith any proposed amendments or modifications to this Agreement and/or the Real Estate Purchase Agreement, in each case, if including a change to the Company price terms hereof and thereof and the Company Special Committee has other agreements contemplated hereby that may be offered by the Acquirors (the “Proposed Changed Terms”) no later than 6:00 p.m., New York City time, on the last day of the Notice Period and shall have determined in good faith (after consultation with its financial advisor and outside legal counsel) counsel that an Acquisition the Superior Proposal either constitutes would continue to constitute, or result in, a Superior Proposal if such Proposed Changed Terms were to be given effect. In the event of any change to the price terms or is reasonably likely any other material revision or amendment to lead to a the terms of such Superior Proposal. Each Stockholder hereby represents , then the Company shall be required to deliver a new written notice to the Acquirors and warrants that to again comply with the requirements of this Section 6.3(d) (which shall apply mutatis mutandis) with respect to such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebynew written notice. (be) Each Stockholder will promptly Nothing contained in this Section 6.3 shall prohibit the Company Board from (andi) disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), in Rule 14d-9 and Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (ii) making any event, within 36 hours from disclosure to the receipt stockholders of the Company if the Company Board (or any duly authorized committee thereof) notify determines in good faith after consultation with outside legal counsel that the failure to make such disclosure would reasonably be expected to breach its fiduciary duties or violate applicable Law; or (iii) issuing a “stop, look and listen” statement pending disclosure of its position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that that in each case of (i), (ii) and (iii), the Company Board does not include any statement that itself would be a Change of Board Recommendation. (f) The Company acknowledges and Acquiror agrees that any violation of the restrictions set forth in writing if an Acquisition Proposal is received by, this Section 6.3 by any non-public information is requested from, of Affiliates or any discussions its their Representatives acting on behalf of the Company or negotiations are sought its Affiliates shall be deemed to be initiated or continued with, such Stockholder or any a breach of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) this Section 6.3 by the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectionCompany.

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder The Company shall not, nor shall it authorize or permit any of the Company Subsidiaries to, and it shall use its reasonable best efforts to cause its and the Company Subsidiaries’ respective Representatives not to, directly or indirectly: indirectly (i) solicit, initiate, propose solicit or induce encourage (including by way of furnishing information or assistance), or knowingly induce, or take any other action designed to, or that is reasonably expected to, facilitate any inquiry with respect to the making, submission or announcement of, any proposal or knowingly encourageoffer that constitutes a Takeover Proposal, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether writtenagreement, oral, binding arrangement or non-binding) understanding relating to an Acquisition any Takeover Proposal, (iii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information or data or access to its properties with respect to, or otherwise cooperate with or take any other action to facilitate any proposal that (A) constitutes, or is reasonably expected to lead to, any Takeover Proposal or Acquisition Transaction; (B) requires the Company to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement or (viiv) authorize submit to the shareholders of the Company for their approval any Takeover Proposal, or commit agree or publicly announce an intention to do take any of the foregoing; providedforegoing actions. (b) The Company shall, thatand shall cause the Company Subsidiaries to, notwithstanding anything and shall use its reasonable best efforts to cause its and the Company Subsidiaries’ Representatives to, immediately cease and cause to be terminated all existing activities, discussions or negotiations with any Persons or their Representatives with respect to any Takeover Proposal and will use its reasonable best efforts to cause any such Person or such Person’s Representatives in possession of any confidential information about the Company or the Company Subsidiaries that was previously furnished to such Persons since November 1, 2008 in connection therewith to be returned or destroyed. The Company shall promptly inform its Representatives and the Representatives of all Company Subsidiaries of the obligations undertaken in this Section 5.3. The Company agrees not to, and to cause the Company Subsidiaries not to, release any third party from the confidentiality and standstill provisions of any agreement (or terminate, amend, modify or waive any provision of any such agreement) to which the Company or any Company Subsidiaries is or may become a party, shall enforce, to the contrary fullest extent permitted under applicable Law, the provisions of any such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States of America or any state having jurisdiction, and shall immediately take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any Person to make a Takeover Proposal. Without limiting the foregoing, nothing any violation of the restrictions set forth in this Section 5.3 by any of the Company’s or the Company’s Subsidiaries’ Representatives, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of the Company, a Company Subsidiary or otherwise, shall prohibit any Stockholder or its Representatives from taking any action which be deemed to be a material breach of this Agreement by the Company. (c) Notwithstanding the foregoing, the Company is permitted may, prior to take the Company Shareholder Approval, in response to a bona fide written unsolicited Takeover Proposal (so long as such Takeover Proposal was received after the date hereof and was not initiated, solicited, encouraged, or knowingly induced or facilitated, directly or indirectly, in violation of this Section 5.3 and the Company, in receiving such Takeover Proposal has otherwise fully complied with the terms of Section 5.3(a) and Section 5.3(d) with respect to such Takeover Proposal), subject to compliance with Section 5.4 5.3(e): (1) furnish information with respect to it and the Company Subsidiaries to the Person making such Takeover Proposal and its Representatives pursuant to and in accordance with a confidentiality agreement (a copy of which shall be provided to Parent promptly after its execution) containing confidentiality and other provisions that are substantially similar to the comparable provisions of the Merger AgreementConfidentiality Agreement and are no less restrictive than those contained in the Confidentiality Agreement are to Parent, includingprovided that such confidentiality agreement shall not contain any provisions that would prevent the Company from complying with its obligation to provide the required disclosure to Parent pursuant to Section 5.3(d) and Section 5.3(e), from and provided further that all such information provided to such Person has previously been provided to Parent or is provided to Parent prior to or substantially concurrently with the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, time it is provided to such Person; and (x2) participating or engaging participate in discussions or negotiations withwith such Person or its Representatives regarding such Takeover Proposal; provided, in each case, (A) such Takeover Proposal constitutes a Superior Proposal or (yB) that the Company Board reasonably determines (after consultation with the Company’s financial advisors and outside legal counsel), that such Takeover Proposal would reasonably be expected to lead to a Superior Proposal. The Company shall provide to Parent any material nonpublic information regarding the Company provided to the Person making such Takeover Proposal and its Representatives which was not previously provided to Parent, such additional information to be provided promptly (and in any event within twenty-four (24) hours). (1d) furnishing The Company shall promptly (and in any event within twenty-four (24) hours and prior to providing any such Person with any material non-public information relating information) orally and in writing notify Parent of the receipt of a Takeover Proposal and in any such notice shall identify the name of the Person making such inquiry, proposal or offer and the material terms and conditions of such inquiry, proposal or offer and include copies of all correspondence and written materials provided to the Company or any of its Subsidiaries toRepresentatives by such Person making such Takeover Proposal or any of such Person’s Representatives that describe any material terms and conditions of any inquiry, proposal or offer (2and any subsequent changes to such terms and conditions) affording access and written summaries of any oral communications addressing such matters. The Company shall (i) promptly keep Parent reasonably informed of the status and details of any such Takeover Proposal, inquiry, proposal or offer (including any changes to the businessmaterial terms and conditions thereof), propertiesand (ii) promptly upon receipt or delivery thereof, assetsprovide Parent with copies of all correspondence and written materials that describe any material terms and conditions, booksincluding, records or other non-public informationwhere applicable, or drafts and final versions of agreements (including schedules and exhibits thereto), and any comments thereon, relating to any personnel, of Takeover Proposal exchanged between the Company or any Company Representative, on the one hand, and the Person making such Takeover Proposal or any of its Subsidiaries toRepresentatives, on the other hand. (e) Except as permitted by this Section 5.3(e), neither the Company Board nor any committee thereof shall (i) withdraw (or modify or qualify in each caseany manner adverse to Parent or Merger Sub), or resolve to or publicly propose to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), the Company Recommendation or otherwise take any action or make any statement in connection with the transactions contemplated by this Agreement that is inconsistent with the Company Recommendation, (ii) adopt, approve, endorse or recommend, or resolve to or publicly propose to adopt, approve, endorse or recommend, any Person Takeover Proposal (any of the foregoing actions in clauses (i) and (ii), a “Change in Recommendation”) or Group (iii) adopt, approve, endorse or their respective Representatives that has maderecommend, renewed or delivered publicly propose to adopt, approve, endorse or recommend, or allow the Company or any Company Subsidiaries to execute or enter into, any binding or non-binding letter of intent, option, joint venture, partnership or other arrangement or understanding in connection with any Takeover Proposal (other than confidentiality agreements permitted under Section 5.3(c) pursuant to and in accordance with the limitations set forth therein). Notwithstanding the foregoing, the Company Board may prior to the Company Shareholder Approval in response to a bona fide written Acquisition Superior Proposal received by the Company after the date of this Agreement and in the Merger absence of any violation of this Section 5.3, make a Change in Recommendation or cause the Company to terminate this Agreement pursuant to Section 7.1(d)(ii) and concurrently with such termination enter into a definitive agreement with respect to such Superior Proposal, subject to satisfaction of its obligations under Section 7.3; provided, however, that did the Company Board shall not result be entitled to effect a Change in Recommendation or exercise its right to terminate this Agreement pursuant to Section 7.1(d)(ii) until four (4) full Business Days following delivery of written notice to Parent (a “Section 5.3(e) Notice”) from the Company advising Parent that the Company Board intends to take such action, including a material breach of Section 5.4(a) description of the Merger terms and conditions of any Superior Proposal and a copy of the proposed transaction agreement for any such Superior Proposal in the form to be entered into (it being understood and agreed that, in the event of an amendment to the financial terms or other material terms of such Superior Proposal, the Company Board shall not be entitled to exercise such right based on such Superior Proposal, as so amended, until four (4) full Business Days following delivery of written notice to Parent of a Section 5.3(e) Notice with respect to such Superior Proposal as so amended). In determining whether to terminate this Agreement in response to a Superior Proposal or to make a Change in Recommendation, the Company Board shall take into account any proposals made by Parent to amend the terms of this Agreement, shall cause the Company’s financial advisor and legal counsel to negotiate in each casegood faith with Parent regarding any such proposals and shall not make a Change in Recommendation or terminate this Agreement unless, if prior to the effectiveness of such Change in Recommendation or termination, the Company Board, after considering the results of any such negotiations and the Company Special Committee has determined any revised proposals made by Parent, concludes in good faith (after consultation with its a financial advisor and outside legal counselof nationally recognized reputation) that an Acquisition Proposal either constitutes a the Superior Proposal or is reasonably likely giving rise to lead the Section 5.3(e) Notice continues to be a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (bf) Each Stockholder will promptly (and, Nothing contained in any event, within 36 hours from the receipt thereof) notify this Agreement shall prohibit the Company or the Company Board from disclosing to the Company’s shareholders a position contemplated by Rules 14d-9 and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from14e-2(a) promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder; provided, however, that (1) neither the Company Board nor any discussions committee thereof shall take, or negotiations are sought agree or resolve to take any action prohibited by Section 5.3(a), Section 5.3(d) or Section 5.3(e), (2) in no event shall this Section 5.3(f) affect the obligations specified in Section 5.3(e) and (3) if such disclosure (other than issuance by the Company of a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) does not expressly reaffirm the Company Recommendation, such disclosure shall be deemed a Change of Recommendation. The Company shall provide Parent with a copy of the text of any disclosure proposed to be initiated or continued with, such Stockholder or any of its Representatives with respect made pursuant to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (Athis Section 5.3(f) at the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects earliest practicable time in advance of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectiondisclosure.

No Solicitation. (a) Each Stockholder hereby covenants and agrees thatSubject to Section 6.2(c), from and after at all times during the period commencing on the date hereof of this Agreement and continuing until the Termination Dateearlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, except as expressly contemplated by this Proxy and Agreementneither the Company nor any of its Subsidiaries shall, such Stockholder nor shall not, and shall cause its they authorize or permit any of their Representatives not to, directly or indirectly: indirectly (i) solicit, initiate, propose knowingly encourage, or induce knowingly facilitate or assist, any inquiry, proposal or offer, or the making, submission or announcement ofof any inquiry, proposal or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest that constitutes or proposal that constitutes, or is would reasonably be expected to lead to, to an Acquisition Proposal; , (ii) furnish to any Person or Group (other than AcquirorParent, its Subsidiaries Merger Sub or any designees or Representatives of their respective Representatives in their capacity as suchParent or Merger Sub) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries Subsidiaries, or afford to any Person or Group (other than AcquirorParent, its Subsidiaries Merger Sub or any designees or Representatives of their respective Representatives in their capacity as suchParent or Merger Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal with, in response to or with the intent to induce encourage, facilitate or assist the making, submission or announcement ofof any Acquisition Proposal, (iii) participate or engage in any discussions or negotiations with any Person with respect to knowingly encourageany Acquisition Proposal or potential Acquisition Proposal, facilitate (iv) adopt, approve or assistenter into any merger agreement, purchase agreement, letter of intent, memorandum of understanding or similar Contract with respect to an Acquisition Transaction or (v) resolve or agree to do any of the foregoing. Subject to Section 6.2(c), during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company and its Subsidiaries shall, and shall cause its and their Representatives to, immediately cease all existing discussions or negotiations with any Person (other than Parent, Merger Sub and their Representatives) conducted prior to the date of this Agreement with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after and within one (1) day of the date of this Agreement, the Company will terminate access by any Person (other than Parent, Merger Sub and their Representatives) to any physical or electronic dataroom relating to a potential Acquisition Proposal (or prior discussions in respect of a potential Acquisition Proposal) and request that each Person (other than Parent, Merger Sub and their Representatives) that has executed a confidentiality agreement (other than the Confidentiality Agreement) relating to a potential Acquisition Proposal (or prior discussions in respect of a potential Acquisition Proposal) promptly return to the Company or destroy all non-public documents and materials containing non-public information of the Company that has been furnished by the Company or any of its Representatives to such Person pursuant to the terms of such confidentiality agreement. (b) From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, as promptly as practicable, and in any event within twenty-four (24) hours following receipt of an Acquisition Proposal or the making of any offerinquiries, inquiry, indication of interest proposals or proposal offers relating to any Acquisition Proposal or that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate , the Company shall provide Parent with written notice thereof, which notice shall indicate the identity of the Person making such Acquisition Proposal, inquiry, proposal or engage in discussions or negotiations with any Person or Group offer, and include the material terms and conditions thereof. Thereafter, the Company shall keep Parent reasonably informed on a prompt and timely basis with respect to an the status of or material terms and conditions of any such Acquisition Proposal, inquiry, proposal or offer (including any amendments or proposed amendments to such material terms). The Company shall promptly (and in any event within twenty-four (24) hours following receipt or delivery thereof) provide Parent with copies of all written Acquisition Proposals, and all written inquiries, proposals, offers or other materials (including proposed agreements and proposed financing documents) relating to any Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoingeach case, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to are either received by the Company or any of its Subsidiaries toRepresentatives from the Person(s) making any such Acquisition Proposal, inquiry, proposal or offer or any of its Representatives, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of are delivered by the Company or any of its Subsidiaries toRepresentatives to such Person(s) or any of its or their Representatives. (c) Notwithstanding anything to the contrary set forth in this Agreement, in each caseif at any time prior to the Acceptance Time, (i) the Company has received a written, bona fide Acquisition Proposal from any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger this Agreement that did not result from a material breach of this Section 5.4(a6.2, and (ii) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined Board determines in good faith (faith, after consultation with its financial advisor advisor(s) and outside legal counsel) , that an such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents Proposal and warrants that the failure to take such Stockholder has read Section 5.4 of action described in clause (A), (B) or (C) below would be inconsistent with its fiduciary duties under applicable Law, then the Merger Company may (A) enter into an Acceptable Confidentiality Agreement and agrees not with such Person, (B) furnish information with respect to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an its Subsidiaries to the Person making such Acquisition Proposal is received by, and its Representatives (provided that (x) the Company shall substantially contemporaneously provide or make available to Parent any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder concerning the Company or any of its Subsidiaries that is provided to such Person and which was not previously provided or made available to Parent and (y) the Company shall have entered into an Acceptable Confidentiality Agreement with such Person and provided Parent a copy of such Acceptable Confidentiality Agreement) and (C) participate and engage in discussions or negotiations with the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal (and waive such Person’s noncompliance with the provisions of any “standstill” agreement solely to the extent necessary to permit such discussions or negotiations). Prior to or concurrently with the Company first taking any of the actions described in clauses (A), (B) or (C) of the immediately preceding sentence with respect to an Acquisition Proposal or potential Acquisition Proposal. Such , the Company shall provide written notice must include (A) the identity to Parent of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary determination of the material termsCompany Board made pursuant to clause (ii) of the immediately preceding sentence. (d) Without limiting the foregoing, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in agrees that any event within 24 hours), violation of the status and terms of, restrictions set forth in this Section 6.2 by any developments regarding, any such Acquisition Proposal (including any amendments thereto) and Subsidiary of the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder Company or any of its or their Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided shall constitute a breach by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under of this subsectionSection 6.2.

No Solicitation. (a) Each Stockholder hereby covenants of MRCC and agrees thatHRZN shall, from and after shall cause its respective Affiliates, Consolidated Subsidiaries, and its and each of their respective officers, directors, trustees, managers, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to, or that are intended to or could reasonably be expected to lead to, a Takeover Proposal, and demand the date hereof until immediate return or destruction (which destruction shall be certified in writing to MRCC or HRZN, as applicable) of all confidential information previously furnished to any Person (other than MRCC, HRZN, MCIP or their respective Affiliates or Representatives) with respect to any Takeover Proposal. Prior to the Termination DateEffective Time, except as expressly contemplated by this Proxy subject to Section 7.7 in the case of MRCC and AgreementSection 7.8 in the case of HRZN, such Stockholder each of MRCC and HRZN shall not, and shall cause its respective Affiliates, Consolidated Subsidiaries and its and their respective Representatives not to, directly or indirectly: (i) directly or indirectly solicit, initiate, propose induce, encourage or induce take any other action (including by providing information) designed to, or which could reasonably be expected to, facilitate any inquiries or the making, making or submission or announcement implementation of any proposal or offer (including any proposal or offer to its stockholders) with respect to any Takeover Proposal; (ii) approve, publicly endorse or recommend or enter into any agreement, arrangement, discussions or understandings with respect to any Takeover Proposal (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) or enter into any Contract or understanding (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) requiring it to abandon, terminate or fail to consummate, or that is intended to or that could reasonably be expected to result in the abandonment of, termination of or knowingly encouragefailure to consummate, the Merger or any other Transaction; (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Person (other than HRZN, MRCC, MCIP or their respective Affiliates or Representatives) any information with respect to, or take any other action to facilitate or assist, in furtherance of any offer, inquiry, indication inquiries or the making of interest or any proposal that constitutes, or is could reasonably be expected to lead to, an Acquisition any Takeover Proposal; (iiiv) furnish publicly propose or publicly announce an intention to take any of the foregoing actions; or (v) grant any (x) approval pursuant to any Takeover Statute to any Person or Group (other than AcquirorHRZN, its Subsidiaries MRCC, MCIP or any of their respective Representatives in their capacity as suchAffiliates) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal transaction (other than informing the Transactions) or (y) waiver or release under any standstill or any similar agreement with respect to equity securities of MRCC or HRZN, unless failure to grant such waiver or release would be reasonably likely to be a breach of the standard of conduct applicable to the directors of MRCC or HRZN, as applicable, under applicable Law; provided, however, that notwithstanding the foregoing, each party (A) may inform Persons of the provisions contained in this Section 3.3); 7.6 and (ivB) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably shall be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance grant a waiver of or terminate any “standstill” or similar obligation of any third party with Section 5.4 respect to equity securities of the Merger AgreementHRZN or MRCC, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries toas applicable, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered order to the Company allow such third party to confidentially submit a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Takeover Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will of MRCC and HRZN shall as promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror as reasonably informed, on a prompt basis practicable (and in any event within 24 hours)twenty-four (24) hours after receipt) (i) notify the other party in writing of any request for information or any Takeover Proposal and the terms and conditions of such request, Takeover Proposal or inquiry (including the identity of the Person (or group of Persons) making such request, Takeover Proposal or inquiry) and (ii) provide to the other party copies of any written materials received by MRCC or HRZN or their respective Representatives in connection with any of the foregoing, and the identity of the Person (or group of Persons) making any such request, Takeover Proposal or inquiry or with whom any discussions or negotiations are taking place. Each of MRCC and HRZN agrees that it shall keep the other party informed on a reasonably current basis of the status and the material terms of, any developments regarding, and conditions (including amendments or proposed amendments) of any such Acquisition request, Takeover Proposal (including or inquiry and keep the other party informed on a reasonably current basis of any amendments thereto) information requested of or provided by MRCC or HRZN and as to the status of all discussions or negotiations with respect to any such discussions request, Takeover Proposal or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectioninquiry.

No Solicitation. (a) Each Stockholder hereby covenants and agrees thatExcept as set forth in the Merger Agreement, from and after on the date hereof until the Termination Datehereof, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall noteach Holder shall, and shall cause its Representatives not controlled Affiliates to, directly or indirectly: (i) solicitand shall instruct, initiateand shall use its commercially reasonable efforts to cause, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead its and its controlled Affiliates’ Representatives acting on its behalf to, an Acquisition Proposal; (ii) furnish cease and cause to be terminated any Person or Group (other than Acquiror, its Subsidiaries or solicitation and any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in and all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. (b) Except as set forth in the Merger Agreement, from the date of this Agreement until the earlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, (i) no Holder shall nor any of their respective controlled Affiliates shall, nor shall any Holder or Group any of their respective controlled Affiliates authorize or knowingly permit any of their Representatives acting at their direction and on their behalf to, directly or indirectly, (A) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing non-public information) the making of an Acquisition Proposal, (B) engage in or otherwise participate in any discussions (except to notify a Person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of this Section 6(b) to clarify whether any such inquiry, offer or with respect proposal constitutes an Acquisition Proposal) or negotiations regarding, or furnish to any inquiries from Persons relating to other Person any offernon-public information in connection with or for the purpose of knowingly encouraging or facilitating, indication of interest or proposal relating to an Acquisition Proposal , (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (vC) enter into any letter of intent, memorandum of understanding, merger acquisition agreement, acquisition agreement in principle or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives similar agreement with respect to an Acquisition Proposal or (D) waive or release any Person from, fail to use reasonable best efforts to enforce any standstill agreement or any standstill provisions of any Contract entered into in respect of a potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. (a) Each Stockholder Except as set forth in this Section 4.3, upon execution of this Agreement the Shareholder hereby covenants agrees that it shall, and agrees thatshall direct its Representatives, from immediately to cease and after cause to be terminated all existing discussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. During the date hereof until the Termination Date, term of this Agreement and except as expressly contemplated permitted by this Proxy and AgreementSection 4.3(b), such Stockholder the Shareholder agrees that it shall not, and it shall cause not permit or authorize any of its Representatives not toRepresentatives, directly or indirectly: , to (i) solicit, initiate, propose endorse, encourage or induce facilitate any inquiry, proposal or offer with respect to, or the making, submission making or announcement completion of, any Acquisition Proposal, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest proposal or proposal offer that constitutes, or is reasonably expected likely to lead to, an to any Acquisition Proposal; , (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person or Group (other than AcquirorParent, its Subsidiaries Merger Sub or any of their respective Representatives in their capacity as suchAffiliates or designees) any non-public information relating to such Stockholderor data with respect to, its Covered Shares or otherwise cooperate in any way with, any Acquisition Proposal, (iii) cause or permit the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, acquisition option agreement, joint venture agreement, partnership agreement or other similar Contract constituting or relating to, or which is intended to or is reasonably likely to lead to, any Acquisition Proposal, or that requires the Company to abandon or terminate the Merger Agreement, (whether writteniv) make or participate in, oraldirectly or indirectly, binding a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or non-bindingpowers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any Company Shares in connection with any vote or other action on any of the Section 2.1(a) relating Matters, other than to an Acquisition Proposal recommend that the shareholders of the Company vote in favor of the adoption of the Merger Agreement and as otherwise expressly provided in this Agreement or Acquisition Transaction; otherwise to vote or consent with respect to Covered Shares in a manner that would not violate Section 2.1, or (viv) authorize or commit agree to do any of the foregoing; provided, that, notwithstanding . (b) Notwithstanding anything to the contrary in this Agreement, solely to the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which extent the Company is permitted to take the actions set forth in compliance with Section 5.4 of the Merger Agreement, including, from the date 5.2(a) of the Merger Agreement until with respect to an Acquisition Proposal, the Company’s receipt of Requisite Stockholder Approval Shareholder and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging its Representatives will be free to participate in any discussions or negotiations with; or regarding such Acquisition Proposal with the Person making such Acquisition Proposal, provided that (y) i) the Shareholder has not breached this Section 4.3 and (1ii) furnishing any non-public information relating such action by the Shareholder and its Representatives would be permitted to be taken by the Company or any of its Subsidiaries to, or (2) affording access pursuant to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a5.2(a) of the Merger Agreement. (c) For the avoidance of doubt, nothing in each case, if this Section 4.3 shall affect in any way the Company and obligations of any Person (including the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counselCompany) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read under Section 5.4 5.2 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebyAgreement. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. (a) Each Stockholder hereby covenants and agrees thatSubject to Section 22 hereof, from and after the date hereof until prior to the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall not, and shall cause its Representatives agrees not to, directly or indirectly: , (i) solicit, initiate, propose solicit or induce knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making, submission or announcement making of, any inquiry regarding, or knowingly encourage, facilitate any proposal or assist, any offer, inquiry, indication of interest or proposal offer that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would could reasonably be expected to result in or lead to an to, any Acquisition Proposal; , (iiiii) engage in, continue or otherwise participate in any negotiations or engage in discussions concerning, or negotiations with provide access to its properties, books and records or any confidential information or data to, any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any proposal, offer, indication of interest inquiry or proposal relating request for information that constitutes, or could reasonably be expected to an result in or lead to, any Acquisition Proposal Proposal, (other than informing such Persons of the provisions contained in this Section 3.3); (iviii) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably be expected propose publicly to lead toapprove, an endorse or recommend, any Acquisition Proposal; , (viv) execute or enter into into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other Contract (whether written, oral, binding similar agreement for or non-binding) relating to an any Acquisition Proposal or Acquisition Transaction; (v) resolve or (vi) authorize or commit agree to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any . Such Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and also agrees that immediately following the execution of this Agreement such Stockholder shall, and delivery of an Acceptable Confidentiality Agreementshall use commercially reasonable efforts to cause its Representatives to, (x) participating or engaging in cease any solicitations, discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, with any Person or Group or (other than the Parties and their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(aRepresentatives) of the Merger Agreement, conducted heretofore in each case, if the Company and the Company Special Committee has determined in good faith (after consultation connection with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis shall promptly (and in any event within 24 hoursone Business Day) notify, in writing, the Company of its receipt, in its capacity as a stockholder of Pubco and not in any other capacity, of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, (i) such Stockholder shall not be responsible for the actions of Pubco or its Board of Directors (or any committee thereof), any Subsidiary of Pubco, or any officers, directors (in their capacity as such), employees and professional advisors of any of the status and terms of, any developments regarding, any such Acquisition Proposal foregoing (including any amendments thereto) and the status of any such discussions or negotiations“Pubco Related Parties”), including with respect to any of the matters contemplated by providing copies this Section 6(a), (ii) such Stockholder makes no representations, warranties, covenants or agreements with respect to the actions of all written materials sent to Pubco or from any of the Pubco Related Parties, and (iii) any breach by Pubco of its obligations under Sections 7.01 and 7.02 of the Merger Agreement shall not, in and of itself, be considered a breach of this Section 6(a), (it being understood for the avoidance of doubt that such Stockholder shall remain responsible for any breach by such Stockholder or any of his, her or its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under of this subsectionSection 6(a)).

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from and after the date hereof until the Termination Date, except as expressly contemplated by Immediately upon execution of this Proxy and Agreement, such Stockholder the Company shall not, (and shall cause its Representatives officers, directors, employees, investment bankers, attorneys and other agents or representatives to) cease all discussions, negotiations, responses to inquiries (except as set forth in the proviso to this sentence) and other communications relating to any potential business combination with all third parties who, prior to the date hereof, may have expressed or otherwise indicated any interest in pursuing an Acquisition Proposal (as hereinafter defined) with the Company; provided that, this Section 5.5(a) shall not prohibit activities permitted by Section 5.5(b) in response to an inquiry initiated after the date hereof. (b) Prior to termination of this Agreement pursuant to Article VII hereof, the Company and its Subsidiaries shall not, nor shall the Company authorize or permit any officers, directors or employees of, or any investment bankers, attorneys or other agents or representatives retained by or acting on behalf of, the Company or any of its Subsidiaries to, (i) initiate, solicit or encourage, directly or indirectly: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication inquiries or the making of interest or any proposal that constitutes, or is reasonably expected to lead to, constitutes an Acquisition Proposal; , (ii) engage or participate in negotiations or discussions with, or furnish any information or data to, or take any other action to, facilitate any inquiries or making any proposal by, any third party relating to an Acquisition Proposal, (iii) enter into any agreement with respect to any Person Acquisition Proposal or Group approve an Acquisition Proposal, or (other than Acquiroriv) make or authorize any statement, its Subsidiaries recommendation or solicitation in support of any possible Acquisition Proposal Without limiting the foregoing, the Company understands and agrees that any violation of the restrictions set forth in this Section 5.5(b) by the Company or any of their respective Representatives in their capacity as such) its Subsidiaries, or by any non-public information relating to such Stockholder, its Covered Shares director or officer of the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquirorfinancial advisor, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records attorney or other non-public information, advisor or to any personnel, representative of the Company or any of its Subsidiaries, in any whether or not such case in connection with any Acquisition Proposal or with the intent person is purporting to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, act on behalf of the Company or any of its Subsidiaries toor otherwise, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered shall be deemed to be a breach of this Section 5.5(b) sufficient to enable Parent to terminate this Agreement pursuant to Section 7.1(d)(i) hereof. (c) In addition to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreementforegoing, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that shall not enter into any agreement concerning an Acquisition Proposal either constitutes a Superior Proposal or unless and until this Agreement is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebyterminated. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. (a) Each Stockholder hereby covenants The Company and agrees thatits Subsidiaries shall immediately cease, from and after shall direct the date hereof Company Representatives to immediately cease, any and all existing activities, discussions or negotiations with any Persons (other than the parties hereto) conducted heretofore with respect to any Acquisition Proposal, and shall promptly request that any such Person promptly return or destroy all confidential information concerning the Company and its Subsidiaries furnished in connection with such discussions or negotiations. (b) Subject to Section 7.1(c) and Section 7.2, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the Termination Dateearlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, except as expressly contemplated by this Proxy and Agreement, such Stockholder the Company shall not, not and shall cause its Representatives Subsidiaries not to, and shall direct any of their respective directors, officers or other employees, controlled affiliates, or any investment banker, attorney or other advisors or representatives retained by any of them (collectively, the “Company Representatives”) not to directly or indirectly: , (i) solicit, initiate, propose knowingly encourage or assist, or knowingly facilitate or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offerAcquisition Transaction, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iiiii) participate or engage in discussions or negotiations with any Person (other than Parent or Group with respect to Merger Sub or any designees of Parent or Merger Sub) regarding an Acquisition Proposal or with respect Acquisition Transaction, or furnish to any inquiries from Persons Person (other than Parent or Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any offerof its Subsidiaries, indication or afford any Person access to the business, properties, assets, books or records of interest the Company or proposal relating any of its Subsidiaries, or knowingly take any other action with the intent to encourage, assist or facilitate an Acquisition Proposal (other than informing such Persons or any inquiries or the making of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or a proposal that constitutes, or would reasonably be expected to lead to, to an Acquisition Proposal; , (viii) terminate, amend, waive or fail to enforce any rights under any “standstill” or other similar agreement between the Company or any of its Subsidiaries and any Person (other than Parent), (iv) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition definitive agreement or other similar document or Contract (whether written, oral, binding or non-binding) relating to an any Acquisition Proposal or Acquisition Transaction; Transaction (other than any confidentiality agreement entered into in accordance with Section 7.1(c) or any definitive agreement with respect to a Superior Proposal entered into in accordance with Section 7.2(c)), (v) waive the applicability of all or any portion of Section 203 of the DGCL in respect of any Person (other than Parent and its Affiliates) in relation to any Acquisition Proposal or Acquisition Transaction (other than in connection with any definitive agreement with respect to a Superior Proposal entered into in accordance with Section 7.2(c)), or (vi) authorize or commit agree to do any of the foregoing; provided, that, notwithstanding . (c) Notwithstanding anything to the contrary set forth in Sections 7.1(a) and 7.1(b), prior to the foregoingAcceptance Time, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted Board may, directly or indirectly through advisors, agents or other intermediaries, subject to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt compliance with the provisions of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreementthis Section 7.1(c), (xi) participating engage or engaging participate in discussions or negotiations with; with any Person that has made (and not withdrawn) a bona fide, written Acquisition Proposal that the Company Board concludes in good faith (after consultation with its independent financial advisor and its outside legal counsel) constitutes or would reasonably be expected to lead to a Superior Proposal and (y) ii) furnish to any Person that has made (1and not withdrawn) furnishing a bona fide, written Acquisition Proposal that the Company Board concludes in good faith (after consultation with its independent financial advisor and its outside legal counsel) constitutes or would reasonably be expected to lead to a Superior Proposal any non-public information relating to the Company or any of its Subsidiaries topursuant to a confidentiality agreement the terms of which are no less favorable to the Company than those contained in the Confidentiality Agreement (which confidentiality agreement shall not include any provisions that would prevent or restrict the Company or the Company Representatives from providing any information to Parent to which Parent would be entitled under any provision of this Agreement); provided, however, that in the case of any action taken pursuant to the foregoing clauses (i) or (2ii), (1) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, none of the Company or any of its Subsidiaries toshall have breached the terms of this Section 7.1 or Section 7.2 with respect to such Acquisition Proposal, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to (2) the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or such action is reasonably likely required in order to lead comply with its fiduciary duties to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 the Company Stockholders under Delaware Law, (3) at least 48 hours prior to taking any of the Merger Agreement and agrees not to facilitate actions set forth in clauses (i) or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (andii), in any event, within 36 hours from the receipt thereof) notify the Company gives Parent written notice containing the information set forth in Section 7.1(d), and Acquiror in writing if an Acquisition Proposal is received by, of the Company’s intention to take such actions and (4) contemporaneously with furnishing any non-public information is requested fromto such Person, the Company furnishes such non-public information to Parent (to the extent such information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, Parent, Merger Sub and the Company acknowledge and hereby agree that any breach of the restrictions set forth in this Section 7.1 by any Company Representative shall constitute a breach of this Section 7.1 by the Company. Notwithstanding anything to the contrary set forth in Section 7.1(b), the Company Board may terminate, amend, waive or fail to enforce any discussions rights under any “standstill” or negotiations are sought to be initiated or continued with, such Stockholder other similar agreement between the Company or any of its Representatives Subsidiaries and any Person if, after consultation with respect its outside legal counsel, the Company Board determines that the failure to so terminate, amend, waive or fail to enforce such rights would reasonably be expected to result in a breach of the Company Board’s fiduciary duties to the Company Stockholders under Delaware Law. (d) In addition to the obligations of the Company set forth in Section 7.1(c), the Company shall promptly, and in all cases within 24 hours of its receipt, advise Parent orally and in writing of (i) any Acquisition Proposal, (ii) any request for information that would reasonably be expected to lead to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include Transaction or (Aiii) any inquiry with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal or Acquisition Transaction, in each case, including the terms and conditions of such Acquisition Proposal or Acquisition Transaction, request or inquiry (unless such Acquisition Proposal is in written form, in which case the Company shall give Parent a copy thereof), and the identity of the Person or Group group making any such Acquisition Proposal, request or seeking of discussions or negotiations; inquiry. The Company shall keep Parent promptly and (B) a summary reasonably informed of the status, details, terms and conditions (including all material terms, conditions amendments or other aspects proposed amendments) of any such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectioninquiry.

No Solicitation. (a) Each Stockholder hereby covenants of the Company and agrees Parent agree that, from and after the date hereof until the Termination Date, except as expressly contemplated permitted by this Proxy and AgreementSection 6.2 from the date of this Agreement to the Effective Time or, such Stockholder shall notif earlier, the termination of this Agreement in accordance with its terms, neither it nor any of its Subsidiaries shall, and each shall cause its Representatives respective Subsidiaries and its and their respective officers, directors, employees, investment bankers, attorneys, accountants and other advisors, agents or representatives (such Persons, collectively, “Representatives”) not to, directly or indirectly: : (i) solicit, initiate, propose or induce the making, submission or announcement of, solicit or knowingly encourage, encourage or facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest proposal or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal offer that constitutes, or would reasonably be expected to lead to, an any Company Acquisition Proposal, in the case of the Company, or any Parent Acquisition Proposal, in the case of Parent; (ii) enter into, engage in, maintain, continue or otherwise participate in any discussions or negotiations with, or furnish or otherwise make available any material non-public information or data to, any Person other than the other Parties, or any of their Affiliates or any of their respective Representatives (a “Third Party”) that is reasonably likely to be considering or seeking to make, or has made within the 12 months preceding the date of this Agreement, a Company Acquisition Proposal (in the case of the Company) or a Parent Acquisition Proposal (in the case of Parent), in each case relating to, or as would reasonably be expected to lead to, a Company Acquisition Proposal or a Parent Acquisition Proposal, respectively; or (viii) enter into any agreement in principle, letter of intent, memorandum of understandingterm sheet, merger agreement, acquisition agreement agreement, option agreement, memorandum of understanding or other Contract (whether written, oral, binding or non-bindingother than an Acceptable Confidentiality Agreement entered into in accordance with Section 6.2(b)) relating to, or that would reasonably be expected to an lead to, a Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Transaction; or Proposal (viin the case of Parent) authorize or commit to do (any of the foregoing; provided, thatan “Alternative Acquisition Agreement”). (iv) Each of the Company and Parent shall, notwithstanding anything and shall cause its Subsidiaries and its and their respective Representatives to, cease immediately and cause to the contrary be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party or its Representatives, with respect to any Company Acquisition Proposal (in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 case of the Merger AgreementCompany) or Parent Acquisition Proposal (in the case of Parent), includingor any inquiry, from proposal or offer that would reasonably be expected to lead to, any Company Acquisition Proposal or Parent Acquisition Proposal, as the date case may be, and shall promptly request that each Third Party to whom confidential information has been furnished or otherwise made available by or on behalf of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company such Party or any of its Subsidiaries to, or (2) affording access to within the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after 12 month period preceding the date of this Agreement in connection with, or for the Merger Agreement purpose of evaluating, a Company Acquisition Proposal or Parent Acquisition Proposal, promptly return or destroy all such confidential information so furnished or otherwise made available. Neither the Company nor Parent shall, and each shall cause its Subsidiaries not to, terminate, waive, amend, release or modify in any respect any standstill or other similar provision of any confidentiality agreement to which any of them is a party in connection with a Company Acquisition Proposal or Parent Acquisition Proposal, respectively, or other proposal, inquiry or offer that did not result from would reasonably be expected to lead to a material breach Company Acquisition Proposal or Parent Acquisition Proposal, and shall use commercially reasonable efforts to enforce the provisions of Section 5.4(a) any such confidentiality agreements, including by seeking injunctions to prevent any known breaches of any such agreements and to enforce specifically the Merger Agreementterms and provisions thereof, except in each case, case if the Company and the Company Special Committee has determined such Party’s board of directors determines in good faith (faith, after consultation with its financial advisor and outside legal counsel) , that an Acquisition Proposal either constitutes a Superior Proposal or is taking such action would be reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebybe inconsistent with its fiduciary duties under applicable Law. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from and after Except to the date hereof until the Termination Date, except as extent expressly contemplated permitted by this Proxy Section 5.4, during the Pre-Closing Period, WWE shall, shall cause its Subsidiaries and direct its and their Representatives to (i) promptly (and in any case within twenty-four (24) hours) terminate (or cause to be terminated) any discussions or negotiations with any Person and its Affiliates and Representatives that would be prohibited by this Section 5.4, (ii) promptly (and in any case within twelve (12) hours of the execution of this Agreement) terminate (or cause to be terminated) such Person’s and its Affiliates’ and Representatives’ access to any data room or other depository of information maintained by or on behalf of WWE and its Subsidiaries for purposes of facilitating an Acquisition Proposal and (iii) promptly cease any direct or indirect solicitation, knowing encouragement, discussion, or negotiation with any such Stockholder Person that may be ongoing relating to an Acquisition Proposal. Additionally, WWE shall not, and shall cause its Subsidiaries not to and direct its and their Representatives not to, directly or indirectly: , (iA) solicit, initiate, or knowingly facilitate, or knowingly encourage (including by way of furnishing non-public information), or otherwise propose or knowingly induce the making, submission submission, or announcement of, any proposal or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal offer that constitutes, or is would reasonably be expected to constitute or lead to, an Acquisition Proposal; , (iiB) engage in, continue, or otherwise participate in any discussion or negotiation regarding, or furnish to any other Person or Group (other than AcquirorEDR, its Subsidiaries (including EDR OpCo and HoldCo) or any of its and their respective Representatives in their capacity as suchdesignees) any non-public information and data relating to such Stockholder, its Covered Shares or the Company WWE or any of its Subsidiaries or afford to any Person or Group (other than AcquirorEDR, its Subsidiaries (including EDR OpCo and HoldCo) or any of its and their respective Representatives in their capacity as suchdesignees) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company WWE or any of its SubsidiariesSubsidiaries (except pursuant to Section 220 of the DGCL), in any such case each case, in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement ofwith, or to for the purpose of knowingly encourage, facilitate encouraging or assistknowingly facilitating, an Acquisition Proposal or any inquires or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; , (iiiC) participate approve, adopt, endorse or engage in discussions or negotiations with any Person or Group with respect to recommend an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest offer or proposal relating that could lead to an Acquisition Proposal Proposal, (other than informing such Persons of the provisions contained in this Section 3.3); D) terminate, amend, release, modify or fail to enforce any provision (ivincluding any standstill or similar provision) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesof, or would reasonably be expected to lead togrant any permission, an Acquisition Proposal; waiver or request under, any confidentiality, standstill or similar agreement, (vE) grant any waiver, amendment or release under any Takeover Laws, (F) authorize or enter into any letter of intent, memorandum of understanding, merger acquisition agreement, acquisition agreement in principle, or other Contract (whether written, oral, binding or non-bindingan “Acquisition Agreement”) relating to an Acquisition Proposal or Acquisition Transaction; (G) resolve, agree or (vi) authorize or commit propose to do any of the foregoing; provided, that, notwithstanding anything if (and only if) prior to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the CompanyWWE’s receipt of Requisite Stockholder Approval the duly executed WWE Written Consent, WWE receives an Acquisition Proposal that did not result from a breach of this Section 5.4(a) and the WWE Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal is, or could reasonably be expected to result in, a Superior Proposal and a failure to take the actions contemplated by the following clauses (1), (2) or (3) would be inconsistent with the execution directors’ fiduciary duties under applicable Law, WWE and delivery of the WWE Subsidiaries and their respective Representatives may (1) enter into an Acceptable Confidentiality Agreement, (x2) participating or engaging engage in discussions or negotiations with; or regarding such Acquisition Proposal (y) so long as WWE and such person have executed an Acceptable Confidentiality Agreement) and (13) furnishing any non-public furnish information relating to the Company or any of its Subsidiaries to, or (2) affording afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company WWE or any of its Subsidiaries to(so long as WWE and such person have executed an Acceptable Confidentiality Agreement), in each case, any Person with the person making or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written renewing such Acquisition Proposal after and its Representatives; provided, however, that any such information or access has previously been made available to EDR or shall be made available to EDR prior to, or substantially concurrently with, the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or time such information is reasonably likely made available to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebyPerson. (b) Each Stockholder will WWE shall promptly (and, in any event, within 36 hours from the 24 hours) after receipt thereof) notify the Company and Acquiror in writing if an of any Acquisition Proposal is received by, any non-public information is requested from, by it or any discussions or negotiations are sought to be initiated or continued withof its Representatives, notify EDR of the material terms of such Acquisition Proposal received by WWE, the Specified Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) their respective Affiliates, and the identity of the Person person or Group “group” making such Acquisition ProposalProposal and shall provide EDR with copies of any written requests, request proposals or seeking of discussions or negotiations; offers, including proposed agreements, and (B) a summary of the material terms, terms and conditions of any proposals or other aspects of offers (or where no such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writingcopies are available, a copy thereof reasonably detailed written description thereof). In addition, WWE shall, and all written materials received in connection therewith. Thereaftershall cause its Subsidiaries, each the Specified Stockholder must and their respective Affiliates to, keep the Company and Acquiror EDR reasonably informed, on a prompt basis (and in any event within 24 hours), informed of the status and terms of, any developments regardingand material changes in, any such Acquisition Proposal. WWE shall promptly (and, in any event, within 24 hours), following a determination by the WWE Board that an Acquisition Proposal is a Superior Proposal to the extent WWE Board is permitted to do so pursuant to Section 5.6, notify Parent of such determination in writing (including any amendments theretoand, for the avoidance of doubt, following WWE’s receipt of the WWE Written Consent, the WWE Board shall have no right to make such a determination pursuant to Section 5.6 or otherwise). (c) and As soon as reasonably practicable after the status date of any such discussions this Agreement, WWE shall deliver a written notice to each Person that entered into a confidentiality agreement relating to an Acquisition Proposal within the 180 days preceding the date of this Agreement requesting the prompt return or negotiations, including by providing copies destruction of all written materials sent confidential information previously furnished to or from any Person pursuant to such Stockholder or confidentiality agreement within such 180-day period. (d) Without limiting the foregoing, WWE agrees that if any of its Representatives relating officers, or its or their officers’ direct reports, or its or their directors, or any investment banker or financial advisor retained by, and acting on behalf of WWE, takes (or omits to take) any action that if taken (or not taken) by WWE would constitute a breach of this Section 5.4, then such Acquisition Proposal. The parties acknowledge that notice provided action (or inaction) shall be deemed to constitute a breach of this Section 5.4 by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectionWWE.

No Solicitation. (a) Each Stockholder hereby covenants The Company shall, and agrees thatshall cause each of its Representatives and each of the other Acquired Companies (and each of their respective Representatives) to, from immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted on or prior to the date of this Agreement with respect to any Acquisition Proposal, and shall promptly after the date hereof of this Agreement instruct each Person that has in the twelve months prior to the date of this Agreement executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy in accordance with the terms of such confidentiality agreement all information, documents and materials relating to the Acquisition Proposal or to the Acquired Companies and their businesses previously furnished by or on behalf of the Acquired Companies or any of their respective Representatives to such Person or such Person’s Representatives. (b) Subject to this Section 6.03, from the date of this Agreement until the Termination Dateearlier of the Effective Time or the termination of this Agreement in accordance with its terms, except as expressly contemplated by this Proxy and Agreement, such Stockholder the Company shall not, and shall cause each of the other Acquired Companies not to (and the Company shall direct its Representatives not to and shall cause each of the Acquired Companies to direct each of their respective Representatives not to), directly or indirectly: , (i) solicit, initiate, propose or induce the making, submission or announcement of, seek or knowingly encourage, encourage or facilitate or assisttake any action to solicit, initiate or seek or knowingly encourage or facilitate any offer, inquiry, indication expression of interest interest, proposal or proposal offer that constitutes, or is reasonably expected to lead to, constitutes an Acquisition Proposal; , (ii) enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than Parent, (iii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) Parent any non-public information that the Company believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to such Stockholderan Acquisition Proposal, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as suchiv) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with accept any Acquisition Proposal or enter into any agreement, letter of intent or Contract providing for the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to any Acquisition Proposal (other than a confidentiality agreement as contemplated by Section 6.03(d)) or (v) submit any Acquisition Proposal or any matter related thereto to the vote of the stockholders of the Company. (c) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the intent Company shall promptly (and in any event within 24 hours) provide Parent with: (i) an oral and a written description of any inquiry, expression of interest, proposal or offer relating to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal (including any modification thereto), or the making of any offer, inquiry, indication of interest or proposal request for information that constitutes or would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate Proposal , that is received by an Acquired Company or engage in discussions or negotiations with any Representative of any Acquired Company from any Person (other than Parent) including in such description the identity of the Person from which such inquiry, expression of interest, proposal, offer or Group request for information was received (the “Other Interested Party”); and (ii) a copy of each written communication and a summary of each oral communication transmitted on behalf of the Other Interested Party or any of its Representatives to any Acquired Company or any Representative of any Acquired Company or transmitted on behalf of any Acquired Company or any Representative of any Acquired Company to the Other Interested Party or any of its Representatives (including any communications related to the proposed amount or form of consideration, financing terms, if any, and closing conditions), in each case, to the extent such communication constitutes a material development with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an a potential Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in . Without limiting the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted shall promptly (and in any event within 24 hours) notify Parent orally and in writing if the Company determines to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating begin providing information or engaging to engage in discussions or negotiations with; or (yconcerning an Acquisition Proposal pursuant to Section 6.03(d). (1d) furnishing Notwithstanding Section 6.03(b), if at any non-public information relating time prior to the adoption of this Agreement by the Required Company or any of its Subsidiaries toStockholder Approval, or (2i) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company received a bona fide written Acquisition Proposal after the date from a third party, (ii) neither any Acquired Company nor any of their respective Representatives shall have directly or indirectly violated any of the Merger Agreement restrictions set forth in Section 6.03 in a manner that did not result from a material breach resulted in the submission of Section 5.4(asuch Acquisition Proposal, (iii) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined Board of Directors determines in good faith (faith, after consultation with its financial advisor advisors and outside legal counsel) , that an such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents Proposal and warrants (iv) after consultation with its outside counsel, the Company Board of Directors determines in good faith that such Stockholder has read Section 5.4 action is necessary to comply with its fiduciary duties to the stockholders of the Merger Agreement Company under Applicable Law, then the Company may take the following actions: (A) furnish information with respect to the Acquired Companies to the Person making such Acquisition Proposal and agrees not to facilitate or (B) participate in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal; provided that the Company (x) shall not, and shall not allow any actions prohibited therebyother Acquired Company or any Representative of any Acquired Company to, disclose any information to such Person without first entering into a confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of any of the Acquired Companies, provided that such confidentiality agreement shall not be required to contain a “standstill” provision and (y) shall promptly provide to Parent or its Representatives any information concerning the Acquired Companies provided to such other Person which was not previously provided to Parent. (be) Each Notwithstanding anything to the contrary contained in Section 6.02(b) or this Section 6.03, at any time prior to the adoption of this Agreement by the Required Company Stockholder will promptly (andApproval, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any Board of its Representatives with respect Directors may make a Change of Board Recommendation for a reason unrelated to an Acquisition Proposal (it being understood and agreed that any Change of Board Recommendation proposed to be made in relation to an Acquisition Proposal may only be made pursuant to and in accordance with the terms of Section 6.03(f)) if the Company Board of Directors has determined in good faith, after consultation with its outside legal counsel, that, in light of facts, events or potential circumstances that have developed since the date of this Agreement that were not foreseen or reasonably foreseeable to the Company as of the date of this Agreement (an “Intervening Event”) and taking into account the results of any negotiations with Parent as contemplated by subsection (ii) below and any offer from Parent contemplated by subsection (iii) below, that such action is necessary to comply with the fiduciary duties owed by the Company Board of Directors to the stockholders of the Company under Applicable Law; provided, however, that the Company Board may not withdraw, modify or amend the Company Board Recommendation in a manner adverse to Parent pursuant to the foregoing unless: (i) the Company shall have provided prior written notice to Parent, at least four Business Days in advance (the “Intervening Event Notice Period”), of the Company’s intention to make a Change of Board Recommendation (it being understood that the delivery of such notice and any amendment or update thereto and the determination to so deliver such notice, update or amendment shall not, by itself, constitute a Change of Board Recommendation or otherwise give rise to a Triggering Event), which notice shall specify the Company Board of Directors reason for proposing to effect such Change of Board Recommendation; (ii) prior to effecting such Change of Board Recommendation, the Company shall, and shall cause the Company Representatives to, during the Intervening Event Notice Period negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement in such a manner that would obviate the need for the Company Board of Directors to effect such Change of Board Recommendation; and (iii) Parent shall not have, within the aforementioned four Business Day period, made a written, binding and irrevocable (through the expiration of such period) offer to modify the terms and conditions of this Agreement, which is set forth in a definitive written amendment to this Agreement delivered to the Company and executed on behalf of Parent and Merger Sub, and Second Merger Sub that the Company Board of Directors has in good faith determined (after consultation with its outside legal counsel and its financial advisor) would obviate the need for the Company Board of Directors to effect such Change of Board Recommendation. (f) Notwithstanding anything to the contrary contained in Section 6.02(b) or this Section 6.03, if the Company receives an Acquisition Proposal that the Company Board of Directors determines in good faith, after consultation with outside counsel and its financial advisors, constitutes a Superior Proposal. Such , after giving effect to all of the adjustments to the terms and conditions of this Agreement that have been delivered to the Company by Parent in writing during the Notice Period provided pursuant to Section 6.03(f), that are binding and have been irrevocably committed to by Parent in writing, the Company Board of Directors may at any time prior to the adoption of this Agreement by the Required Company Stockholder Approval, if the Company Board of Directors determines in good faith, after consultation with outside counsel, that such action is necessary to comply with the fiduciary duties owed by the Company Board of Directors to the stockholders of the Company under Applicable Law, take the following action: (y) effect a Change of Board Recommendation with respect to such Superior Proposal or (z) terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to the foregoing clause (z), and any purported termination pursuant to the foregoing clause (z) shall be void and of no force or effect, unless in advance of or concurrently with such termination the Company complies with the provisions of Section 9.01(f) and Section 9.03; and provided further that the Company Board may not withdraw, modify or amend the Company Board Recommendation in a manner adverse to Parent pursuant to the foregoing clause (y) or terminate this Agreement pursuant to the foregoing clause (z) unless: (i) the Company shall have provided prior written notice must include to Parent, at least four Business Days in advance (A) the “Notice Period”), of the Company’s intention to take such action with respect to such Superior Proposal (it being understood that the delivery of such notice and any amendment or update thereto and the determination to so deliver such notice, update or amendment shall not, by itself, constitute a Change of Board Recommendation or otherwise give rise to a Triggering Event), which notice shall specify the material terms and conditions of such Superior Proposal, (including the identity of the Person or Group party making such Acquisition Superior Proposal) and shall have contemporaneously provided a copy of the relevant proposed transaction agreements with the party making such Superior Proposal, request including the definitive agreement with respect to such Superior Proposal (the “Alternative Acquisition Agreement”); and (ii) prior to effecting such Change of Board Recommendation or seeking of discussions or negotiations; and (B) terminating this Agreement to enter into a summary of the material terms, conditions or other aspects of definitive agreement with respect to such Acquisition Superior Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company shall, and Acquiror reasonably informedshall cause the Company Representatives to, on a prompt basis during the Notice Period, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and in any event within 24 hours), conditions of the status and terms of, any developments regarding, any this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. In the event of any material revisions to the Superior Proposal, the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 6.03(f) with respect to such new written notice; provided that the Notice Period for any subsequent notice shall be shortened from four Business Days to two Business Days.). (g) The Company agrees that any action or inaction of any of the Acquired Companies or their respective Representatives that is inconsistent with the provisions set forth in this Section 6.03 shall be deemed to be a breach of this Agreement (including any amendments theretothis Section 6.03) and by the status Company; provided, however, that no such action or inaction shall be taken into account for purposes of any such discussions Section 9.01(e) or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to Section 9.01(g)(ii) unless the Company under shall have permitted (with respect to its officers, directors and employees) or shall have knowingly permitted (with respect to any Representative of the Company who is not a Company officer, director or employee) such action or inaction to occur, and such action or inaction is materially inconsistent with this subsectionSection 6.03.

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from and after that during the date hereof until the Termination Date, except as expressly contemplated by term of this Proxy and Agreement, such Stockholder Agreement it shall not, and shall cause not permit any of its Subsidiaries, Affiliates or Representatives not to, directly or indirectly: indirectly through another person, (i) solicit, initiate, propose or induce the making, submission or announcement of, initiate or knowingly encourage, facilitate or assisttake any other action designed to, or which would reasonably be likely to, result in or facilitate, any offerTakeover Proposal or the making or consummation thereof, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person person any information in connection with, or Group otherwise cooperate in any way with, any Takeover Proposal or (iii) waive, terminate, modify or fail to enforce any provision of any “standstill” or similar obligation of any person other than AcquirorParent, its Subsidiaries (iv) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the U.S. Securities and Exchange Commission) or powers of attorney or similar rights to vote, or seek to advise or influence any person with respect to the voting of, any shares of their respective Representatives Common Stock in their capacity as such) connection with any non-public information relating vote or other action on any matter, other than to such Stockholder, its Covered Shares or recommend that stockholders of the Company vote in favor of the adoption of the Merger Agreement and as otherwise expressly provided in this Agreement, (v) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow any of its Subsidiaries to execute or afford to any Person or Group (other than Acquirorenter into, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar Contract (whether writtenconstituting or related to, oralor that is intended to or could reasonably be expected to lead to, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; any Takeover Proposal, or (vi) authorize agree or commit publicly propose to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 that, as of the Merger Agreement and agrees date hereof, it is not to facilitate or participate engaged in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought with respect to any Takeover Proposal and agrees immediately to cease and cause to be initiated terminated all discussions or continued withnegotiations with any person conducted heretofore with any person other than Parent with respect to any possible Takeover Proposal, and will take the necessary steps to inform its Affiliates and Representatives of the obligations undertaken by such Stockholder or pursuant to this Agreement, including this Section 4.03. Each Stockholder also agrees that any violation of this Section 4.03 by any of its Affiliates or Representatives with respect shall be deemed to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) be a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including violation by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectionSection 4.03.

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from and after During the date hereof until the Termination DatePre-Closing Period, except as expressly contemplated by otherwise specifically provided for in this Proxy Section 5.2, the Company agrees that it shall not (and Agreement, such Stockholder that the Company shall notcause each Company Subsidiary and the directors and officers of the Company and the Company Subsidiaries not to), and that it shall use reasonable best efforts to cause its other Representatives not to, directly or indirectly: indirectly (i) solicit, initiate, propose initiate or induce knowingly encourage or knowingly facilitate the making, submission or an announcement ofof any Company Competing Proposal, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) participate in any negotiations regarding, or furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public nonpublic information relating to the Company or any Company Subsidiary in connection with any Company Competing Proposal or any proposal or offer that constitutes or could reasonably be expected to lead to a Company Competing Proposal, (iii) engage in discussions with any Person with respect to any Company Competing Proposal or any proposal or offer that constitutes or could reasonably be expected to lead to a Company Competing Proposal, (iv) approve or recommend, propose publicly to approve or recommend, or fail to timely recommend against, any Company Competing Proposal, (v) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, or (vi) enter into any letter of its Subsidiaries intent or other document or agreement relating to, or any agreement or commitment providing for, any Company Competing Proposal (2an “Alternative Acquisition Agreement” and any act described in clauses (iv) affording access and (v) above, a “Company Change of Recommendation”). The Company shall immediately cease, and shall use commercially reasonable efforts to the businesscause its Representatives to immediately cease, properties, assets, books, records any and all existing discussions or other non-public information, or negotiations with any parties conducted heretofore with respect to any personnel, Company Competing Proposal. The Company shall promptly following the execution of this Agreement inform its Representatives of the Company or any Company’s obligations under this Section 5.2. For purposes of its Subsidiaries tothis Section 5.2, in each case, the term “Person” includes any Person or Group or their respective Representatives that has made“group,” as defined in Section 13(d) of the Exchange Act, renewed or delivered other than, with respect to the Company, Parent. The Company a and the Company Subsidiaries and the Company’s Representatives may in any event (A) seek to clarify and understand the terms and conditions of any bona fide fide, written Acquisition Company Competing Proposal after the date of the Merger Agreement (or amended proposal) that did not result from a material breach of Section 5.4(a5.2(a) solely to determine whether such Company Competing Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal and (B) inform a Person that has made a Company Competing Proposal of the provisions of this Section 5.2, in each case, so long as the Company, the Company Subsidiaries and the Company’s Representatives otherwise comply with this Section 5.2 in connection therewith. The Company shall not terminate, waive, amend or modify any provision of any standstill or confidentiality agreement to which the Company is a party, in each case, with respect to the submission of any Company Competing Proposal, except to the extent to allow the applicable party to make a confidential Company Competing Proposal to the Company Board. (b) Notwithstanding the limitations set forth in Section 5.2(a), if the Company receives, prior to the time the Required Company Shareholder Vote is obtained, a bona fide, written Company Competing Proposal from any Person that did not result from a material breach of Section 5.2(a), which the Company Board determines in good faith after consultation with the Company’s outside legal and financial advisors (i) constitutes a Company Superior Proposal or (ii) could reasonably be expected to result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Company Superior Proposal, then in either event, with respect to such Company Competing Proposal or Person, prior to the time the Required Company Shareholder Vote is obtained, the Company may take the following actions: (x) furnish nonpublic information to the Person making such Company Competing Proposal, if, and only if, prior to so furnishing such information, the Company receives from such Person an executed Acceptable Confidentiality Agreement and any such nonpublic information has previously been provided to Parent or its Representatives or is provided to Parent prior to or substantially concurrently with the time such information or data is provided to such Person and (y) engage in discussions or negotiations with such Person with respect to the Company Competing Proposal. (c) The Company shall notify Parent orally and in writing promptly (but in any event within two (2) days) (i) after receipt of any Company Competing Proposal (or any proposal or offer that constitutes or could reasonably be expected to lead to a Company Competing Proposal), which notice shall include the identity of the Person making such proposal or offer and copies of all proposals, offers and drafts of proposed agreements related thereto, (ii) of any change to the Merger financial or other material terms and conditions of any Company Competing Proposal and the Company shall otherwise keep Parent reasonably informed of the status of any such Company Competing Proposal (including by providing copies of all proposals, offers and drafts of proposed agreements related thereto that have not already been provided pursuant to clause (i) above) and (iii) after receipt of any request for non-public information relating to it or any Company Subsidiary or for access to its or any of the Company Subsidiaries’ properties, books or records by any Person in connection with a Company Competing Proposal or a proposal or offer that could reasonably be expected to lead to a Company Competing Proposal. Neither the Company nor any Company Subsidiary shall, after the date of this Agreement, enter into any confidentiality or similar agreement that would prohibit it from providing such information to Parent. (d) Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the time the Required Company Shareholder Vote is obtained, the Company Board may make a Company Change of Recommendation (i) in response to a Company Intervening Event, or (ii) a Company Superior Proposal, in each case, if and only if, with respect to each of clauses (i) and (ii), the Company and the Company Special Committee Board has determined in good faith after consultation with the Company’s outside legal counsel that the failure to take such action would be inconsistent with the fiduciary duties of the members of the Company Board under applicable Minnesota Law and the Company first complies with Section 5.2(e). (e) Prior to the Company taking any action permitted (i) under Section 5.2(d)(i), the Company shall provide Parent with four (4) Business Days’ prior written notice advising Parent that it intends to effect a Company Change of Recommendation and specifying, in reasonable detail, the reasons therefor (including the material facts and circumstances related to the applicable Company Intervening Event), and during such four (4) Business Day period, (x) the Company shall negotiate, and cause its Representatives to negotiate, with Parent and its Representatives in good faith (to the extent Parent wishes to negotiate) to enable Parent to determine whether to propose revisions to the terms of this Agreement such that it would obviate the need for the Company Board to make a Company Change of Recommendation, (y) the Company shall consider in good faith any proposal by Parent to amend the terms and conditions of this Agreement in a manner that would obviate the need to effect a Company Change of Recommendation and (z) at the end of the four (4) Business Day period described above, and taking into account any changes to this Agreement proposed by Parent to the Company, the Company Board has determined in good faith after consultation with the Company’s outside legal counsel that the failure to take such action would be inconsistent with the fiduciary duties of the members of the Company Board under applicable Minnesota Law even if such changes proposed by Parent were given effect or (ii) under Section 5.2(d)(ii), the Company shall provide Parent with four (4) Business Days’ prior written notice (it being understood and agreed that any change or amendment to the financial or other material terms and conditions of any Company Competing Proposal shall require the Company to again comply with this Section 5.2(e) and provide a new notice and an additional two (2) Business Day period) advising Parent that the Company Board intends to take such action and contemporaneously providing to Parent a copy of the Company Superior Proposal, a copy of any proposed agreements for such Company Superior Proposal (including any financing commitments related thereto) (or, in each case, if not provided in writing to the Company or any of its Representatives, a written summary of the terms thereof), and during such five (5) Business Day period (or any subsequent two (2) Business Day period), (x) the Company shall negotiate, and cause its Representatives to negotiate, with Parent and its Representatives in good faith (to the extent Parent wishes to negotiate) to enable Parent to determine whether to propose revisions to the terms of this Agreement or any other agreement related to the Transactions such that such Company Competing Proposal would no longer constitute a Company Superior Proposal, (y) the Company shall consider in good faith any proposal by Parent to amend the terms and conditions of this Agreement or any other agreement related to the Transactions such that such Company Competing Proposal would no longer constitute a Company Superior Proposal and (z) at the end of such five (5) Business Day period, and taking into account any changes to the terms of this Agreement proposed by Parent to the Company, the Company Board has determined in good faith, after consultation with its outside financial advisor advisors and outside legal counsel) , that an Acquisition such Company Competing Proposal either constitutes would continue to constitute a Company Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that even if such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebychanges proposed by Parent were given effect. (bf) Each Stockholder will promptly (and, Nothing contained in any event, within 36 hours from the receipt thereof) notify this Agreement shall prohibit the Company or the Company Board from (i) disclosing to the Company’s shareholders a position contemplated by Rules 14d-9 and Acquiror 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its shareholders if the Company Board has reasonably determined in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought good faith after consultation with the Company’s outside legal counsel that the failure to do so would be initiated or continued with, such Stockholder or any of its Representatives inconsistent with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity fiduciary duties of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary members of the material termsCompany Board under applicable Minnesota Law; provided, conditions or other aspects however, that this Section 5.2(f) shall not permit the Company Board to make a Company Change of such Acquisition ProposalRecommendation except in compliance with Section 5.2(d) and Section 5.2(e). (g) References in this Section 5.2 to the “Company Board” shall include, request or seeking of discussions or negotiations and, if in writingto the extent applicable, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectionduly authorized committee thereof.

No Solicitation. (a) Each Stockholder hereby covenants and agrees thatUntil the earlier of (i) the Closing, from and after or (ii) the date hereof until of termination of this Agreement pursuant to the Termination Dateprovisions of Section 10.1 hereof, except as expressly contemplated by this Proxy and Agreementneither the Company nor any Company Stockholder shall, such nor shall the Company or any Company Stockholder shall notpermit any of the officers, and shall cause its Representatives not directors, members, employees, shareholders, agents, representatives or affiliates of any Acquired Entity (each, a “Company Representative”) to, directly or indirectly, take any of the following actions with any party other than Parent and its designees: (iA) solicit, initiate, propose participate or induce the making, submission knowingly encourage any negotiations or announcement ofdiscussions with respect to any offer or proposal to acquire all or any portion of any Acquired Entity’s business or properties, or knowingly encourageany equity interest in any Acquired Entity, facilitate or assist, any offer, inquiry, indication including shares of interest or proposal that constitutescapital stock, or is reasonably expected any rights to lead toacquire any shares of capital stock or other equity interests in such Acquired Entity, an Acquisition Proposal; regardless of the form of transaction (iia “Competing Transaction”), or effect any such transaction, (B) furnish disclose any information to any Person concerning the business or Group (other than Acquirorproperties of any Acquired Entity, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the Company’s properties, books or records other than in the ordinary course of business, properties, assets, books, records (C) assist or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations cooperate with any Person or Group with respect to an Acquisition Proposal or with respect to make any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesregarding a Competing Transaction, or would reasonably be expected to lead to, an Acquisition Proposal; (vD) enter into any letter agreement with any Person providing for a Competing Transaction. In the event that the Company, any Company Stockholder or any Company Representative shall receive, prior to the Closing or the termination of intentthis Agreement in accordance with Section 10.1 hereof, memorandum any offer, proposal, or request, directly or indirectly, of understandingthe type referenced in clause (A), merger agreement(C) or (D) above, acquisition agreement or any request for disclosure or access as referenced in clause (B) above, the Company, Company Stockholder or such Company Representative, as applicable, shall, or shall cause the Company, such Company Stockholder or such Company Representative to, immediately (i) terminate, suspend or otherwise discontinue any and all discussions or other Contract negotiations with such Person with regard to such offers, proposals, or requests and (whether writtenii) notify Parent thereof, oral, binding or non-binding) relating including information as to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any the identity of the foregoing; providedPerson making any such offer or proposal and the specific terms of such offer or proposal, thatas the case may be, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreementand such other information related thereto as Parent may reasonably request, including, from the date but not limited to a copy thereof or a summary of the Merger Agreement until the Company’s receipt principal terms of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreementany such inquiry, (x) participating offer or engaging proposal that is not in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebywriting. (b) Each Stockholder will promptly (andThe parties hereto agree that irreparable harm would occur in the event that the provisions of this Section 5.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Parent shall be entitled to an immediate injunction or injunctions, without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this Section 5.2 and to enforce specifically the terms and provisions hereof in any eventcourt of the United States or any state having jurisdiction, within 36 hours from this being in addition to any other remedy to which Parent may be entitled at law or in equity. Without limiting the receipt thereofforegoing, it is understood that any violation of the restrictions set forth above (i) notify by any Founder, officer or director of the Company shall be deemed to be a breach of this Agreement by the Company and Acquiror in writing if an Acquisition Proposal is received by, (ii) by any non-public information is requested from, or any discussions or negotiations are sought to other Company Stockholder shall be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects sole responsibility of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. (a) Each Stockholder hereby covenants The Company shall, and agrees thatshall cause its Affiliates, from Consolidated Subsidiaries, and after its and each of their respective officers, directors, trustees, managers, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated immediately any discussions or negotiations with any parties that may be ongoing with respect to, or that are intended to or could reasonably be expected to lead to, a Takeover Proposal. The Company shall promptly demand that each Person (other than Parent or its Affiliates or Representatives) that has heretofore executed a confidentiality agreement with respect to the date hereof until Company’s consideration of a possible Takeover Proposal immediately return or destroy (which destruction shall be certified in writing by such Person to the Termination DateCompany) all confidential information heretofore furnished to such Person. Prior to the Effective Time, except as expressly contemplated by this Proxy and Agreementsubject to Section 6.7(c), such Stockholder the Company shall not, and shall cause its Affiliates, Consolidated Subsidiaries and its and their respective Representatives not to, directly or indirectly: (i) directly or indirectly solicit, initiate, propose induce, knowingly encourage or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, take any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or action with the intent to solicit, initiate, induce or encourage (including by way of furnishing or disclosing information) any inquiries or the making, making or submission or announcement implementation of any proposal or offer (including any proposal or offer to its stockholders) with respect to any Takeover Proposal, (ii) enter into any agreement, arrangement, discussions or understanding with respect to any Takeover Proposal (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) or enter into any Contract or understanding (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) requiring it to abandon, terminate or fail to consummate, or that is intended to or that would reasonably be expected to result in the abandonment of, termination of or failure to knowingly encourageconsummate, the Merger or any other Transaction, (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Person (other than Parent or its Affiliates or Representatives) any information with respect to, or take any other action to facilitate or assist, an Acquisition Proposal in furtherance of any inquiries or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition any Takeover Proposal; , or (viv) enter into grant any letter approval pursuant to any Takeover Statute to any Person (other than Parent or its Affiliates) or transaction (other than the Transactions) or waiver or release under any standstill or any similar agreement with respect to equity securities of intentthe Company. (b) The Company shall advise Parent in writing of any request for information or any Takeover Proposal and the terms and conditions of such request, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Takeover Proposal or Acquisition Transaction; inquiry (including the identity of the Person (or (vigroup of Persons) authorize making such request, Takeover Proposal or commit inquiry) and the Company shall promptly provide to do Parent copies of any written materials received by the Company in connection with any of the foregoing; provided, thatand the identity of the Person (or group of Persons) making any such request, notwithstanding anything Takeover Proposal or inquiry or with whom any discussions or negotiations are taking place. The Company agrees that it shall keep Parent informed on a reasonably current basis of the status and the material terms and conditions (including amendments or proposed amendments) of any such request, Takeover Proposal or inquiry and keep Parent informed on a reasonably current basis of any information requested of or provided by the Company and as to the contrary status of all discussions or negotiations with respect to any such request, Takeover Proposal or inquiry. (c) If on or after the date of this Agreement and at any time prior to the Company Stockholders Meeting, (i) the Company receives a bona fide unsolicited Takeover Proposal (under circumstances in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take has complied in compliance all material respects with Section 5.4 the provisions of Sections 6.7(a) and (b)); (ii) the Board of Directors of the Merger AgreementCompany shall have determined in good faith, includingafter consultation with reputable outside legal counsel and financial advisors experienced in such matters, from the date that (x) failure to consider such Takeover Proposal would be a breach of the Merger Agreement until duties of the directors of the Company under applicable Law and (y) such Takeover Proposal constitutes or is reasonably likely to result in a Superior Proposal; and (iii) the Company gives Parent at least two (2) Business Days prior written notice of the identity of the Person making such Takeover Proposal, the terms and conditions of such Takeover Proposal and the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreementintention to furnish information to, (x) participating or engaging participate in discussions or negotiations with; or (y, the Person making such Takeover Proposal then, subject to compliance with this Section 6.7(c), the Company may: (1i) furnishing any non-public engage in negotiations or discussions with such Person who has made the unsolicited bona fide Takeover Proposal and provide information relating in response to a request therefor by a Person who has made such Takeover Proposal if the Company (A) receives from such Person an executed confidentiality agreement with terms (including standstill) no less favorable to the Company than those contained in the Confidentiality Agreement (except for such changes specifically necessary for the Company to comply with its obligations under this Agreement) and (B) provides Parent a copy of all such information that has not previously been delivered to Parent simultaneously with delivery to such Person, and (ii) after fulfilling its obligations under Section 6.7(d) below, adopt, approve or any of its Subsidiaries torecommend, or publicly propose to adopt, approve or recommend, including entering into an agreement with respect thereto, a Takeover Proposal (2) affording access to the business, properties, assets, books, records a “Takeover Approval”). If on or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of this Agreement and at any time prior to the Merger Agreement that did not result from a material breach Company Stockholders Meeting, the Board of Section 5.4(a) Directors of the Merger Agreement, in each case, if the Company and the Company Special Committee has shall have determined in good faith, after consultation with reputable outside legal counsel and financial advisors experienced in such matters, that recommendation of the Company Matters to the Company’s stockholders would be a breach of the duties of the directors of the Company under applicable Law, the Company may (A) withdraw or qualify (or modify or amend in a manner adverse to Parent), or publicly propose to withdraw or qualify (or modify or amend in a manner adverse to Parent), the approval, adoption, recommendation or declaration of advisability by the Board of Directors of the Company of the Company Matters, including the recommendation of the Board of Directors of the Company (the “Company Recommendation”) and (B) take any action or make any statement, filing or release, in connection with the Company Stockholders Meeting or otherwise, inconsistent with the Company Recommendation (any action described in clause (A) and (B) referred to collectively with any Takeover Approval as a “Company Adverse Recommendation Change”). (d) Upon any determination that a Takeover Proposal constitutes a Superior Proposal, the Company shall provide to Parent a written notice (a “Notice of a Superior Proposal”) (i) advising Parent that the Board of Directors of the Company has received a Superior Proposal, (ii) specifying in reasonable detail the material terms and conditions of such Superior Proposal, including the amount per share that the stockholders of the Company will receive and including a copy of all written materials provided to or by the Company in connection with such Superior Proposal and (iii) identifying the Person making such Superior Proposal. The Company shall cooperate and negotiate in good faith with Parent during the five calendar day period following the Notice of a Superior Proposal (it being understood that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new notice and a new five calendar day period) to make such adjustments in the terms and conditions of this Agreement as would enable the Company to proceed with a Company Recommendation without a Company Adverse Recommendation Change. If Parent does not make an offer that the Board of Directors of the Company determines in its reasonable good faith judgment (after consultation with its financial advisor and reputable outside legal counselcounsel and financial advisors experienced in such matters ) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead be as favorable to a the holders of the Company Common Stock (other than Parent and its Affiliates), as such Superior Proposal. Each Stockholder hereby represents , and warrants that such Stockholder the Company has read complied in all material respects with Section 5.4 of 6.7(c) above, the Merger Company may terminate this Agreement and agrees not pursuant to facilitate or participate in any actions prohibited therebySection 8.1(c)(iii). (be) Each Stockholder will promptly (andOther than as permitted by Section 6.7(c), neither the Company nor the Board of Directors of the Company shall make any Company Adverse Recommendation Change. Notwithstanding anything herein to the contrary, no Company Adverse Recommendation Change shall change the approval of the Company Matters or any other approval of the Board of Directors of the Company, including in any event, within 36 hours from respect that would have the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, effect of causing any non-public information is requested from, Takeover Statute or any discussions or negotiations are sought other similar statute to be initiated or continued with, such Stockholder or applicable to the Transactions. (f) The Company shall provide Parent with prompt written notice of any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity meeting of the Person or Group making Company’s Board of Directors at which the Company’s Board of Directors is reasonably expected to consider any Takeover Proposal (such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and notice shall in any event within 24 hoursbe reasonably in advance of such meeting), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder The Company shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective Representatives to (and shall use its reasonable best efforts to cause its Representatives such Persons not to), directly or indirectly: indirectly (i) initiate, induce, solicit, initiate, propose knowingly facilitate or induce knowingly encourage (including by way of furnishing non-public information) any inquiry or the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition a Takeover Proposal; , (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (ivii) approve, endorse adopt or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably be expected propose to lead toapprove, an Acquisition Proposal; (v) adopt or recommend, any Takeover Proposal or enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract agreement, arrangement or understanding relating to, or that would reasonably be expected to lead to, any Takeover Proposal, (whether writteniii) enter into any agreement or agreement in principle requiring the Company to abandon, oralterminate or fail to consummate the Merger or any other transactions contemplated by this Agreement or breach its obligations hereunder, binding or non-binding) relating to an Acquisition Proposal propose or Acquisition Transaction; or (vi) authorize or commit agree to do any of the foregoing; provided, that(iv) fail to enforce, notwithstanding anything or grant any waiver under, any standstill or similar agreement with any Person or (v) engage in, continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information or data with respect to the contrary Company in connection with or in response to, or otherwise cooperate with or take any other action to facilitate any proposal that (A) constitutes, or would reasonably be expected to lead to, any Takeover Proposal or (B) requires the Company to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement. The Company shall, and shall direct each of its Subsidiaries and each agent or representative of any of the foregoing to, immediately cease any discussions, negotiations, or communications with any party with respect to any Takeover Proposal. Notwithstanding the foregoing, nothing shall prohibit any Stockholder prior to the receipt of the Company Shareholder Approval and Minority Approval, the Company or the Special Committee or its Representatives Representative may, in response to a bona fide written Takeover Proposal that did not result from taking any action which the Company is permitted a breach of this Section 5.08(a), and subject to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y)5.08(c): (1A) furnishing any non-public contact the party that submitted such Takeover Proposal to clarify the terms and conditions thereof; and (B) furnish information relating or data with respect to the Company or any of its Subsidiaries to, or (2) affording access to the businessPerson making such Takeover Proposal and its Representatives pursuant to and in accordance with a customary confidentiality agreement, propertiesprovided that (i) such confidentiality agreement shall not contain any provisions that would prevent the Company from complying with its obligation to provide the required disclosure to Parent pursuant to Section 5.08(b), assetsand (ii) all such information provided to such Person has previously been provided to Parent or is provided to Parent prior to or concurrently with the time it is provided to such Person; provided, booksin the case of clause (B), records that the Special Committee determines in good faith, by resolution duly adopted by its members after consultation with its outside legal counsel of nationally or other non-public informationregionally recognized reputation (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) and with its financial advisor of nationally or regionally recognized reputation (including Western Reserve), that such Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal. The Company shall promptly notify Parent (within two Business Days) in writing of any personnelsuch determination by the Special Committee that such Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal. The Company shall promptly inform its Representatives of the obligations undertaken in this Section 5.08. Without limiting the foregoing, any violation of the restrictions set forth in this Section 5.08 by any Representative of the Company or any of its Subsidiaries toSubsidiaries, in each case, any whether or not such Person or Group or their respective Representatives that has made, renewed or delivered is purporting to act on behalf of the Company or any of its Subsidiaries, shall be deemed to be a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of this Section 5.4(a) of 5.08 by the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebyCompany. (b) Each Stockholder will As promptly (andas practicable after the receipt by the Company of any Takeover Proposal or any inquiry with respect to, or that would reasonably be expected to lead to, any Takeover Proposal, and in any event, case within 36 hours from two Business Days after the receipt thereof) notify , the Company shall provide oral and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought written notice to be initiated or continued with, Parent of (i) such Stockholder or any of its Representatives with respect to an Acquisition Takeover Proposal or potential Acquisition Proposal. Such notice must include inquiry, (Aii) the identity of the Person making any such Takeover Proposal or Group making such Acquisition Proposalinquiry, request or seeking of discussions or negotiations; and (Biii) a summary of the material terms, terms (including the price) and conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Takeover Proposal or inquiry (including any amendments or modifications thereto) and ). The Company shall keep Parent reasonably informed on a current basis of the status of any such discussions or negotiationsTakeover Proposal, including by providing any material changes to the terms and conditions thereof, and promptly (but in any event within two Business Days after the receipt thereof) provide Parent with copies of all written materials or e-mail correspondence or other communications and other written materials, and summaries of all oral correspondence or other communications, sent or provided to or from such Stockholder or any of by the Company and its Representatives relating to such Acquisition in connection with any Takeover Proposal. The parties acknowledge Special Committee shall promptly consider in good faith (in consultation with its outside legal counsel of nationally or regionally recognized reputation (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) and with its financial advisor of nationally or regionally recognized reputation (including Western Reserve)) any proposed alteration of the terms of this Agreement or the Merger proposed by Parent in response to any Takeover Proposal. The Company shall not take any action to exempt any Person from the restrictions on "business combinations" contained in any applicable Laws or to otherwise cause such restrictions not to apply. (c) Except as permitted by this Section 5.08(c) or Section 5.08(d), neither the Board of Directors nor any committee thereof (including the Special Committee) shall, directly or indirectly, (i) effect a Change in the Company Recommendation or fail to include the Company Board Recommendation in the Proxy Statement, (ii) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a temporary "stop, look and listen" communication by the Board of Directors pursuant to Rule 14d-9(f) of the Exchange Act or (iii) approve any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to, or that notice provided by each Stockholder may reasonably be expected to lead to, any Takeover Proposal. At any time prior to the Company Shareholder Approval and Minority Approval having been obtained, but not after, the Special Committee satisfies may, in response to a Superior Proposal or to an Intervening Event giving rise to a Superior Alternative, effect a Change in the Company Recommendation, provided that Stockholder’s obligation the Special Committee determines in good faith, by resolution duly adopted after consultation with its outside legal counsel of nationally or regionally recognized reputation (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) and with its financial advisor of nationally or regionally recognized reputation (including Western Reserve), that the failure to provide notice do so would constitute a breach of the Special Committee's fiduciary duties to the shareholders of the Company under applicable Law; provided, further, that the Special Committee may not effect a Change in the Company Recommendation pursuant to this subsectionSection 5.08(c) unless (i) the Special Committee shall have first provided prior written notice to Parent of its intention to make such Change in the Company Recommendation, at least five (5) Business Days in advance of taking such action, which notice shall include the reasonable details regarding the cause for, and nature of, the Change in the Company Recommendation, and (ii) Parent does not make, after being provided with reasonable opportunity to have good faith negotiations with the Special Committee (to the extent Parent and Merger Sub desire to have such negotiations), within five (5) Business Days of receipt of such notice, an offer that the Special Committee determines, in good faith after consultation with its legal and financial advisors, results in the applicable Takeover Proposal no longer being a Superior Proposal or the applicable Intervening Event no longer giving rise to a Superior Alternative. In the event of any material revisions to a Superior Proposal, the Company shall be required to deliver a new notice to Parent and to comply with the requirements of this Section 5.08(c) with respect to such new written notice. (d) Nothing contained in this Section 5.08 shall prohibit the Company, the Board of Directors or the Special Committee from (i) complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act in respect of any Takeover Proposal or (ii) making any disclosure to the shareholders of the Company or taking any other action required to comply with applicable Law (including their fiduciary duties thereunder). Any public disclosure by the Company relating to a Takeover Proposal (other than a "stop, look and listen" or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Change in the Company Recommendation unless the Board of Directors expressly publicly reaffirms its approval or recommendation of this Agreement and the Merger in such disclosure, or in the case of a "stop, look and listen" or similar communication, in a subsequent disclosure on or before the earlier of (i) the last day of the ten (10) business day period under Rule 14d-9(f) under the Exchange Act and (ii) two Business Days before the Company Shareholders Meeting. (e) For purposes of this Agreement:

No Solicitation. (a) Each a. During the term of this letter agreement, the Stockholder Party hereby covenants and agrees that, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall that it will not, and shall it will cause its Representatives (including any investment or operating professionals of TPG Capital and/or TPG Growth) not to, directly or indirectly: , (i) solicit, initiate, propose or induce the making, submission or announcement of, seek or knowingly encourage, encourage or facilitate or assisttake any action to solicit, initiate or seek or knowingly encourage or facilitate any offer, inquiry, indication expression of interest interest, proposal or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal; , (ii) enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than Parent or Merger Sub, or (iii) participate or engage in discussions or negotiations with furnish to any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing Parent or Merger Sub any non-public information that the Stockholder Party or Representative believes or should reasonably expect would be used for the purposes of formulating any Acquisition Proposal. b. Without limiting the generality of Section 4(a), during the term of this letter agreement, the Stockholder Party hereby agrees that it will not, and it will cause its Representatives (including any investment or operating professionals of TPG Capital and/or TPG Growth) not to, directly or indirectly, (a) solicit proxies or become a participant in a solicitation (as such Persons terms are defined in Rule 14a-1 under the Exchange Act (disregarding Rule 14a-1(l)(2)(iv) thereunder), including any otherwise exempt solicitation pursuant to Rule 14a-2(b) under the Exchange Act), in opposition to or competition with the consummation of the provisions contained Offer or the Merger or otherwise encourage, advise or assist any party in this Section 3.3); (iv) approve, endorse taking or recommend planning any offer, inquiry, indication of interest or proposal that constitutes, or action which would reasonably be expected to lead tocompete, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement impede or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any interfere with the consummation of the foregoing; provided, that, notwithstanding anything to Offer or the contrary Merger in accordance with the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 terms of the Merger Agreement, including(b) directly or indirectly encourage, from the date initiate, or cooperate in a stockholder’s vote or action by consent of the Merger Agreement until the Company’s receipt stockholders (whether by means of Requisite Stockholder Approval and following voting shares of capital stock or executing any written consent thereof or otherwise) in opposition to or in competition with the execution and delivery consummation of an Acceptable Confidentiality Agreementthe Offer or the Merger, (xc) participating become a member of a “group” (as such term is used in Rule 13d-5 under the Exchange Act) with respect to any voting securities of the Company for the purpose of opposing or engaging in discussions competing with the consummation of the Offer or negotiations with; the Merger or (y) (1d) furnishing unless required by applicable Law, make any non-press release, public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records announcement or other non-public information, confidential communication with respect to the business or to any personnel, affairs of the Company or any of its Subsidiaries toParent, in each caseincluding this letter agreement, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company Offer and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited the transactions contemplated hereby and thereby, without the prior written consent of Parent. (b) Each Stockholder will promptly (andc. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LETTER AGREEMENT TO THE CONTRARY, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include NOTHING IN THIS LETTER AGREEMENT SHALL IN ANY WAY (A) the identity of the Person or Group making such Acquisition ProposalRESTRICT OR LIMIT ANY DESIGNEE OR REPRESENTATIVE OF THE STOCKHOLDER PARTY WHO IS A DIRECTOR OR OFFICER OF THE COMPANY FROM TAKING (OR OMITTING TO TAKE) ANY ACTION IN HIS OR HER CAPACITY AS A DIRECTOR OR OFFICER OF THE COMPANY TAKEN IN ORDER TO FULFILL HIS OR HER FIDUCIARY OBLIGATIONS, request or seeking of discussions or negotiations; and OR (B) a summary of the material termsRESTRICT OR LIMIT (OR REQUIRE THE STOCKHOLDER PARTY TO ATTEMPT TO RESTRICT OR LIMIT) ANY DESIGNEE OR REPRESENTATIVE OF SUCH STOCKHOLDER PARTY WHO IS A DIRECTOR OR OFFICER OF THE COMPANY FROM ACTING IN SUCH CAPACITY OR VOTING IN SUCH CAPACITY IN THE GOOD FAITH EXERCISE OF HIS OR HER FIDUCIARY DUTIES. IT IS EXPRESSLY UNDERSTOOD THAT THE STOCKHOLDER PARTY IS NOT MAKING ANY AGREEMENT OR UNDERSTANDING HEREIN IN HIS, conditions or other aspects of such Acquisition ProposalHER OR ITS CAPACITY AS, request or seeking of discussions or negotiations andOR ON BEHALF OF ANY DESIGNEE OR REPRESENTATIVE OF THE STOCKHOLDER PARTY WHO IS, if in writingA DIRECTOR OR OFFICER OF THE COMPANY. NOTWITHSTANDING THE FOREGOING, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectionTHE STOCKHOLDER PARTY ACKNOWLEDGES THAT THE DIRECTORS AND OFFICERS OF THE COMPANY ARE RESTRICTED IN THE MANNER SET FORTH IN THE MERGER AGREEMENT.

No Solicitation. (a) Each Stockholder hereby covenants Subject to Sections 5.3(b)-(h), the ▇▇▇▇▇▇ Parties shall not and agrees thatshall cause their officers, from directors, employees, agents and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall notrepresentatives (“Representatives”) not to, and shall use their reasonable best efforts to cause its each of the other ▇▇▇▇▇▇ Group Entities and their Representatives not to, directly or indirectly: , (i) initiate, solicit, initiateknowingly encourage (including by providing information) or knowingly facilitate any inquiries, propose proposals or induce offers with respect to, or the making, submission making or announcement completion of, or knowingly encouragean Alternative Proposal (as defined herein), facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish engage or participate in any negotiations concerning, or provide or cause to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) be provided any non-public information or data relating to such Stockholderto, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or ▇▇▇▇▇▇ Group (other than AcquirorEntities, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public informationconnection with, or to have any personnel, of the Company or any of its Subsidiaries, in any such case in connection discussions with any Acquisition Proposal or with the intent to induce the makingperson relating to, submission or announcement ofan Alternative Proposal, or otherwise knowingly encourage or knowingly facilitate any effort or attempt to knowingly encouragemake or implement an Alternative Proposal, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate approve, endorse or engage in discussions recommend, or negotiations with propose publicly to approve, endorse or recommend, any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offerAlternative Proposal, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably be expected propose to lead toapprove, an Acquisition Proposal; (v) endorse or recommend, or execute or enter into into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement, option agreement or other Contract (whether written, oral, binding or non-binding) similar agreement relating to an Acquisition Proposal any Alternative Proposal, (v) amend, terminate, waive or Acquisition Transaction; fail to enforce, or grant any consent under, any confidentiality, standstill or similar agreement, (vi) authorize take, encourage or commit facilitate any action that Section 5.3(a) of the Holdings Agreement would prohibit if the ▇▇▇▇▇▇ Parties were the “Holdings Parties,” as such term is defined and used therein, or (vii) resolve to propose or agree to do any of the foregoing; provided. (b) The ▇▇▇▇▇▇ Parties shall and shall cause their Representatives to, thatand shall use their reasonable best efforts to cause each of the other ▇▇▇▇▇▇ Group Entities and their Representatives to, notwithstanding immediately cease any existing solicitations, discussions or negotiations with any Person (other than the parties hereto) that has made or indicated an intention to make an Alternative Proposal. The ▇▇▇▇▇▇ Parties shall promptly, and in any event not later than ten (10) days following the date hereof, request that each Person who has executed a confidentiality agreement with a ▇▇▇▇▇▇ Party in connection with that Person’s consideration of a transaction involving any ▇▇▇▇▇▇ Group Entity that would constitute an Alternative Proposal return or destroy all non-public information furnished to that Person by or on behalf of the ▇▇▇▇▇▇ Group Entities. (c) Notwithstanding anything to the contrary in Section 5.3(a), prior to the foregoingreceipt of Unitholder Approval, nothing shall prohibit any Stockholder the ▇▇▇▇▇▇ Parties may, in response to an unsolicited Alternative Proposal which did not result from or arise in connection with a breach of this Section 5.3 and which the Conflicts Committee determines, in good faith, after consultation with its outside counsel and financial advisors, constitutes or could reasonably be expected to result in a Superior Proposal (as defined herein), (i) furnish information with respect to the ▇▇▇▇▇▇ Group Entities to the person making such Alternative Proposal and its Representatives from taking any action which the Company is permitted pursuant to take in compliance an executed confidentiality agreement no less restrictive (including with Section 5.4 respect to standstill provisions) of the Merger Agreement, including, from other party than the date of the Merger Confidentiality Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (xii) participating or engaging participate in discussions or negotiations withwith such person and its Representatives regarding such Alternative Proposal; provided, however, (A) that Parent shall be entitled to receive an executed copy of such confidentiality agreement prior to or substantially simultaneously with the ▇▇▇▇▇▇ Parties furnishing information to the person making such Alternative Proposal or its Representatives and (y) (1B) furnishing that the ▇▇▇▇▇▇ Parties shall simultaneously provide or make available to Parent any non-public information relating concerning the ▇▇▇▇▇▇ Group Entities that is provided to the Company person making such Alternative Proposal or its Representatives which was not previously provided or made available to Parent. Notwithstanding anything to the contrary in Section 5.3(a), prior to the receipt of Unitholder Approval, the ▇▇▇▇▇▇ Parties may participate in discussions or negotiations with the lenders under the ▇▇▇▇▇▇ Operating Credit Agreement regarding debt financing transactions with such lenders that may involve equity issuances that would constitute an Alternative Proposal and, in connection therewith, furnish information with respect to the ▇▇▇▇▇▇ Group Entities to such lenders pursuant to confidentiality obligations substantially consistent with past practice. (d) Neither the Board of Directors nor any committee thereof shall withdraw, modify or qualify in a manner adverse to Parent, or resolve to or publicly propose to withdraw, modify or qualify in a manner adverse to Parent, the Recommendation (any of the foregoing actions, whether taken by the Board of Directors or any of its Subsidiaries tocommittee thereof, or (2) affording access a “Change in Board Recommendation”). Notwithstanding the immediately preceding sentence, if, prior to the business, properties, assets, books, records or other non-public information, or to any personnel, receipt of the Company Unitholder Approval, (i) the Board of Directors or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Conflicts Committee has determined determines in good faith (faith, after consultation with its respective outside counsel and financial advisor and outside legal counsel) advisors, that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 Change in Board Recommendation would be in the best interests of the Merger Agreement holders of Common Units (other than Partnership GP and agrees not its Affiliates (including Holdings)) and (ii) the Board of Directors or the Conflicts Committee, as applicable, provides Parent with at least three (3) Business Days’ advance written notice of its intention to facilitate make a Change in Board Recommendation and specifying the material events giving rise thereto, then the Board of Directors or participate the Conflicts Committee, as applicable, may make a Change in any actions prohibited therebyBoard Recommendation. (be) Each Stockholder will The ▇▇▇▇▇▇ Parties promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours) shall advise Parent orally and in writing of the receipt by either of them of (i) any Alternative Proposal or (ii) any request for non-public information relating to the ▇▇▇▇▇▇ Group Entities, other than requests for information in the ordinary course of business consistent with past practice and not reasonably expected to be related to an Alternative Proposal, including in each case the identity of the person making any such Alternative Proposal or request and the material terms and conditions of any such Alternative Proposal or request (including copies of any document or correspondence evidencing such Alternative Proposal or request), . The ▇▇▇▇▇▇ Parties shall keep Parent reasonably informed on a current basis of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments theretomaterial change to the terms thereof) and the status of any such discussions Alternative Proposal or negotiations, including by providing copies request. (f) Nothing contained in this Agreement shall prohibit the ▇▇▇▇▇▇ Parties or the Board of all written materials sent to or from such Stockholder Directors or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder committee thereof from disclosing to the Special Committee satisfies Partnership’s Unitholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided, however, that Stockholder’s obligation none of the ▇▇▇▇▇▇ Parties or the Board of Directors or any committee thereof shall in any event be entitled to provide notice disclose a position under Rules 14d-9 or 14e-2(a) promulgated under the Exchange Act other than the Recommendation, except in accordance with Section 5.3(d). (g) As used in this Agreement, “Alternative Proposal” shall mean any inquiry, proposal or offer from any Person or group of Persons other than the Parent Parties, relating to, or that could reasonably be expected to lead to, in one transaction or a series of related transactions, (i) a merger, tender or exchange offer, consolidation, reorganization, reclassification, recapitalization, liquidation or dissolution, or other business combination involving any ▇▇▇▇▇▇ Group Entity, (ii) the Company under this subsectionissuance by the Partnership of (A) any General Partner Interest or (B) any class of Partnership Interests constituting more than 15% of such class of Partnership Interests or (iii) the acquisition in any manner, directly or indirectly, of (A) any General Partner Interest, (B) any class of Partnership Interests constituting more than 15% of such class of Partnership Interests or (C) more than 15% of the consolidated total assets of the ▇▇▇▇▇▇ Group Entities (including equity interests in any Subsidiary or Partially Owned Entity of the Partnership), in each case other than the Merger and the Holdings Merger.

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder ▇▇▇▇▇ shall not, and shall cause its Representatives Subsidiaries not to, and shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, advisors, agents and other representatives (with respect to any person, the foregoing persons are referred to herein as such person’s “Representatives”) not to, directly or indirectly: , (i) take any action to solicit, initiate, propose knowingly encourage or induce knowingly facilitate the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of(including by amending, or to knowingly encouragegranting any waiver under, facilitate the Rights Agreement, as applicable) or assistany inquiry with respect thereto, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in, continue or otherwise participate in discussions or negotiations with any Person or Group person with respect thereto (except to an Acquisition Proposal notify such person of the existence of the provisions of this Section 7.3), (ii) furnish any nonpublic information or with respect afford access to properties, books or records to any inquiries from Persons relating person that has made or, to the knowledge of ▇▇▇▇▇, is considering making, any offerAcquisition Proposal, indication (iii) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of interest intent, agreement in principle, merger agreement, stock purchase agreement, asset purchase agreement or proposal stock exchange, or option agreement, relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in confidentiality agreements contemplated by this Section 3.37.3); , or (iv) approve, endorse propose publicly or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit agree to do any of the foregoing; provided, that, notwithstanding anything to the contrary in . Notwithstanding the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted prior to take in compliance with Section 5.4 of the Merger Agreement, including, from (but not after) the date of the Merger Agreement until the Company’s receipt of Requisite ▇▇▇▇▇ Stockholder Approval Approval, ▇▇▇▇▇ may, directly or indirectly through its Representatives (A) furnish information and following the execution and delivery of access, but only in response to a written request for information or access, to any person making an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating Acquisition Proposal to the Company ▇▇▇▇▇ Board after the date hereof which was not solicited, initiated, knowingly encouraged or knowingly facilitated by ▇▇▇▇▇ or any of its affiliates or any Representative of ▇▇▇▇▇ or any of its Subsidiaries to, on or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date hereof and (B) may participate in discussions and negotiate with such person concerning any such unsolicited Acquisition Proposal, if and only if, in any such case set forth in clause (A) or (B) of this sentence, (i) ▇▇▇▇▇ has not breached this Section 7.3(a) in any material respect with respect to such Acquisition Proposal, (ii) the ▇▇▇▇▇ Board concludes in good faith, after receipt of the Merger Agreement that did not result from advice of a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) of nationally recognized reputation, that an such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to result in a Superior Proposal. Each Stockholder hereby represents , and warrants that (iii) ▇▇▇▇▇ receives from the person making such Stockholder an Acquisition Proposal an executed confidentiality agreement the material terms of which, as they relate to confidentiality, are (without regard to the terms of such Acquisition Proposal) in all material respects (x) no less favorable to ▇▇▇▇▇ and (y) no less restrictive to the person making such Acquisition Proposal than those contained in the Confidentiality Agreement dated April 14, 2009 between Schlumberger and ▇▇▇▇▇ (the “Confidentiality Agreement”) and any information provided to such person has read Section 5.4 of the Merger Agreement and agrees not previously been provided to facilitate Schlumberger or participate in any actions prohibited therebyis provided to Schlumberger concurrently with its provision to such person. (b) Each Stockholder will promptly Except as expressly permitted by this Section 7.3(b), the ▇▇▇▇▇ Board shall recommend approval and adoption of this Agreement and the Merger by ▇▇▇▇▇’▇ stockholders, and unless permitted by this Section 7.3(b), neither the ▇▇▇▇▇ Board nor any committee thereof shall (andi) fail to make, withdraw, modify or qualify, or propose publicly to withhold, withdraw, modify or qualify, in any eventmanner adverse to Schlumberger or its affiliates, within 36 hours from the receipt thereofapproval of this Agreement, the Merger or the ▇▇▇▇▇ Recommendation, except for notice provided to Schlumberger with respect to such Acquisition Proposal and ▇▇▇▇▇’▇ views thereof prior to any definitive Change in Recommendation (any of the foregoing, a “Change in Recommendation”) notify or (ii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal. For purposes of this Agreement, a Change in Recommendation shall include any approval, endorsement or recommendation (or public proposal to approve, endorse or recommend), by the Company ▇▇▇▇▇ Board or any committee thereof of an Acquisition Proposal, but shall not include any notice provided to Schlumberger with respect to such Acquisition Proposal and Acquiror ▇▇▇▇▇’▇ views thereof prior to any definitive Change in Recommendation. Notwithstanding the foregoing, the ▇▇▇▇▇ Board shall be permitted not to recommend to ▇▇▇▇▇’▇ stockholders that they give the ▇▇▇▇▇ Stockholder Approval, to withhold, withdraw, modify or qualify, or propose to publicly withhold, withdraw, modify or qualify, in a manner adverse to Schlumberger or its affiliates the ▇▇▇▇▇ Recommendation, or to approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, only if and to the extent that all of the following conditions are met: (i) the ▇▇▇▇▇ Stockholder Approval has not been obtained; (ii) the ▇▇▇▇▇ Board determines in good faith, after consulting with outside legal counsel, that failure to so withhold, withdraw, modify or qualify the ▇▇▇▇▇ Recommendation would be inconsistent with the directors’ exercise of their fiduciary duties to stockholders under Applicable Law; and (iii) before taking any such action, ▇▇▇▇▇ promptly gives Schlumberger three business days written notice advising Schlumberger of the decision of the ▇▇▇▇▇ Board to take such action provided, however, that notwithstanding any Change in Recommendation, unless this Agreement is terminated in accordance with the terms hereof, ▇▇▇▇▇ shall nevertheless submit this Agreement and the Merger to the stockholders of ▇▇▇▇▇ for the purpose of obtaining the ▇▇▇▇▇ Stockholder Approval at the ▇▇▇▇▇ Stockholders Meeting and nothing contained herein shall be deemed to relieve ▇▇▇▇▇ of such obligation, unless Schlumberger otherwise directs ▇▇▇▇▇ in writing if or this Agreement shall have been terminated in accordance with its terms prior to the ▇▇▇▇▇ Stockholders Meeting. In addition, notwithstanding the foregoing, ▇▇▇▇▇ may terminate this Agreement, upon payment of the ▇▇▇▇▇ Termination Fee in accordance with Section 9.5(a), in order to enter into any agreement, understanding or arrangement providing for an Acquisition Proposal is received byif all of the following conditions are met: (x) the ▇▇▇▇▇ Stockholder Approval has not been obtained, (y) ▇▇▇▇▇ gives Schlumberger written notice at least three business days prior to taking such action, which notice advises Schlumberger of the intention of the ▇▇▇▇▇ Board to take such action and such notice specifies the material terms and conditions of such Acquisition Proposal and identifies the person making such Acquisition Proposal (provided that if there are any non-public information is requested fromsubsequent changes in the financial terms of such proposal, ▇▇▇▇▇ will not take any such action prior to the second business day following a subsequent notice to Schlumberger of such changes) (it being understood that there may be multiple extensions); and (z) the ▇▇▇▇▇ Board determines in good faith that such Acquisition Proposal constitutes a Superior Proposal and does not revoke such determination notwithstanding any revisions to the terms of the Merger or this Agreement proposed by Schlumberger after being notified pursuant to clause (y). (c) In the event ▇▇▇▇▇ receives an Acquisition Proposal, or any discussions request for nonpublic information relating to ▇▇▇▇▇ or negotiations are sought any Subsidiary of ▇▇▇▇▇ or for access to the properties, books or records of ▇▇▇▇▇ or any Subsidiary of ▇▇▇▇▇ by any person that has made or, to the knowledge of ▇▇▇▇▇, would reasonably be expected to make, an Acquisition Proposal, ▇▇▇▇▇ will (i) as promptly as practicable (and in no event later than 24 hours after receipt of any Acquisition Proposal or request) notify (which notice shall be provided orally and confirmed in writing and shall identify the person making such Acquisition Proposal or request and set forth the material terms thereof, to the extent known) Schlumberger thereof and (ii) will keep Schlumberger reasonably and promptly informed of the status and material terms of (including with respect to changes to the status or material terms of) any such Acquisition Proposal or request. (d) Subject to Schlumberger’s rights under Article 9, nothing in this Section 7.3 shall prohibit the ▇▇▇▇▇ Board from taking and disclosing to ▇▇▇▇▇’▇ stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, or other Applicable Law, if the ▇▇▇▇▇ Board, after consultation with outside legal counsel, determines in good faith that the failure to so disclose such position would reasonably be expected to be initiated inconsistent with the directors’ exercise of their fiduciary obligations to ▇▇▇▇▇’▇ stockholders under Applicable Law; provided, however, that any such disclosure that relates to an Acquisition Proposal shall be deemed to be a Change in Recommendation unless the ▇▇▇▇▇ Board reaffirms the ▇▇▇▇▇ Recommendation in such disclosure. (e) ▇▇▇▇▇ (i) shall, and shall cause its Subsidiaries to, immediately cease and cause to be terminated and shall use reasonable best efforts to cause its and their Representatives to, immediately cease and cause to be terminated, all discussions and negotiations, if any, that have taken place prior to the date hereof with any persons with respect to any Acquisition Proposal and (ii) shall promptly request each person, if any, that has executed a confidentiality agreement within the 12 months prior to the date hereof in connection with its consideration of any Acquisition Proposal to return or continued with, destroy all confidential information heretofore furnished to such Stockholder person by or on behalf of it or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include Subsidiaries. (Af) the identity For purposes of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.Agreement:

No Solicitation. From and after the date of this Agreement until the earlier to occur of the Closing or termination of this Agreement pursuant to its terms, the Seller and the Acquired Companies will not, and the Seller and the Acquired Companies will cause its respective directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly (a) solicit or encourage submission of any Acquisition Proposal (as defined herein) by any person, entity, or group (other than Buyer and its affiliates, agents and representatives) or (b) participate in any discussions or negotiations with, or disclose any information concerning any of the SPR Companies to, or afford access to the properties, books or records of any of the SPR Companies, or otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity or group (other than Buyer and its affiliates, agents, and representatives) in connection with any Acquisition Proposal with respect to any of the SPR Companies. For purposes of this Agreement, an “Acquisition Proposal” means any proposal or offer relating to (i) the acquisition of any of the assets or properties of any of the SPR Companies, (ii) any merger, consolidation, sale or license of substantial assets or similar transactions involving any of the SPR Companies or (iii) sales by any of the SPR Companies of any membership or other equity interests of the SPR Companies. The Acquired Companies and Seller will immediately cease and cause each of their affiliates to immediately cease any and all existing activities, discussion, or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder hereby covenants of the Acquired Companies and agrees thatSeller will promptly (A) notify Buyer if it or any affiliate receives or becomes aware of any proposal or written inquiry or written request for information in connection with an Acquisition Proposal or potential Acquisition Proposal and (B) notify Buyer of the terms and conditions of any such Acquisition Proposal including the identity of the party making an Acquisition Proposal. In addition, from and after the date hereof of this Agreement, until the Termination Dateearlier to occur of the Closing Date or termination of this Agreement pursuant to its terms, except as expressly contemplated by this Proxy the Acquired Companies and Agreement, such Stockholder shall Seller will not, and shall the Acquired Companies and Seller will cause its Representatives directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly: (i) solicit, initiatemake or authorize any public statement, propose recommendation or induce the makingsolicitation in support of any Acquisition Proposal made by any person, submission entity or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3Buyer); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from and after From the date hereof of this Agreement until the Termination Date, except as expressly contemplated by earlier of the time the Company Stockholder Approval is obtained or the termination of this Proxy and Agreement, the Company shall immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, with any Persons with respect to any Acquisition Proposal and shall request that any such Stockholder shall notPerson (and its agents and advisors) in possession of confidential information about the Company and the Company Subsidiaries that was furnished by or on behalf of the Company to return or destroy all such information. The Company agrees that neither it nor any of the Company Subsidiaries shall, and that it shall cause its Representatives direct the Company’s and the Company Subsidiaries’ respective officers, directors, employees, agents and representatives, including any investment banker, consultant, attorney or accountant retained by the Company or any Company Subsidiary (collectively, "Representatives") not to, directly or indirectly: indirectly (i) solicit, initiate, propose solicit or induce the making, submission knowingly encourage (including by way of furnishing information or announcement ofassistance), or knowingly encourageinduce, or take any action that is designed to or could reasonably be expected to facilitate or assistthe making of, any offer, inquiry, indication of interest offer or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that which constitutes or would could reasonably be expected to lead to an any Acquisition Proposal; , (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (vii) enter into into, continue or otherwise participate in any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing , furnish any non-public information relating to the Company or any of its the Company Subsidiaries to, or otherwise cooperate in any way with any Person (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company than Parent or any of its Subsidiaries toaffiliates or representatives) that is seeking to make, in each case, any Person or Group or their respective Representatives that has made, renewed an Acquisition Proposal, (iii) fail to make, or delivered withdraw or modify in any manner adverse to Parent, the Company a bona fide written Board Recommendation, or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, any Acquisition Proposal after the date (any of the Merger Agreement foregoing in this clause (iii), an "Adverse Recommendation Change"), (iv) except as required by applicable Law, grant (other than to Parent or any of its affiliates or representatives) any waiver or release under any standstill or similar agreement, or (v) enter into any letter of intent or similar document or any understanding or agreement contemplating or otherwise relating to, or that did not result from a material breach of Section 5.4(ais intended to or could reasonably be expected to lead to, any Acquisition Proposal. The Company shall promptly (and in any event within twenty-four hours) of the Merger Agreement, in each case, notify Parent if (1) any proposals are received by the Company and the Company Special Committee has determined in good faith or (after consultation with its financial advisor and outside legal counsel2) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any negotiations or discussions or negotiations are sought to be initiated or continued with, the Company or any Representative which could reasonably be expected to result in an Acquisition Proposal, which notice shall identify the name of the Person making such proposal or request or seeking such negotiations or discussions and include copies of all correspondence and written materials provided to the Company, any Company Subsidiary or any Representative that describe the terms and conditions of any proposal or request (and any subsequent changes to such terms and conditions) and summaries of any material oral communications addressing such matters. The Company shall promptly inform Parent of any material changes to any Acquisition Proposal. (b) Notwithstanding Section 5.2(a) or any other provision of this Agreement, following the execution of this Agreement but prior to the time the Company Stockholder Approval is obtained (and in no event after the Company Stockholder Approval is obtained), the Company may, subject to compliance with this Section 5.2, furnish information concerning its and the Company Subsidiaries’ respective businesses, properties or assets to any Person pursuant to a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement, dated April 15, 2008, entered into between Parent and the Company (the "Confidentiality Agreement") (a copy of which shall be provided to Parent promptly after its execution) and may negotiate and participate in discussions and negotiations (including making counterproposals) with such Person concerning an Acquisition Proposal if, but only if, (x) such Acquisition Proposal provides for consideration to be received by holders of all, but not less than all, of the issued and outstanding Shares and is reasonably likely to be consummated promptly; (y) such Person has on an unsolicited basis, and in the absence of any violation of this Section 5.2 by the Company or any of its Representatives Representatives, submitted a bona fide, written proposal to the Company relating to any such transaction which the Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, is, or would reasonably be likely to be, more favorable to the holders of Shares from a financial point of view than the Merger or, if applicable, any proposal by Parent to amend the terms of this Agreement, taking into account all the terms and conditions of such proposal and this Agreement (including the expected timing and likelihood of consummation, and taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal) and which is not conditioned upon obtaining financing or any regulatory approvals beyond or in addition to the types of regulatory approvals required in connection with respect the transactions contemplated by this Agreement, and (z) in the good faith belief of the Company Board of Directors, after consultation with outside legal counsel to the Company, the failure to provide such information or access or to engage in such discussions or negotiations would be reasonably likely to cause the Company Board of Directors’ to violate its fiduciary duties to the Company's stockholders under applicable Law (an Acquisition Proposal or potential Acquisition Proposal. Such notice must include which satisfies clauses (Ax), (y) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (Bz) being referred to herein as a summary of the material terms"Superior Proposal"). The Company shall promptly, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 twenty-four hours), notify Parent of a Company Board of Directors determination that an Acquisition Proposal is or would reasonably be likely to lead to a Superior Proposal, which notice shall include the name of the status Person making such Superior Proposal and copies of all correspondence and written materials provided to the Company or any Representative that describes any terms ofand conditions of any Superior Proposal (and any subsequent changes to such terms and conditions) and summaries of any material oral communications addressing such matters. The Company shall promptly provide to Parent any material non-public information regarding the Company or any Company Subsidiary provided to any other Person which was not previously provided to Parent, such additional information to be provided no later than the date of provision of such information to such other Person. (c) Any violation of this Section 5.2 by any developments regardingof its Representatives, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company. Notwithstanding the foregoing, it is understood and agreed for purposes of this Agreement that, so long as no actions inconsistent with the Company’s obligations under this Section 5.2 are taken by the Company, its Company Subsidiaries, or their Representatives after the date this Agreement is executed, an Acquisition Proposal shall not be considered to have been solicited as a result of any actions taken prior to the date of this Agreement. In addition, nothing in this Section 5.2 shall prohibit the Company’s outside legal counsel from contacting or otherwise engaging in discussions with any Person after the date hereof who has submitted an unsolicited Acquisition Proposal that did not otherwise result from a breach of this Section 5.2 solely for the purpose of clarifying such Acquisition Proposal and any material terms and the conditions thereof so as to assist the Company Board of Directors in determining whether such Acquisition Proposal is or would reasonably be likely to lead to a Superior Proposal. (including d) Prior to the time the Company Stockholder Approval is obtained (and in no event after the Company Stockholder Approval is obtained), neither the Company Board of Directors nor any amendments theretocommittee thereof shall (i) make an Adverse Recommendation Change or (ii) authorize the Company to enter into any agreement with respect to any Superior Proposal (an "Acquisition Agreement"), unless and until the Company shall have delivered to Parent the written notice required by Section 5.2(e) below and all rights of the Parent to propose adjustments to the terms and conditions of this Agreement as set forth in said Section 5.2(e) shall have expired. Any such Adverse Recommendation Change or the entry by the Company into any Acquisition Agreement shall not change the approval of the Company Board of Directors for purposes of causing any state takeover statute or other state Law to be applicable to the Merger, this Agreement and the transactions contemplated hereby. (e) The Company Board of Directors may make an Adverse Recommendation Change and authorize the Company to terminate this Agreement if (i) the Company first provides Parent with written notice that it intends to do so pursuant to this Section 5.2(e), identifying the Superior Proposal then determined to be more favorable and the parties thereto and delivering to Parent a copy of the Acquisition Agreement for such Superior Proposal in the form to be entered into and (ii) within a period of five full Business Days following the delivery of the notice referred to in clause (i) above, Parent shall not have proposed adjustments in the terms and conditions of this Agreement which, after having caused its financial and legal advisors to negotiate with Parent in good faith such proposed adjustments in the terms and conditions of this Agreement, the Company Board of Directors determines in its good faith judgment (after considering the advice of its financial advisor) to be as favorable to the Company's stockholders as such Superior Proposal. If the conditions of the immediately preceding sentence are satisfied in all respects, the Company shall be free to deliver to the Parent, pursuant to this Section 5.2(e) and Section 8.1(d)(i), at least five full Business Days after the status Company has provided the notice referred to in clause (i) above, (A) a written notice of termination of this Agreement pursuant to this Section 5.2(e) and Section 8.1(d)(i) and (B) within the time specified in Section 8.2(b), a wire transfer of immediately available funds in the amount of the Termination Fee (it being understood and agreed that any amendment to the financial terms or any other material term of such discussions Superior Proposal shall require a new written notice to Parent pursuant to clause (i) above and a new five Business Day period). (f) Nothing contained in this Agreement shall prohibit the Company or negotiations, including the Company Board of Directors from taking and disclosing to its stockholders a position with respect to a tender offer by providing copies of all written materials sent a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder disclosure to the Special Committee satisfies that StockholderCompany’s obligation to provide notice stockholders which, in the good faith judgment of the Company Board of Directors, after consultation with outside counsel to the Company, is required by applicable Law or the failure to take such action would cause the Company Board of Directors to violate its fiduciary duties to the Company's stockholders under this subsectionapplicable Law.

No Solicitation. (a) Each Stockholder hereby covenants and agrees thatDuring the Pre-Closing Period, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall Company will not, and shall cause the Company will not authorize or permit any of its Representatives not to, directly or indirectly: , (i) solicit, initiate, propose seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, of any offer, inquiry, indication expression of interest interest, proposal or proposal offer that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal; , (vii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement intent or any other Contract (whether written, oral, binding contemplating or non-binding) otherwise relating to an any Acquisition Proposal, (v) submit any Acquisition Proposal or Acquisition Transaction; to the vote of any Company Stockholders or (vi) authorize enter into any other transaction or commit to do any series of the foregoing; provided, that, notwithstanding anything to the contrary transactions not in the foregoingordinary course of business consistent with past practice, nothing shall prohibit any Stockholder the consummation of which would impede, interfere with, prevent or its Representatives from taking any action which delay, or would reasonably be expected to impede, interfere with, prevent or delay, the Company is permitted to take in compliance with Section 5.4 consummation of the Merger Agreementor the Transactions. The Company will, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreementwill cause its Representatives to, (xA) participating or engaging in immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with; with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (y) B) immediately revoke or withdraw access of any Person (1other than Acquirer and its Representatives) furnishing to any data room (virtual or actual) containing any non-public information relating with respect to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation connection with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity If any of the Person Company’s Representatives, whether in his or Group making her capacity as such Acquisition Proposalor in any other capacity, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep takes any action that the Company and Acquiror reasonably informedis obligated pursuant to this Section 4.11 not to authorize or permit such Representative to take, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to then the Company under shall be deemed for all purposes of this subsectionAgreement to have breached this Section 4.11.

No Solicitation. (a) Each Stockholder hereby covenants and agrees thatExcept as otherwise permitted by this Section 5.4, from and after the date hereof until the Termination Datetermination of this Agreement in accordance with the terms hereof, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall notthe Company agrees that none of the Acquired Companies shall, and it shall cause not authorize or permit the Acquired Companies’ Representatives, on its Representatives not behalf, to, directly or indirectly: indirectly (i) solicit, initiate, propose knowingly encourage or induce knowingly facilitate the making, submission or announcement of, any Acquisition Proposal, provided that the parties acknowledge and agree that nothing in this clause (i) shall be deemed to restrict in any manner the operation of the business of the Acquired Companies, in the ordinary course of business, (ii) participate in any discussions or knowingly encouragenegotiations regarding, or furnish to any Person any nonpublic information with respect to, or take any other action to facilitate or assist, the making of any offer, inquiry, indication of interest or proposal that constitutes, or is may reasonably be expected to lead to, an any Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating Acquisition Proposal, except to any offernotify such Person as to the existence of these provisions, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, adopt, endorse or recommend to its shareholders or any offer, inquiry, indication of interest or proposal that constitutesother Person any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any agreement, commitment or understanding providing for or contemplating any Acquisition Proposal or a transaction contemplated thereby. Except as permitted by Section 5.4 and subject to compliance with its terms, the Company shall immediately terminate, and shall cause each Acquired Company and its and each Acquired Company’s Representatives to terminate immediately, all activities, discussions or negotiations, if any, with any third party with respect to, or any that would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into . The Company shall immediately demand, and request its affiliates to immediately demand, that each person which has heretofore executed a confidentiality agreement with it or any letter of intentits affiliates or any Acquired Company or any of its or its affiliates’ or any Acquired Company’s Representatives since January 1, memorandum 2010 with respect to such Person’s consideration of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an a possible Acquisition Proposal or (for the purposes of this sentence only, shall substitute for each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction; ,” “75%” and “25%,” respectively) to immediately return or destroy (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything and have such destruction certified in writing by such Person to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (xhereunder) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public all confidential information relating to heretofore furnished by the Company or any of its Subsidiaries to, affiliates or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Acquired Company or any of its Subsidiaries to, in each case, or its affiliates’ or any Acquired Company’s Representatives to such Person or Group any of such Person’s affiliates or their respective Subsidiaries or any of such Person’s or such Person’s affiliates’ or Subsidiaries’ Representatives that has madewith respect to such Person’s consideration of a possible Acquisition Proposal. (b) Promptly, renewed but in any event within twenty-four (24) hours, after receipt of any Acquisition Proposal by the Company, or delivered any request for nonpublic information or inquiry which it reasonably believes would reasonably be expected to lead to an Acquisition Proposal, the Company shall provide Parent with written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry (including, for the avoidance of doubt, the financial terms and conditions of such Acquisition Proposal, request or inquiry), and the identity of the Person or group making any such Acquisition Proposal, request or inquiry, and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. After receipt of the Acquisition Proposal, request or inquiry by the Company, it shall promptly keep Parent informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly provide to Parent a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. (c) If, prior to the Company a General Meeting, the Company receives an unsolicited (including unsolicited by any Voting Undertaking Company Shareholder in breach of its Voting and Support Agreement), bona fide written Acquisition Proposal made after the date hereof which the Company’s board of directors (or any committee thereof charged with such authority) has concluded in good faith, after consultation with outside legal counsel, and after taking into account the legal, financial, fiduciary and other aspects of such unsolicited bona fide written Acquisition Proposal, (y) constitutes or is reasonably likely to constitute a Superior Proposal and (z) that the failure to take some or all of the Merger Agreement that did not result from actions set forth in clause (i) or clause (ii) below with respect to such Acquisition Proposal would constitute a material breach of its fiduciary obligations to the Company’s shareholders under applicable Legal Requirements (which for this purpose shall be deemed to consist of Israeli Legal Requirements and, in addition, in order to determine the appropriate standards that would apply to such fiduciary obligations, the Company’s board of directors may also consider and act on the basis of Delaware Legal Requirements), the Company shall promptly, but in any event in less than one (1) day following the date of such conclusion (but in any event at least one (1) Business Day prior to taking the actions set forth in (i) and (ii) below), provide to Parent written notice that shall state expressly (A) that it has received an Acquisition Proposal which constitutes or is reasonably expected to lead to a Superior Proposal, (B) that the Company’s board of directors (or a committee thereof charged with such authority) has made the conclusions set forth in clause (z) above, and (C) the identity of the party making such Acquisition Proposal and the material terms and conditions of the Acquisition Proposal (such notice, the “Superior Proposal Notice”) and may then take the following actions: (i) furnish nonpublic information that could reasonably be expected to lead to an Acquisition Proposal to the third party making such Acquisition Proposal, provided, that (y) prior to so furnishing, the Company receives from the third party an executed confidentiality agreement containing confidentiality provisions no more favorable to the third party than the confidentiality provisions under the Confidentiality Agreement, and (z) subject to applicable antitrust laws and regulations relating to the exchange of information, promptly following furnishing any such nonpublic information to such third party, the Company furnishes a copy of such nonpublic information to Parent hereunder (to the extent such nonpublic information has not been previously so furnished), and (ii) engage in discussions and/or negotiations with the third party with respect to the Acquisition Proposal. (d) In response to the receipt of a Superior Proposal that has not been withdrawn and continues to constitute a Superior Proposal after compliance by the Company with this Section 5.4(a5.4(d), the board of directors (or any committee thereof charged with such authority) of the Merger AgreementCompany may (y) withhold or withdraw the Company Board Recommendation, or (z) approve, adopt, endorse or recommend to its shareholders a Superior Proposal (any of the foregoing actions, whether by the Company’s board of directors or a committee thereof, a “Change of Recommendation”), only if all of the following conditions are met: (i) the Company General Meeting has not occurred, (ii) the board of directors (or any committee thereof charged with such authority) of the Company has concluded in good faith, based on advice of its outside legal counsel, and after taking into account the legal, financial, fiduciary and other aspects of such unsolicited bona fide written Acquisition Proposal, that, in light of such Superior Proposal, the failure of the board of directors to effect a Change of Recommendation would constitute a breach of its fiduciary obligations to its shareholders under applicable Legal Requirements (which for this purpose shall be deemed to consist of Israeli Legal Requirements and, in addition, in order to determine the appropriate standards that would apply to such fiduciary obligations, the Company’s board of directors may also consider and act on the basis of Delaware Legal Requirements), and (iii) the Company’s board of directors has (x) provided to Parent five (5) Business Days’ prior written notice of its intent to effect a Change of Recommendation (which notice shall include reasonable details of the applicable Superior Proposal and the manner in which it intends to effect the Change of Recommendation), provided that such five (5) Business Day period shall be extended for an additional five (5) Business Days following each casemodification of the financial or other materials terms of such Superior Proposal so long as the Company’s board of directors determines that such modified proposal continues to constitute a Superior Proposal, (y) subject to applicable antitrust laws and regulations relating to the exchange of information, made available to Parent all materials and information made available to the Person making the Superior Proposal in connection with such Superior Proposal, and (z) for such five (5) Business Day period (plus each applicable extension) following the delivery to Parent of such notice and the provision of the materials and information referred to in (y) above, the Company shall, if requested by Parent, negotiate in good faith with Parent to revise this Agreement with the goal that the Acquisition Proposal that constituted a Superior Proposal would no longer constitute a Superior Proposal. (e) Unless this Agreement has been terminated in accordance with Section 9.1 and no Legal Proceeding to dispute such termination shall have been commenced by Parent in good faith and is then pending, the Company and agrees that it shall not submit to the vote of its shareholders any Acquisition Proposal (whether or not a Superior Proposal) or propose to do so. Nothing contained in this Agreement shall be deemed to restrict the Company Special Committee has from making such disclosures as may be required, based on the advice of the Company’s outside legal counsel, by Israeli or U.S. federal securities laws or applicable fiduciary duties. (f) Nothing contained in this Section 5.4 shall prohibit the Company or the Company’s board of directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or making a statement required under Rule 14d-9 under the Exchange Act, and (ii) making any disclosure to its stockholders that the Company Board shall have determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely required under applicable Legal Requirements (which for this purpose shall be deemed to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 consist of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (Israeli Legal Requirements and, in any eventaddition, within 36 hours from in order to determine the receipt thereofappropriate standards that would apply to such fiduciary obligations, the Company’s board of directors may also consider and act on the basis of Delaware Legal Requirements) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity all applicable rules and regulations of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectionSEC.

No Solicitation. (a) Each Stockholder hereby covenants of OTF II and agrees thatOTF shall, from and after shall cause its respective Affiliates, Consolidated Subsidiaries, and its and each of their respective officers, directors, trustees, managers, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to, or that are intended to or could reasonably be expected to lead to, a Takeover Proposal, and demand the date hereof until immediate return or destruction (which destruction shall be certified in writing to OTF II or OTF, as applicable) of all confidential information previously furnished to any Person (other than OTF II, OTF or their respective Affiliates or Representatives) with respect to any Takeover Proposal. Prior to the Termination DateEffective Time, except as expressly contemplated by this Proxy subject to Section 7.06 in the case of OTF II and AgreementSection 7.07 in the case of OTF, such Stockholder each of OTF II and OTF shall not, and shall cause its respective Affiliates, Consolidated Subsidiaries and its and their respective Representatives not to, directly or indirectly: (i) directly or indirectly solicit, initiate, propose induce, encourage or induce take any other action (including by providing information) designed to, or which could reasonably be expected to, facilitate any inquiries or the making, making or submission or announcement implementation of any proposal or offer (including any proposal or offer to its stockholders) with respect to any Takeover Proposal; (ii) approve, publicly endorse or recommend or enter into any agreement, arrangement, discussions or understandings with respect to any Takeover Proposal (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) or enter into any Contract or understanding (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) requiring it to abandon, terminate or fail to consummate, or that is intended to or that could reasonably be expected to result in the abandonment of, termination of or knowingly encouragefailure to consummate, the Merger or any other Transaction; (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Person (other than OTF, OTF II or their respective Affiliates or Representatives) any information with respect to, or take any other action to facilitate or assist, in furtherance of any offer, inquiry, indication inquiries or the making of interest or any proposal that constitutes, or is could reasonably be expected to lead to, an Acquisition any Takeover Proposal; (iiiv) furnish publicly propose or publicly announce an intention to take any of the foregoing actions; or (v) grant any (x) approval pursuant to any Takeover Statute to any Person or Group (other than AcquirorOTF, its Subsidiaries OTF II or any of their respective Representatives in their capacity as suchAffiliates) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal transaction (other than informing the Transactions) or (y) waiver or release under any standstill or any similar agreement with respect to equity securities of OTF II or OTF, unless failure to grant such waiver or release would be inconsistent with fiduciary standards applicable to the directors of OTF II or OTF, as applicable, under applicable Law; provided, however, that notwithstanding the foregoing, each party (A) may inform Persons of the provisions contained in this Section 3.3); 7.05 and (ivB) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably shall be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance grant a waiver of or terminate any “standstill” or similar obligation of any third party with Section 5.4 respect to equity securities of the Merger AgreementOTF or OTF II, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries toas applicable, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered order to the Company allow such third party to confidentially submit a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Takeover Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will of OTF II and OTF shall as promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror as reasonably informed, on a prompt basis practicable (and in any event within 24 hours)twenty-four (24) hours after receipt) (i) notify the other party in writing of any request for information or any Takeover Proposal and the terms and conditions of such request, Takeover Proposal or inquiry (including the identity of the Person (or group of Persons) making such request, Takeover Proposal or inquiry) and (ii) provide to the other party copies of any written materials received by ▇▇▇ ▇▇ or OTF or their respective Representatives in connection with any of the foregoing, and the identity of the Person (or group of Persons) making any such request, Takeover Proposal or inquiry or with whom any discussions or negotiations are taking place. Each of OTF II and OTF agrees that it shall keep the other party informed on a reasonably current basis of the status and the material terms of, any developments regarding, and conditions (including amendments or proposed amendments) of any such Acquisition request, Takeover Proposal (including or inquiry and keep the other party informed on a reasonably current basis of any amendments thereto) information requested of or provided by ▇▇▇ ▇▇ or OTF and as to the status of all discussions or negotiations with respect to any such discussions request, Takeover Proposal or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectioninquiry.

No Solicitation. (a) Each Stockholder hereby covenants During the period from the Agreement Date and agrees that, from and after the date hereof continuing until the Termination Dateearlier of the termination of this Agreement and the Closing, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall Seller will not, and shall cause Seller will not authorize or permit the Company or any of its or the Company’s Representatives not or any Subsidiary to, directly or indirectly: , (i) solicit, initiate, propose seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, of any offer, inquiry, indication expression of interest interest, proposal or proposal offer that constitutes, or is could reasonably be expected to lead to, an Acquisition Proposal; , (ii) furnish enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public informationwith respect to, or to take any personnelother action regarding, any inquiry, expression of the Company interest, proposal or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement ofoffer that constitutes, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would could reasonably be expected to lead to to, an Acquisition Proposal; , (iii) participate agree to, accept, approve, endorse or engage in recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any Company securityholder. The Company will, and will cause its Representatives and each Subsidiary to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person Persons conducted prior to or Group with respect to an Acquisition Proposal or on the Agreement Date with respect to any inquiries from Persons relating Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Buyer and its Representatives) to any offer, indication of interest data room (virtual or proposal relating actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than informing Buyer and its Representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Persons Person in connection with an Acquisition Proposal. If any of the provisions contained Company’s Representatives, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 3.36.1 not to authorize or permit such Representative to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1. (b) Seller shall immediately (but in any event, within 24 hours) notify Buyer orally and in writing after receipt by Seller or the Company (or, to the knowledge of Seller, by any of the Seller’s or the Company’s Representatives); , of (ivi) approveany Acquisition Proposal, endorse or recommend (ii) any offer, inquiry, indication expression of interest interest, proposal or proposal offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (viii) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to notice that any Person is considering making an Acquisition Proposal or Acquisition Transaction; or (viiv) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any request for non-public information relating to the Company or for access to any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, books or records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, by any Person or Group Persons considering making or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that made an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents other than Buyer and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition ProposalRepresentatives. Such notice must include shall describe (A) the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request and (B) the identity of the Person or Group making any such Acquisition Proposal, request inquiry, expression of interest, proposal, offer, notice or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewithrequest. Thereafter, each Stockholder must Seller shall keep the Company and Acquiror reasonably informed, Buyer informed on a prompt reasonably current basis (and in any event within 24 hours), of the status and terms details of, and any developments regardingmodification to, any such Acquisition Proposal inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Buyer a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. Seller shall provide Buyer with 48 hours prior notice (including any amendments theretoor such lesser prior notice as is provided to the members of the Seller’s Board of Directors) and the status of any such discussions or negotiations, including by providing copies meeting of all written materials sent the Seller’s Board of Directors at which the Seller’s Board of Directors is reasonably expected to or from such Stockholder or discuss any of its Representatives relating to such Acquisition Proposal. . (c) The parties acknowledge that notice provided by each Stockholder Company and Seller agree to consent to the Special Committee satisfies that Stockholder’s obligation assignment to provide notice to Buyer of the Company under this subsectionPandora Media, Inc. Non-Competition Agreements with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇, respectively, dated October 7, 2015 (the “Non-Competition Agreements”) from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇.

No Solicitation. (a) Each Stockholder hereby covenants The Company shall, and agrees thatshall cause the Company Subsidiaries and the Company’s Representatives to, from immediately cease and after terminate, or cause to be terminated, any and all discussions, solicitations, negotiations or knowing encouragements with any Person conducted heretofore with respect to a Company Acquisition Proposal and shall promptly request (or, to the extent the Company is contractually permitted to do so, require) the return or destruction of all copies of confidential information previously provided to such parties by or on behalf of the Company, the Company Subsidiaries or the Company’s Representatives. From the date hereof of this Agreement until the Termination Dateearlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01, except as expressly contemplated by this Proxy and Agreementsubject to Section 7.03(b), such Stockholder the Company shall not, and shall cause its the Company Subsidiaries and the Company’s Representatives not to, directly or indirectly: , (i) solicit, initiate, propose or induce the making, submission or announcement of, cause or knowingly encourage, facilitate or assistencourage (including by way of furnishing information) the submission of any inquiries, any offer, inquiry, indication of interest proposals or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries offers or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares other efforts or the Company attempts that constitute or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would may reasonably be expected to lead to an any Company Acquisition Proposal; (iii) participate , or engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or knowingly facilitate or encourage, any Person such inquiries, proposals, discussions or Group with respect negotiations, or resolve to an or publicly propose to take any of the foregoing actions, (ii) approve or recommend, or resolve to or publicly propose to approve or recommend, any Company Acquisition Proposal or with respect to enter into any inquiries from Persons merger agreement, agreement-in-principle, letter of intent, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar agreement relating to any offer, indication of interest or proposal relating to an a Company Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract agreement-in-principle requiring the Company (whether writtenor not subject to conditions) to abandon, oralterminate or fail to consummate the Merger or (iii) (A) withdraw, binding modify or non-bindingqualify in a manner adverse to Parent or Merger Sub the Company Board Recommendation or the approval or declaration of advisability by the Company Board of this Agreement and the Transactions (including the Merger) relating or (B) approve or recommend, or resolve to an or publicly propose to approve or recommend, any Company Acquisition Proposal or Acquisition Transaction; (any action described in clause (A) or (viB) authorize or commit being referred to do any of the foregoing; provided, that, notwithstanding as an “Adverse Recommendation Change”). (b) Notwithstanding anything to the contrary contained in the foregoingSection 7.03(a), nothing shall prohibit if at any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from time following the date of this Agreement and prior to obtaining the Merger Agreement until the Company’s receipt of Requisite Company Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality AgreementApproval, (xi) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any has received from a third party that is not in violation of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered such third party’s contractual obligations to the Company a written, bona fide written Company Acquisition Proposal after the date of the Merger Agreement that did not result from Proposal, (ii) a material breach of Section 5.4(a) of the Merger Agreement, in each case, if by the Company and of this Section 7.03 has not contributed to the making of such Company Acquisition Proposal, (iii) the Company Special Committee has determined Board determines in good faith (faith, after consultation with its financial advisor advisors and outside legal counsel) , that an such Company Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents Proposal and warrants (iv) after consultation with its outside counsel, the Company Board determines in good faith that failure to take such Stockholder has read Section 5.4 action would constitute a breach by the Company Board of its fiduciary duties to the Merger Agreement Company Stockholders under applicable Law, then the Company may, subject to clauses (x), (y) and agrees not (z) below, (A) furnish confidential information with respect to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an the Company Subsidiaries to the Person making such Company Acquisition Proposal is received byand (B) participate in discussions or negotiations with the Person making such Company Acquisition Proposal regarding such Company Acquisition Proposal; provided, however, that (x) the Company will not, and will not allow the Company’s Representatives to, disclose any non-public information is requested fromto such person unless the Company first enters into an Acceptable Confidentiality Agreement with such Person, (y) the Company will promptly (and in any event within twenty-four (24) hours) provide to Parent notice of its intention to enter into such Acceptable Confidentiality Agreement and (z) the Company will promptly (and in any event within twenty-four (24) hours) provide to Parent any and all non-public information delivered to such Person which was not previously provided to Parent. (c) The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent, orally and in writing, in the event that the Company or any Company Subsidiary or Company Representative receives (i) any Company Acquisition Proposal or indication by any Person that it is considering making a Company Acquisition Proposal, (ii) any request for non-public information in contemplation of a Company Acquisition Proposal relating to the Company or any Company Subsidiary or (iii) any inquiry or request for discussions or negotiations are sought to be initiated or continued with, such Stockholder or regarding any of its Representatives with respect to an Acquisition Proposal or potential Company Acquisition Proposal. Such notice must include The Company shall provide Parent promptly (Aand in any event within twenty-four (24) hours) with the identity of the such Person or Group making and a copy of such Company Acquisition Proposal, indication, inquiry or request or seeking of discussions or negotiations; and (B) a summary of the material termsor, conditions or other aspects of where such Company Acquisition Proposal, request or seeking of discussions or negotiations and, if Proposal is not in writing, a copy thereof written description of the Company’s understanding of the material terms and all written materials received conditions of such Company Acquisition Proposal, indication, inquiry or request), including any modifications thereto. The Company shall keep Parent reasonably informed (orally and in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, writing) on a prompt current basis (and in any event within 24 hours)no later than twenty-four (24) hours after the occurrence of any material changes, developments, discussions or negotiations) of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any Company Acquisition Proposal, indication, inquiry or request (including the material terms and conditions thereof and of any material modification thereto), and any material developments, discussions and negotiations, including furnishing copies of any written inquiries, correspondence and draft documentation, and written summaries of any material oral inquiries or discussions. Without limiting the foregoing, the Company shall promptly (and in any event within twenty-four (24) hours) notify Parent orally and in writing if it determines to begin providing information or to engage in discussions or negotiations concerning a Company Acquisition Proposal in accordance with Section 7.03(b) and shall in no event begin providing such information or engaging in such discussions or negotiationsnegotiations prior to providing such notice. The Company shall not, including by and shall cause the Company Subsidiaries and the Company’s Representatives not to, enter into any Contract with any Person subsequent to the date of this Agreement that would restrict the Company’s ability to provide such information relating to the Company or any Company Subsidiary to Parent, and neither the Company nor any of the Company Subsidiaries is currently party to any Contract that prohibits the Company from providing copies of all written materials sent the information relating to the Company or from such Stockholder any Company Subsidiary described in this Section 7.03(c) to Parent. The Company (x) shall not, and shall cause the Company Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of the Company Subsidiaries is or becomes a party and (y) shall, and shall cause the Company Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement, unless, in each case in clauses (x) and (y), the Company Board determines in good faith, after consultation with its Representatives relating outside counsel, that failure to take such Acquisition Proposal. The parties acknowledge that notice provided action would constitute a breach by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice Company Board of its fiduciary duties to the Company Stockholders under applicable Law. (d) Notwithstanding anything in Section 7.03(a) to the contrary, if (i) the Company receives from a third party that is not in violation of such third party’s contractual obligations to the Company a written, bona fide Company Acquisition Proposal, (ii) a breach by the Company of this subsectionSection 7.03 has not contributed to the making of such Company Acquisition Proposal and (iii) the Company Board determines in good faith, after consultation with its financial advisors and outside counsel, that such Company Acquisition Proposal constitutes a Superior Proposal after giving effect to all of the adjustments to the terms of this Agreement which may be offered by Parent including pursuant to clause (III) below, the Company Board may at any time prior to the Company Stockholder Approval, if it determines in good faith, after consultation with its outside counsel, that failure to take such action would constitute a breach by the Company Board of its fiduciary duties to the Company Stockholders under applicable Law, (x) effect an Adverse Recommendation Change and/or (y) terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless in advance of or concurrently with such termination the Company (A) pays, or causes to be paid, the Termination Fee to Parent in immediately available funds and (B) concurrently with such termination enters into the Alternative Acquisition Agreement; provided, further, however, that the Company Board may not effect an Adverse Recommendation Change pursuant to the foregoing clause (x) or terminate this Agreement pursuant to the foregoing clause (y) unless (I) the Company shall not have breached this Section 7.03 in a manner that contributed to the making of such Superior Proposal, (II) the Company shall have provided to Parent at least five (5) Business Days prior written notice of its intention to take such action with respect to such Superior Proposal, which notice shall specify the material terms and conditions of any such Superior Proposal (including the identity of the party making such Superior Proposal), and shall have contemporaneously provided to Parent a copy of any proposed definitive agreement(s) with respect to such Superior Proposal (the “Alternative Acquisition Agreement”), (III) prior to effecting such Adverse Recommendation Change or terminating this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal, the Company shall, and shall cause its financial advisors and outside counsel to, during the five (5) Business Day notice period, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Company Acquisition Proposal ceases to constitute a Superior Proposal and (IV) following any negotiation described in the immediately preceding clause (III), such Company Acquisition Proposal (taking into account any changes to the terms of this Agreement agreed to or proposed by Parent as a result of the negotiations required by clause (III) in a binding written offer) continues to constitute a Superior Proposal. In the event of any material revisions to the terms of a Company Acquisition Proposal after the start of the five (5) Business Day notice period, the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 7.03(d) with respect to such new written notice, and the five (5) Business Day notice period shall be deemed to have re-commenced on the date of such new notice. (e) Notwithstanding anything in Section 7.03(a) to the contrary, if (i) a material development or change in circumstances in the business, results of operations or financial condition of the Company and the Company Subsidiaries (other than and not related to an Acquisition Proposal) that was neither known to nor reasonably foreseeable by the Company Board (assuming, for such purpose, reasonable consultation with the executive officers of the Company) as of the date of this Agreement occurs or arises after the date of this Agreement (such development or change, an “Intervening Event”), (ii) the Intervening Event did not result or arise from a breach of any provision of this Agreement, and (iii) the Company Board determines in good faith, after consultation with its outside counsel, that, in light of the existence of such Intervening Event, the failure to make an Adverse Recommendation Change would constitute a breach by the Company Board of its fiduciary duties to the Company Stockholders under applicable Law, the Company Board may, at any time prior to the Company Stockholder Approval, effect an Adverse Recommendation Change, provided that that the Company Board shall not make an Adverse Recommendation Change in light of the existence of such Intervening Event unless (A) the Company has provided to Parent at least five (5) Business Days prior written notice of its intention to take such action with respect to such Intervening Event, which notice shall specify, in reasonable detail, the facts underlying the Company Board’s determination that an Intervening Event has occurred and the rationale and basis for such Adverse Recommendation Change, (B) the Company shall, and shall cause its financial advisors and outside counsel to, during such five (5) Business Day notice period, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for an Adverse Recommendation Change as a result of the Intervening Event and (C) following any negotiation described in the immediately preceding clause (B), the Company Board determines in good faith, after consultation with its outside counsel, that the failure to make such Adverse Recommendation Change in light of such Intervening Event (taking into account any changes to the terms of this Agreement agreed or proposed by Parent as a result of the negotiations required by the immediately preceding clause (B)) would constitute a breach of its fiduciary duties to the Company Stockholders under applicable Law. In the event of any material change in the circumstances of such Intervening Event or the occurrence of another Intervening Event, the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 7.03(e) with respect to such new written notice. (f) The Company agrees that any breaches of the restrictions set forth in this Section 7.03 by any of the Company’s Representatives shall be deemed to be a breach of this Agreement (including this Section 7.03) by the Company. (g) Nothing contained in this Section 7.03 shall prohibit the Company Board from taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; provided, however, that any disclosure other than (i) a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, (ii) an express rejection of any applicable Company Acquisition Proposal or (iii) an express reaffirmation of the Company Board Recommendation together with a factual description of events or actions leading up to such disclosure that have been taken by the Company and that are permitted under Section 7.03 or actions taken or notices delivered to Parent by the Company that are required by Section 7.03, shall, in each case, be deemed to be an Adverse Recommendation Change (including for purposes of Section 9.01(f)). (h) The Company shall not take any action to exempt any Person (other than Parent, Merger Sub and their respective Affiliates) from the provisions of “control share acquisitions” contained in any Anti-Takeover Law or otherwise cause such restrictions not to apply, in each case unless such actions are taken simultaneously with a termination of this Agreement pursuant to Section 9.01(h).

No Solicitation. (a) Each During the Term, each Stockholder hereby covenants and agrees that, from and after the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall will not, and --------------- nor shall cause it permit or authorize any of its Representatives not officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit --------------- or initiate, or encourage, directly or indirectly: (i) solicit, initiate, propose or induce any inquiries regarding the making, submission or announcement of, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or date with respect to, or take any other action to knowingly encourage, facilitate or assist, the making of any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would may reasonably be expected to lead to, an any Acquisition Proposal; Proposal or (viii) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating with respect to an any Acquisition Proposal or approve or agree or resolve to approve any Acquisition Transaction; Proposal. Upon execution of this Agreement, each Stockholder will, and it will cause its Representatives to, immediately cease any existing activities, discussions or (vi) authorize or commit negotiations with any parties conducted heretofore with respect to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, and in any event, within 36 hours from the receipt thereof24 hours) notify advise the Company orally and Acquiror in writing if an of any request for information or the submission or receipt of any Acquisition Proposal is received by, any non-public information is requested fromProposal, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives inquiry with respect to an or which could lead to any Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) inquiry and the identity of the Person or Group person making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such request, Acquisition Proposal (including any amendments or inquiry and such Stockholder's response or responses thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.This

No Solicitation. (a) Each Stockholder hereby covenants and agrees thatStockholder, from and after solely in its capacity as a stockholder of the date hereof until the Termination DateCompany, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall not, and shall direct and cause its Representatives and affiliates and its and their respective directors, officers and employees not to, directly or indirectly: , (ia) solicit, initiate, propose knowingly facilitate or induce knowingly encourage (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making, making of any submission or announcement of, or knowingly encourage, facilitate or assist, of any offer, inquiry, indication of interest proposal or proposal offer that constitutes, constitutes or is could reasonably be expected to lead toto any Company Takeover Proposal, an Acquisition Proposal; (iib) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person regarding, or furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, books or records or other non-public information, or to any personnel, of the Company to, or take any of its Subsidiariesother action to assist, knowingly facilitate or knowingly encourage any effort by any Person, in any such each case in connection with or in response to any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest offer or proposal that constitutes constitutes, or would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Company Takeover Proposal (other than informing such Persons than, solely in response to an unsolicited inquiry, to refer the inquiring person to the restrictions of this Section 4.6 and of the provisions contained in this Section 3.3Merger Agreement and to limit such Stockholder’s conversation and other communication exclusively to such referral); , (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (vc) enter into any agreement in principle, letter of intent, memorandum of understandingterm sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other Contract (whether written, oral, binding or non-binding) similar instrument relating to an Acquisition Proposal Company Takeover Proposal, (d) knowingly encourage or Acquisition Transaction; recommend any other holder of Company Common Stock to vote against the Merger or to not tender shares of Company Common Stock into the Offer or (vie) authorize resolve or commit agree to do any of the foregoing; provided. Each Stockholder shall, that, notwithstanding anything to the contrary in the foregoing, nothing and shall prohibit any Stockholder or direct and cause its Representatives from taking any action which the Company is permitted and affiliates and its and their respective directors, officers and employees to, immediately cease and cause to take in compliance with Section 5.4 of the Merger Agreementbe terminated all solicitations, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; regarding any inquiry, proposal or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, offer with any Person or Group or their respective Representatives groups that has made, renewed or delivered may be ongoing with respect to the any Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Takeover Proposal or is potential Company Takeover Proposal or that could reasonably likely be expected to lead to a Superior Company Takeover Proposal. Each Stockholder hereby represents and warrants that For clarity, if such Stockholder has read Section 5.4 is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. such Stockholder that is still affiliated with such Stockholder, but (b) Each Stockholder will promptly shall exclude (andi) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in any eventeach case of clauses (i) to (iii), within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity who do not have actual knowledge of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsectionTransactions.

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from From and after the date hereof until the Termination DateAcceptance Time, except as expressly contemplated by this Proxy and Agreement, such Stockholder the Company shall not, and shall cause its Subsidiaries and the Company Representatives not to, directly or indirectly: (i) solicit, initiate, propose solicit or induce knowingly take any action to facilitate or encourage (including by way of providing information) the makingsubmission of any inquiries, submission proposals or announcement ofoffers or any other efforts or attempts that constitute, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is may reasonably be expected to lead to, an Acquisition Proposal; , or engage in any discussions or negotiations with respect thereto, (ii) furnish approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal, (iii) withdraw (or change, amend, modify or qualify in a manner adverse to Parent or the Purchaser), or propose publicly to withdraw (or change, amend, modify or qualify, in a manner adverse to Parent or the Purchaser), or otherwise make any Person statement or Group proposal inconsistent with, the Company Board Recommendation (any action or failure to act set forth in the foregoing clauses (ii) or (iii), a “Change of Board Recommendation”), or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information similar Contract relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of enter into any offer, inquiry, indication of interest Contract or proposal agreement in principle that constitutes is intended or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead tocause the Company to abandon, an Acquisition Proposal; (v) enter into terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. The Company shall immediately cease and cause to be terminated any letter solicitation, encouragement, discussion or negotiation with any Persons conducted prior to the execution of intentthis Agreement by the Company, memorandum of understanding, merger agreement, acquisition agreement its Subsidiaries or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Company Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or respect to any personnel, Acquisition Proposal and cause to be returned or destroyed all confidential information provided by or on behalf of the Company or any of its Subsidiaries to, in each case, any to such Person or Group or their respective Representatives that has made, renewed or delivered to the extent that the Company a bona fide written is entitled to have such documents returned or destroyed. (b) Notwithstanding anything to the contrary contained in Section 5.4(a), if at any time following the date hereof and prior to the Acceptance Time (i) the Company has received an Acquisition Proposal after the date of the Merger Agreement from a third party that did not result from arise out of a material breach of this Section 5.4(a5.4, (ii) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined Board determines in good faith (faith, after consultation with its financial advisor advisors and outside legal counsel) , that an such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to result in a Superior Proposal. Each Stockholder hereby represents Proposal and warrants (iii) after consultation with its outside counsel, the Company Board determines in good faith that the failure to take such Stockholder has read Section 5.4 action would be inconsistent with its fiduciary duties to the stockholders of the Merger Company under applicable Law, then the Company may (A) enter into an Acceptable Confidentiality Agreement and agrees not a data privacy agreement that contains provisions that are no less favorable in the aggregate to facilitate or participate the Company than those contained in any actions prohibited thereby. the data privacy agreement executed by Parent in connection with the transactions contemplated by this Agreement, (bB) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify furnish information with respect to the Company and Acquiror in writing if an its Subsidiaries to the Person making such Acquisition Proposal is received by, any non-public information is requested from, or any and (C) participate in discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of Proposal regarding such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep ; provided that the Company and Acquiror reasonably informed, on a prompt basis (x) shall promptly (and in any event within 24 twenty-four (24) hours) notify Parent orally and in writing of any determination concerning an Acquisition Proposal pursuant to this Section 5.4(b), (y) shall not, and shall not allow its Subsidiaries and the Company Representatives to, disclose any information to such Person without first entering into an Acceptable Confidentiality Agreement and a data privacy agreement that contains provisions that are no less favorable in the aggregate to the Company than those contained in the data privacy agreement executed by Parent in connection with the transactions contemplated by this Agreement, and (z) shall promptly provide to Parent any information concerning the Company or its Subsidiaries provided to such other Person which was not previously provided to Parent. (c) The Company shall promptly notify Parent in writing of any Acquisition Proposal (and in any event within twenty-four (24) hours following the Company’s, its Subsidiary’s or any Company Representative’s receipt of the status and terms ofAcquisition Proposal), any developments regarding, any such notice to include the identity of the Person making such Acquisition Proposal (including and a copy of such Acquisition Proposal and any amendments thereto) and the status related documentation or correspondence or, where no such copy is available, a reasonably detailed description of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge Company shall keep Parent reasonably informed on a current basis (and in no event later than twenty-four (24) hours after the occurrence of any material changes, developments, discussions or negotiations) of the status of any Acquisition Proposal, any discussions and negotiations with respect thereto, and the material terms and conditions thereof, including by providing a copy of all material documentation or correspondence relating thereto that notice provided by each Stockholder is exchanged between the Person making an Acquisition Proposal (or its Representatives) and the Company (or its Representatives). The Company shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission under, any standstill or confidentiality Contract to which the Company or any of its Subsidiaries is a party. (d) Notwithstanding anything to the Special Committee satisfies contrary contained in Section 5.4(a), if the Company receives an Acquisition Proposal which the Company Board concludes in good faith, after consultation with outside counsel and financial advisors, constitutes a Superior Proposal, after giving effect to all of the adjustments to the terms of this Agreement which may be offered by Parent (including pursuant to clause (II) below), the Company Board may at any time prior to the Acceptance Time, (i) effect a Change of Board Recommendation with respect to such Superior Proposal and/or (ii) terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal; provided, however, that Stockholder’s obligation the Company shall not terminate this Agreement pursuant to provide the foregoing clause (ii), unless substantially concurrently with such termination the Company pays the Breakup Fee and otherwise complies with the provisions of Section 7.1(e) and Section 7.3; and provided further that the Company Board may not effect a change of Company Board Recommendation or terminate this Agreement pursuant to the foregoing clause (ii) unless (A) the Company shall not have breached this Section 5.4, (B) the Company Board shall have taken into account any changes to the terms of this Agreement proposed by Parent in response to a Notice of Adverse Recommendation, and (C): (I) the Company shall have provided prior written notice to Parent (“Notice of Adverse Recommendation”), at least five (5) Business Days in advance (the “Notice Period”), of its intention to take such action with respect to such Superior Proposal, which notice shall specify the material terms and conditions of such Superior Proposal, and shall have contemporaneously provided a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and other material documents (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Notice of Adverse Recommendation and a new notice period, which shall be three (3) Business Days in advance of the Company Board’s intention to take action pursuant to this Section 5.4(d)); and (II) prior to effecting such Change of Board Recommendation or terminating this Agreement to enter into a definitive agreement with respect to such Superior Proposal, the Company shall, and shall cause the Company Representatives to, during the Notice Period, negotiate with Parent in good faith to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. (e) Nothing contained in this Section 5.4 shall prohibit the Company Board from disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under this subsectionthe Exchange Act; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, an express rejection of any applicable Acquisition Proposal or an express reaffirmation of its recommendation to its stockholders in favor of the Offer shall be deemed to be a Change of Board Recommendation.

No Solicitation. (a) Each Stockholder hereby covenants and agrees that, from From and after the date hereof of this Agreement until the Termination DateClosing or termination of this Agreement pursuant to ARTICLE 8, except as expressly contemplated neither the Sellers, the Company nor the US Subsidiary will (and the Sellers shall use commercially reasonable efforts to cause the Company and the Subsidiary not to), nor will any of them authorize or permit any of their respective officers, directors, Affiliates, employees or any investment banker, attorney or other advisor or representative retained by this Proxy and Agreement, such Stockholder shall not, and shall cause its Representatives not any of them (all of the foregoing collectively being the “Company Representatives”) to, directly or indirectly: , (ia) solicit, initiate, propose seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, of any offer, inquiry, indication expression of interest interest, proposal or proposal offer that constitutes, or is could reasonably be expected to lead to, an Acquisition Proposal; Proposal (iias hereinafter defined), (b) furnish enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public informationwith respect to, or to take any personnelother action regarding, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication expression of interest interest, proposal or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal; , (vc) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (d) enter into any letter of intentintent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, memorandum (e) submit any Acquisition Proposal to the vote of any Company Securityholders or (f) enter into any other transaction or series of transactions not in the ordinary course of the Company’s business, the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Share Exchange, including, but not limited to, any action, agreement, or understanding, merger agreementwhether or not in writing, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do by any of the foregoing; providedSellers to transfer, thatsell, notwithstanding anything dispose, or otherwise encumber any Company securities. The Company will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons other than Buyer and its representatives conducted prior to or on the contrary date of this Agreement with respect to any Acquisition Proposal. If any Company Representative, in the foregoinghis or her capacity as such, nothing shall prohibit any Stockholder or its Representatives from taking takes any action which that the Company is permitted obligated pursuant to take this Section 6.1 not to authorize or permit such Company Representative to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1 (unless such breach is waived in compliance writing by Buyer in accordance with Section 5.4 8.4 hereof). The Sellers will not sell, transfer or otherwise dispose of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or securities to any personnel, of the Company or any of its Subsidiaries toPerson unless such person agrees to be bound by this Agreement as a Seller, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered form reasonably satisfactory to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebyBuyer. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.

No Solicitation. (a) Each Stockholder hereby covenants and Subject to Section 5.3(b)-(f), the Company agrees that, from and after that neither it nor any Subsidiary of the date hereof until the Termination Date, except as expressly contemplated by this Proxy and Agreement, such Stockholder shall notCompany shall, and that it shall cause direct its Representatives and their respective officers, directors, employees, agents and representatives, including any investment banker, attorney or accountant retained by it or any of its Subsidiaries (“Representatives”) not to, directly or indirectly: , (i) initiate, solicit, initiateknowingly encourage (including by providing information) or facilitate any inquiries, propose proposals or induce offers with respect to, or the making, submission making or announcement completion of, or knowingly encouragean Alternative Proposal, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish engage or participate in any negotiations concerning, or provide or cause to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) be provided any non-public information or data relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries in connection with, or afford have any discussions with any person relating to, an actual or proposed Alternative Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Alternative Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Proposal, (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Alternative Proposal, (v) amend, terminate, waive or fail to enforce, or grant any consent under, any confidentiality, standstill or similar agreement of the Company with respect to an Alternative Proposal (except that references in the definition thereof to “20%” shall be deemed to be references to “50%” for purposes of this clause (v)), or (vi) resolve to propose or agree to do any of the foregoing. Without limiting the foregoing, it is understood that any action of any Subsidiary of the Company or Representative of the Company that would be a violation if taken by the Company shall be deemed to be a breach of this Section 5.3 by the Company. (b) The Company shall, shall cause each of its Subsidiaries to, and shall direct each of its Representatives to, immediately cease any solicitations, discussions or negotiations with any Person or Group (other than Acquirorthe parties hereto) that has made or indicated an intention to make an Alternative Proposal, in each case that exist as of the date hereof. The Company shall promptly inform its Subsidiaries or any Representatives of their respective Representatives in their capacity as suchthe Company’s obligations under this Section 5.3. (c) access Notwithstanding anything to the businesscontrary in Section 5.3(a) or (b), propertiesat any time prior to satisfying the condition set forth in Section 6.1(a), assetsthe Company may, booksin response to an unsolicited Alternative Proposal which did not result from or arise in connection with a breach of Section 5.3(a) and which the Board of Directors of the Company (acting through its Special Committee) determines, records or other in good faith, after consultation with its outside counsel and financial advisors, (1) may reasonably be expected to lead to a Superior Proposal, and (2) the failure to take action on such unsolicited Alternative Proposal would be inconsistent with its fiduciary obligations to the stockholders of the Company under applicable Laws, (i) furnish non-public informationinformation with respect to the Company and its Subsidiaries to the person who has made a written Alternative Proposal and its Representatives pursuant to a customary confidentiality agreement no less restrictive of the other party than the Confidentiality Agreement, and which shall include an acknowledgment by such other party that the Company is obligated to comply with the provisions of Section 5.3(e) hereof, and (ii) participate in discussions or negotiations with such person and its Representatives regarding such Alternative Proposal; provided, however, (i) that Parent shall be entitled to receive an executed copy of such confidentiality agreement prior to or substantially simultaneously with the Company furnishing information to the person making such Alternative Proposal or its Representatives and (ii) that the Company shall simultaneously provide or make available to Parent any personnel, of material non-public information concerning the Company or any of its SubsidiariesSubsidiaries that is provided to the person making such Alternative Proposal or its Representatives which was not previously provided or made available to Parent. (d) Subject to the permitted actions contemplated by Section 7.1(c)(ii), neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw or modify in a manner adverse to Parent or Merger Sub, or publicly propose to withdraw or modify in a manner adverse to Parent or Merger Sub, the Recommendation, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Alternative Proposal or (iii) approve or recommend, or publicly propose to approve, endorse or recommend, any Alternative Proposal. Notwithstanding the foregoing, but subject to Section 5.4(b), if, prior to receipt of the Company Stockholder Approval, the Board of Directors of the Company or the Special Committee determines in good faith, after consultation with outside counsel, that failure to so withdraw or modify its Recommendation would be inconsistent with the Board of Directors of the Company’s or the Special Committee’s exercise of its fiduciary duties, the Board of Directors of the Company or any committee thereof may withdraw or modify its Recommendation. (e) The Company promptly (and in any such case event within 48 hours) shall advise Parent orally and in connection writing of (i) any Alternative Proposal after the date hereof or indication or inquiry after the date hereof with any Acquisition Proposal respect to or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to an Acquisition any Alternative Proposal; , (iiiii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from request after the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any hereof for non-public information relating to the Company or any of its Subsidiaries toSubsidiaries, other than requests for information not reasonably expected to be related to an Alternative Proposal, or (2iii) affording access to the business, properties, assets, books, records any inquiry or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal request after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreementhereof for discussion or negotiation regarding an Alternative Proposal, including in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby. (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) case the identity of the Person person making any such Alternative Proposal or Group making indication or inquiry and the material terms of any such Acquisition ProposalAlternative Proposal or indication or inquiry (including copies of any document or correspondence evidencing such Alternative Proposal or inquiry). The Company shall keep Parent reasonably informed on a current basis (and in any event within 48 hours of the occurrence of any changes, request or seeking of developments, discussions or negotiations; and (B) a summary of the status (including the material terms, terms and conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all any material change thereto) of any such Alternative Proposal or indication or inquiry including furnishing copies of any written materials received in connection therewithrevised proposals. ThereafterWithout limiting the foregoing, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis shall promptly (and in any event within 24 hours), of the status ) notify Parent orally and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such in writing if it determines to begin providing information or to engage in discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition negotiations concerning an Alternative Proposal. The parties acknowledge Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Person subsequent to the date of this Agreement which prohibits the Company from providing such information to Parent as required by this Section 5.3(e). (f) Nothing contained in this Agreement shall prohibit the Company or its Board of Directors (or the Special Committee) from (i) disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any required disclosure to the Company’s stockholders if, in the good faith judgment of such Board of Directors (or the Special Committee), after consultation and the receipt of advice from its outside counsel, failure to disclosure such information would reasonably be expected to violate its obligations under applicable Law; provided, however, that notice provided any such disclosure, other than a “stop, look and listen” letter or similar communication of the type contemplated by each Stockholder Rule 14d-9(f) under the Exchange Act, shall be deemed to be a modification, amendment or withdrawal of the Recommendation for the purposes of Section 5.3(d) unless the Board of Directors of the Company (acting through the Special Committee satisfies that Stockholder’s obligation to provide notice to if such committee still exists) in connection with such communication publicly reaffirms the Recommendation. (g) As used in this Agreement, “Alternative Proposal” shall mean any inquiry, proposal or offer from any Person or group of Persons other than Parent or one of its Subsidiaries for (i) a merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving an acquisition of the Company under this subsection(or any Subsidiary or Subsidiaries of the Company whose business constitutes 20% or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole) or (ii) the acquisition in any manner, directly or indirectly, of over 20% of the equity securities, net revenue, net income or consolidated assets of the Company and its Subsidiaries, in each case other than the Merger.

No Solicitation. (a) Each Stockholder hereby covenants At all times during the period commencing with the No-Shop Period Start Date and agrees that, from and after the date hereof continuing until the Termination Dateearlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, except as expressly contemplated by this Proxy the Company and Agreement, such Stockholder its Subsidiaries shall not, and nor shall cause its Representatives not tothey authorize or permit any of their respective Representatives, directly or indirectly: , to (i) solicit, initiate, propose induce or induce take any action for the purpose of encouraging or facilitating the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; , (ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries Dimensional or Merger Sub or any designees of their respective Representatives in their capacity as suchDimensional or Merger Sub) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries Subsidiaries, or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, books or records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in Subsidiaries to any such case Person (other than Dimensional or Merger Sub or any designees of Dimensional or Merger Sub) in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes or would could reasonably be expected to lead to an Acquisition Proposal; , or take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal, (iii) participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing to notify such Persons Person as to the existence of the provisions contained in of this Section 3.37.3); , (iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutesrecommend, or would reasonably be expected propose to lead toapprove, an endorse or recommend, any Acquisition Proposal; , (v) approve or enter into any letter of intent, agreement in principle, memorandum of understanding, merger understanding or other agreement, acquisition agreement contract or other Contract (whether written, oral, binding arrangement contemplating or non-binding) otherwise relating to an Acquisition Proposal (except as permitted by Section 7.3(c)), or Acquisition Transaction; which would require the Company to terminate this Agreement or any further discussions or negotiations between the Company and Dimensional (except as permitted by this Agreement), or (vi) authorize terminate, amend, release or commit to do waive any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit rights under any Stockholder “standstill” or its Representatives from taking any action which the Company is permitted to take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and following the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with; or (y) (1) furnishing any non-public information relating to other similar agreement between the Company or any of its Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, and any Person or Group or their respective Representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement that did not result from a material breach of Section 5.4(a) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited therebyother than Dimensional). (b) Each Stockholder will promptly (and, in any event, within 36 hours from the receipt thereof) notify the Company and Acquiror in writing if an Acquisition Proposal is received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, such Stockholder or any of its Representatives with respect to an Acquisition Proposal or potential Acquisition Proposal. Such notice must include (A) the identity of the Person or Group making such Acquisition Proposal, request or seeking of discussions or negotiations; and (B) a summary of the material terms, conditions or other aspects of such Acquisition Proposal, request or seeking of discussions or negotiations and, if in writing, a copy thereof and all written materials received in connection therewith. Thereafter, each Stockholder must keep the Company and Acquiror reasonably informed, on a prompt basis (and in any event within 24 hours), of the status and terms of, any developments regarding, any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations, including by providing copies of all written materials sent to or from such Stockholder or any of its Representatives relating to such Acquisition Proposal. The parties acknowledge that notice provided by each Stockholder to the Special Committee satisfies that Stockholder’s obligation to provide notice to the Company under this subsection.