Common use of No Solicitation Clause in Contracts

No Solicitation. (a) Stockholder shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder The Company shall not, and shall cause the Company Subsidiary and its Affiliates Representatives not to: (i) initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal that constitutes or is reasonably likely to lead to any Acquisition Proposal (as defined in Section 5.2(c) hereof), (ii) engage in negotiations or discussions (other than to advise as to the Company and any existence of the Acquired Companiesrestrictions set forth in this Section 5.2) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act with, or purport to act on behalf of the Company) not furnish any information or data to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead third party relating to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with enter into any Person agreement with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to approve any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) . Notwithstanding anything to the contrary contained in this Section 5.2 or in any other provision of this Agreement: , the Company and its Representatives (i) may participate in discussions or negotiations with or furnish information to any third party making an unsolicited Acquisition Proposal (a "Potential Acquiror") or approve an unsolicited Acquisition Proposal if (x) neither the Company nor any of its Representatives has violated the provisions of this Section 2.3 apply solely 5.2 and (y) the board determines in good faith with advice from its financial advisor that the Potential Acquiror submitting such Acquisition Proposal is reasonably capable of consummating such Acquisition Proposal, and the board determines in good faith after receiving advice from its financial advisor, that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as defined in Section 5.2(d) hereof). Prior to furnishing any non-public information to a Potential Acquiror, the Company shall enter into an agreement with such Potential Acquiror containing confidentiality, standstill and nonsolicitation provisions at least as favorable to the Stockholder when acting Company as the confidentiality, standstill and nonsolicitation provisions of the Confidentiality Agreement and the Letter of Intent. In the event that the Company shall determine to provide any information as described above, or shall receive any Acquisition Proposal (or any material amendment to an Acquisition Proposal previously received), it shall promptly, and in his any event within 24 hours, inform Buyer in writing as to that fact and shall furnish to Buyer the identity of the recipient of such information to be provided and/or the Potential Acquiror and the terms of such Acquisition Proposal (or its capacity material amendment). (b) Except as a Stockholder provided in this Section 5.2(b), the board of directors of the Company and not when acting or purporting shall recommend to act as a Representative the stockholders of the Company (it being understood that the adoption of this Agreement. The board of directors of the Company has separate shall not (i) withdraw or modify or propose to withdraw or modify, in any manner adverse to Buyer, its approval and independent obligations to Parent and Merger Sub in respect recommendation of the solicitation adoption of Acquisition Proposals under Section 4.3 of the Merger Agreement); this Agreement or (ii) none approve or recommend, or propose to approve or recommend, any Acquisition Proposal unless, in each case, the board has (x) determined in good faith that the failure to take such action would be inconsistent with the board's fiduciary duties under applicable law and (y) gives at least five (5) business days' prior written notice to Buyer of the provisions its determination under clause (x) of this Section 2.3 5.2(b). (c) For purposes of this Agreement, "Acquisition Proposal" shall be construed to prohibitmean any bona fide proposal, limit whether in writing or restrict the Stockholder or any of its Representatives (A) who is otherwise, made by a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.third party to:

No Solicitation. (a) Stockholder Each Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly, (ia) solicit, initiate, encourageknowingly facilitate or knowingly encourage (including by way of providing information or taking any other action) any inquiries, induce proposals or facilitate offers, or the making, making of any submission or announcement of any Acquisition Proposal inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Company Takeover Proposal, (b) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information or afford access to the business, properties, assets, books or records of the Company to, or take any other action to assist, knowingly facilitate or knowingly encourage any effort by any Person, in each case in connection with or in response to any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to any Company Takeover Proposal (other than, solely in response to an inquiry that did not result from a material breach of this Section 4.6, to refer the inquiring person to the restrictions of this Section 4.6 and of the Merger Agreement and to limit such Stockholder’s communication exclusively to such referral), (c) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Company Takeover Proposal, (d) knowingly encourage or 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 (e) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct and cause its Representatives to, immediately cease and cause to be terminated all solicitations, discussions or negotiations regarding any inquiry, proposal or offer with any Person or groups that may be ongoing with respect to any Company Takeover Proposal or potential Company Takeover Proposal or that could reasonably be expected to lead to an Acquisition a Company Takeover Proposal. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection general partner that is no longer affiliated with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposalsuch Stockholder, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company any employees or other Representatives, in compliance with the covenants each case of clauses (i) to (iii), who do not have actual knowledge of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithTransactions.

No Solicitation. (a) Subject to Section 6 hereof, prior to the Termination Date, the Stockholder shall not, and the Stockholder shall instruct and use its reasonable best efforts to cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly, (i) solicit, initiateinitiate or knowingly encourage or knowingly facilitate any inquiry, encourage, induce proposal or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides foroffer which constitutes, or could reasonably be expected to materially facilitate or is designed to facilitatelead to, an a Parent Acquisition Proposal. , (dii) Notwithstanding anything participate in any discussions or negotiations regarding, or furnish to any Person (other than Merger Sub, the contrary contained in this Agreement: (iCompany, its Affiliates and their respective Representatives) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations any nonpublic information relating to Parent and Merger Sub its Subsidiaries, in respect connection with any Parent Acquisition Proposal, (iii) approve or recommend, or make any public statement approving or recommending, a Parent Acquisition Proposal, (iv) enter into any letter of intent, merger agreement or other similar agreement providing for a Parent Acquisition Proposal, (v) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the solicitation SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of Parent Stock intending to facilitate any Acquisition Proposals under Section 4.3 Proposal or cause any holder of shares of Parent Stock not to vote to adopt the Merger Agreement and approve the Merger or any of the Merger Agreement); other transactions contemplated thereby, (iivi) none become a member of a “group” (as such term is used in Section 13(d) of the provisions Exchange Act) with respect to any voting securities of this Section 2.3 Parent that takes any action in support of a Parent Acquisition Proposal or (vii) otherwise resolve or agree to do any of the foregoing. The Stockholder shall promptly (and in any event within 48 hours) notify the Company after receipt of any Parent Acquisition Proposal, any inquiry or proposal that would reasonably be construed expected to prohibit, limit lead to a Parent Acquisition Proposal or restrict any inquiry or request for nonpublic information relating to Parent and its Subsidiaries by any Person who has made or would reasonably be expected to make a Parent Acquisition Proposal and provide to the Company copies of all material correspondence and written materials sent or provided to the Stockholder or any of its Representatives (A) who is a member Subsidiaries relating to such Parent Acquisition Proposal or such inquiry or proposal. Such notice shall indicate the identity of the Board Person making the proposal or offer, the material terms and conditions of Directors any such proposal or offer and any related financing and, if applicable, the nature of the information requested pursuant to such inquiry or request. Thereafter, the Stockholder shall keep the Company from exercising its fiduciary duties reasonably informed, on a prompt basis (and in any event within 48 hours), regarding any material changes to the status and material terms of any such proposal or offer (including any material amendments thereto or any material change to the scope or material terms or conditions thereof), and provide to the Company by voting copies of all material correspondence and written materials sent or taking provided to the Stockholder or any other action whatsoever in his capacity of its Subsidiaries relating to such proposal or offer. The Stockholder agrees that, as a director or (B) who is an officer or employee of the Company from taking date hereof, it and its Representatives have ceased and caused to be terminated any action whatsoever in such capacity; and (iii) no action taken existing activities, solicitations, discussions or negotiations by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance with any parties conducted heretofore with respect to any Parent Acquisition Proposal. Notwithstanding anything in this Agreement to the Company contrary, (i) the Stockholder shall not be responsible for the actions of Parent or its Board of Directors (or any Committee thereof), any Subsidiary of Parent, or any officers, directors (in connection therewiththeir capacity as such), employees and professional advisors of any of the foregoing (the “Parent Related Parties”), including with respect to any of the matters contemplated by this Section 5(a), (ii) the Stockholder makes no representations or warranties with respect to the actions of any of the Parent Related Parties, and (iii) any breach by Parent of its obligations under Section 7.4 of the Merger Agreement shall not be considered a breach of this Section 5(a) (it being understood for the avoidance of doubt that the Stockholder shall remain responsible for any breach by it or its Representatives (other than any such Representative that is a Parent Related Party) of this Section 5(a)).

No Solicitation. (a) Prior to the termination of this Agreement, each Stockholder shall not, and shall cause its Affiliates officers, employees, legal counsel, financial advisors, agents and other representatives (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Companycollectively, “Representatives”) not to, directly or indirectly (ia) solicit, solicit or initiate, encourageor knowingly encourage or facilitate, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an inquiries regarding the submission of any Acquisition Proposal, (iib) participate in any discussions or negotiations regarding, or furnish any third party any confidential information regarding any of the Acquired Companies Company or its Subsidiaries in response to any Person or in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an any Acquisition Proposal, or (iiic) engage in discussions or negotiations with enter into any Person agreement with respect to any Acquisition Proposal, (iv) approve, endorse Proposal or recommend approve or resolve to approve any Acquisition Proposal or (vProposal; provided, however, notwithstanding anything in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the restrictions set forth in this Section 5.1 shall not apply to the Stockholders and their Representatives, including in their capacity as beneficial owners of the Covered Shares, to the extent that the Company and its Subsidiaries, and its and their Representatives, are permitted by the terms of Section 5.4(a) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating the Merger Agreement to any Acquisition Transaction. (b) take such actions. Each Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any existing (as of third party conducted prior to the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives Agreement with respect to any Acquisition Proposal. (c) Stockholder shall not enter into . Notwithstanding any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything provision in this Agreement to the contrary contained contrary, the Stockholders have entered into this Agreement solely in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its their capacity as the beneficial owners of the Covered Shares, and nothing herein shall limit or effect any actions taken by any Stockholder or Representative of a Stockholder of the Company and not when acting in such Stockholder’s or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his such Representative’s capacity as a director or (B) who is officer of the Company. In addition, for purposes of this Agreement, the Company shall be deemed not to be an officer Affiliate of any of the Stockholders, and any officer, director, employee, agent or employee advisor of the Company from taking any action whatsoever (in such capacity; and (iii) no action taken by the Company each case, in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal their capacities as such), shall serve as the basis be deemed not to be a Representative of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithStockholder.

No Solicitation. (a) Stockholder Subject to Section 5.3(b), the Company shall not and shall ensure that the other Company Entities do not, and shall cause its Affiliates (other than the Company and shall not permit any Person that is a Representative of any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not Entities to, directly or indirectly: (i) solicit, initiate, initiate or knowingly encourage, assist, or induce or facilitate the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any other comparable action that could reasonably be expected to lead to an Acquisition Proposal, Proposal or Acquisition Inquiry; (ii) furnish or otherwise provide access to any information regarding any of the Acquired Companies Company Entities to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, Inquiry; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, Proposal or Acquisition Inquiry; or (iv) approveresolve or publicly propose to take any of the actions referred to in clause (i), endorse or recommend any Acquisition Proposal (ii) or (viii) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactionthis sentence. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in Section 5.3(a), prior to the adoption of this AgreementAgreement by the Requisite Stockholder Approval, the Company may furnish non-public information regarding the Company Entities to, and may enter into discussions or negotiations with, any Person in response to an unsolicited, bona fide, written Acquisition Proposal that is submitted to the Company by such Person (and not withdrawn) if: (i) neither any Company Entity nor any Representative of any Company Entity shall have breached or taken any action inconsistent with any of the provisions set forth in this Section 5.3 or Section 6.2 of this Section 2.3 apply solely to Agreement or in the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Confidentiality Agreement); (ii) none such Acquisition Proposal constitutes a Superior Offer; (iii) the board of directors of the Company determines in good faith, after having consulted with the Company’s outside legal counsel, that the failure to take such action would constitute a breach by the Company’s board of directors of its fiduciary obligations to the Company’s stockholders under applicable Delaware law; (iv) the Company (A) gives Parent as soon as reasonably practicable prior written notice of the identity of such Person and of the Company’s intention to furnish non-public information to, or enter into discussions or negotiations with, such Person, and (B) receives from such Person, and immediately delivers to Parent a copy of, an executed confidentiality agreement (which the Company will be permitted to negotiate with such Person) containing (1) customary limitations on the use and disclosure of all non-public written and oral information furnished to such Person by or on behalf of the Company Entities and (2) other provisions no less favorable to the Company than the provisions of the Confidentiality Agreement as in effect immediately prior to the execution of this Section 2.3 shall be construed Agreement; and (v) the Company furnishes such non-public information to prohibitParent at the same time (to the extent such non-public information has not been previously furnished by the Company to Parent). (c) If the Company, limit or restrict the Stockholder any other Company Entity or any Representative of its Representatives any Company Entity receives an Acquisition Proposal or Acquisition Inquiry, then the Company shall promptly (and in no event later than 24 hours after receipt of such Acquisition Proposal or Acquisition Inquiry) (i) advise Parent in writing of such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the material terms and conditions thereof) and (ii) provide Parent with copies of all documents and written communications (and written summaries of all oral communications) received by any Company Entity or any Representative of any Company Entity from the Person that made or submitted such Acquisition Proposal or Acquisition Inquiry, or any Representative of such Person, setting forth the terms and conditions of, or otherwise relating to, such Acquisition Proposal or Acquisition Inquiry. The Company shall keep Parent reasonably informed with respect to the status of any such Acquisition Proposal or Acquisition Inquiry and any modification or proposed modification thereto, and shall promptly (and in no event later than one business day after transmittal or receipt of any correspondence or communication) provide Parent with a copy of any correspondence or written communication (and a written summary of any oral communication) between (A) who is any Company Entity or any Representative of any Company Entity and (B) the Person that made or submitted such Acquisition Proposal or Acquisition Inquiry, or any Representative of such Person. (d) Promptly after the date of this Agreement, the Company shall request each Person that has executed a member confidentiality or similar agreement in connection with such Person’s consideration of the Board a possible Acquisition Proposal or investment in any Company Entity to return or destroy all confidential information previously furnished to such Person by or on behalf of Directors any of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithEntities.

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it shall not, and shall cause use its reasonable best efforts to ensure that any of its Affiliates (other than the Company and any of the Acquired Companies) and its or Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act do not, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiate, encourage, induce knowingly encourage or facilitate (including by way of furnishing non-public information) the making, submission or announcement of any an Acquisition Proposal or take any action proposal, offer or inquiry that could may reasonably be expected to lead to an Acquisition Proposal, (ii) furnish participate or enter into or engage in negotiations or discussions with, or provide any non-public information regarding or data to, any person (other than Parent or any of the Acquired Companies its affiliates or representatives) relating to any Person in connection with or in response to an Acquisition Proposal or an any proposal, offer or inquiry or indication of interest that could may reasonably be expected to lead to an Acquisition Proposal, (iii) engage make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Company Stock in connection with any vote or other action on any of the Section 3.1(a) Matters, other than to recommend that stockholders of the Company vote in favor of the adoption of the Merger Agreement and as otherwise expressly provided in this Agreement or to otherwise vote or consent with respect to Covered Shares in a manner that would not violate Section 3.1, (iv) vote, approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any letter of intent, memorandum of understanding, agreement, option agreement or other agreement relating to an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, or (v) agree to do any of the foregoing. The Stockholder hereby agrees immediately to cease and cause to be terminated all existing solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent offer, proposal or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person inquiry that provides for, or could may reasonably be expected to materially facilitate or is designed lead to facilitate, an Acquisition Proposal. (d) Notwithstanding anything , and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to the contrary contained in this Agreement: (i) , including this Section 5.4(a). If any of the provisions Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted to take under this Section 5.4, it shall be deemed to be a breach of this Section 2.3 apply solely 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibitcontrary, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the covenants Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a). (b) Notwithstanding anything contained in this Agreement to the contrary, in the event that the Company Board of Directors exercises its rights under Section 6.2 of the Merger Agreement to (i) furnish information concerning, and provide access to, the Company’s business, properties, employees and assets to any Person or Persons (and their Representatives acting in such capacity), and/or (ii) participate, engage or assist in discussions and negotiations with any Person or Persons (and their Representatives acting in such capacity), in each case, in compliance with Section 6.2 of the Merger Agreement, then (x) the Stockholder and its Representatives likewise may furnish any such information to such Person or Persons, provide such Person or Persons with any such access, and/or participate, engage or assist in any such discussions and negotiations with such Person or Persons; provided that any action taken by the Stockholder shall be taken only in coordination with the Company Board of Directors, and (y) in connection with the Company’s termination of the Merger Agreement pursuant to Section 9.1(f) thereof in order to enter into a transaction which is a Superior Proposal, the Stockholder shall be entitled to enter into a voting or other support agreement with the Person making the Superior Proposal, provided that the effectiveness of such agreement shall be conditioned on the termination of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this compliance with Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith6.2(c) thereof.

No Solicitation. (a) From and after the date hereof until the termination of the Merger Agreement, the Stockholder shall will not, and shall cause its Affiliates (other than the Company and will not authorize or permit any of the Acquired Companiesits officers, directors, employees, general partners, agents, affiliates over which it has control or other representatives (collectively, "Stockholder Representatives") and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly, solicit or encourage (iincluding by way of providing information) solicit, initiate, encourage, induce any prospective acquiror or facilitate the making, invitation or submission or announcement of any Acquisition Proposal inquiries, proposals or take offers or any action other efforts or attempts that could constitute, or may reasonably be expected to lead to to, an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) The Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by the Stockholder or any of its Stockholder Representatives with respect to any Acquisition ProposalProposal existing on the date hereof. (c) Prior to the termination of the Merger Agreement, the Stockholder will promptly notify Pogo of any requests for information made to the Stockholder or any Stockholder Representative or the receipt of any Acquisition Proposal made to the Stockholder or any Stockholder Representative, including the identity of the person or group engaging in such discussions or negotiations, requesting such information or making such Acquisition Proposal, and the material terms and conditions of any Acquisition Proposal. (d) Prior to the termination of the Merger Agreement, the Stockholder shall not enter into any Contract agreement with any Person person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitatein any way facilitates, an Acquisition Proposal. (de) Notwithstanding anything contained herein to the contrary contained in this Agreement: (i) contrary, the provisions of this Section 2.3 apply solely to the 1.03 do not prohibit any Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under who is also an Arch Representative from taking actions permitted by Section 4.3 4.2 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. Stockholder agrees that: (a) Stockholder shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its and their Representatives (other than Representatives of Stockholder who are are also Representatives of as defined in the Company and who act or purport to act on behalf of the CompanyMerger Agreement) not to, directly or indirectly, (i) solicit, initiate, encourage, induce encourage or take any other action to facilitate the making, submission or announcement of any Acquisition Proposal or other proposal related to an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to the Company or its Subsidiaries to, any Person with respect to, or take any other action knowingly to facilitate, any inquiries or the making of any proposal that could constitutes, that would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposalany Alternative Transaction, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or Alternative Transaction or (viv) enter into any agreement or agreement in principle, letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal or Alternative Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract agreement with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (dc) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 Agreement apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative representative or an officer or director of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 6.2 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 Agreement shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives representatives (A) who is a member of the Board of Directors of the Company from exercising its his fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 hereunder notwithstanding the fact that the Stockholder or its Representatives representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder Subject to Section 6, each Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall cause its Affiliates (other than the Company and not instruct, authorize or knowingly permit any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act acting on its behalf to, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiate, encourage, propose or knowingly induce or facilitate the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or take any action inquiries or the making of any proposal that could would reasonably be expected to lead to an Acquisition Proposal, ; (iiiii) furnish any information regarding any of the Acquired Companies to participate or engage in discussions or negotiations with any Person in connection (other than its Representatives or Parent, Merger Sub or any designees of Parent or Merger Sub) with or in response respect to an Acquisition Proposal (other than informing such Persons of the provisions contained in Section 5.3 of the Merger Agreement and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal); (iv) approve, endorse or recommend an inquiry Acquisition Proposal or indication of interest any other proposals that could would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal ; or (v) enter into any letter Alternative Acquisition Agreement. For clarity, if such Stockholder is a venture capital, investment fund or private equity investor, the term “Representative” (a) shall include any general partner of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. such Stockholder that is still affiliated with such Stockholder, but (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: exclude (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); any limited partner, (ii) none of the provisions of this Section 2.3 shall be construed to prohibitany general partner that is no longer affiliated with such Stockholder, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the transactions contemplated by the Company Merger Agreement. Notwithstanding the foregoing, nothing in compliance with the covenants this Section 12 shall restrict (or require Stockholder to attempt to restrict) any actions or omissions of any director or officer of the Merger Agreement Company acting in respect their capacity as such, provided, that this sentence shall not affect or otherwise diminish the obligations of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithunder the Merger Agreement, including Section 5.3 therein.

No Solicitation. (a) Stockholder The Company and its Subsidiaries shall immediately cease any and all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. (b) Subject to Section 6.2(c), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, the Company and its Subsidiaries shall not, and nor shall cause its Affiliates (other than the Company and they authorize or knowingly permit any of the Acquired Companiestheir respective directors, officers or other employees, controlled affiliates, or any investment banker, attorney or other agent or representative (collectively, “Representatives”) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act to, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiate, encourage, initiate or induce or facilitate the making, submission or announcement of any Acquisition Proposal of, or take any action that could reasonably be expected to lead to knowingly encourage, facilitate or assist, an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other information, or to any personnel, of the Company or any of its Subsidiaries, in connection with any such case that would reasonably be expected to induce the making, submission or in response to announcement of, or encourage, facilitate or assist, an Acquisition Proposal or an inquiry any inquiries or indication the making of interest any proposal that could would reasonably be expected to lead to an Acquisition Proposal, (iii) participate or engage in discussions or negotiations with any Person with respect to any an Acquisition Proposal, (iv) approve, endorse or recommend any an Acquisition Proposal or Proposal, (v) enter into any letter of intent intent, memorandum of understanding or similar document or any other Contract contemplating or otherwise relating to any an Acquisition Transaction, or (vi) resolve or agree to do any of the foregoing. (bc) Stockholder shall immediately cease Notwithstanding anything to the contrary set forth in this Section 6.2 or elsewhere in this Agreement, prior to the Appointment Time, the Company Board may, directly or indirectly through the Company’s Representatives, (i) participate or engage in discussions or negotiations with any Person that has made a bona fide, written and cause unsolicited Acquisition Proposal that the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) either constitutes or is reasonably likely to be terminated lead to a Superior Proposal, and/or (ii) furnish to any existing Person that has made a bona fide, written and unsolicited Acquisition Proposal that the Company Board determines in good faith (as after consultation with its financial advisor and outside legal counsel) either constitutes or is reasonably likely to lead to a Superior Proposal any non-public information relating to the Company and access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder Company or any of its Representatives Subsidiaries, in each case under this clause (ii) pursuant to a confidentiality agreement, the terms of which are no less favorable to the Company than those contained in the Confidentiality Agreement (it being understood and agreed that such confidentiality agreement need not contain a “standstill” or other similar provision that prohibits such third party from making any proposal to acquire the Company, acquire securities of the Company, nominate for election members of the Company Board or take any other action); provided however, that in the case of any action taken pursuant to the preceding clauses (i) or (ii), (A) the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to take such action would reasonably be expected to be a breach of its fiduciary duties to the Company Stockholders under applicable Delaware Law, (B) the Company gives Parent not less than 24 hours prior written notice of the identity of such Person and the material terms of such Acquisition Proposal (unless such Acquisition Proposal is in written form, in which case the Company shall give Parent a copy thereof) and of the Company’s intention to participate or engage in discussions or negotiations with, or furnish non-public information to, such Person, and (C) contemporaneously with furnishing any non-public information to 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. The Company shall provide Parent with a correct and complete copy of any confidentiality agreement entered into pursuant to this paragraph within 24 hours of the execution thereof. The Company shall not terminate, waive, amend, release or modify any material provision of any confidentiality agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. (c) Stockholder , and shall not enter into enforce the material provisions of any Contract such agreement and shall provide Parent with copies of any Person that provides for, additional written documentation delivered to the Company or could reasonably be expected to materially facilitate any of its Subsidiaries or is designed to facilitate, an Acquisition Proposalits or its Subsidiaries’ Representatives in connection therewith. (d) Notwithstanding anything to Without limiting the contrary contained generality of the foregoing, Parent, Acquisition Sub and the Company acknowledge and hereby agree that any violation of the restrictions set forth in this Agreement: (i) Section 6.2 by any directors or officers of the provisions Company shall be deemed to be a breach of this Section 2.3 apply solely 6.2 by the Company. (e) In addition to the Stockholder when acting in his or its capacity as a Stockholder obligations of the Company and not when acting or purporting to act as a Representative of set forth in Section 6.2(b), the Company shall promptly (it being understood that and in any event within 24 hours following receipt) notify Parent orally and in writing if the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Subsidiaries or any of its or its Subsidiaries’ Representatives receives (Ai) who is a member of the Board of Directors of the Company from exercising its fiduciary duties any Acquisition Proposal, (ii) any request for information that would reasonably be expected to the Company by voting lead to an Acquisition Proposal, or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by any inquiry with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal, such notice to include the Company terms and conditions of such Acquisition Proposal, request or inquiry (including a copy, if made in compliance with writing, or a written summary, if made orally), and the covenants identity of the Merger Agreement in respect Person or group making any such Acquisition Proposal, request or inquiry. The Company shall keep Parent informed on a current basis of the status and terms of any such Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder Proposal, request or its Representatives have provided advice or assistance to the Company in connection therewithinquiry, and any material developments related thereto.

No Solicitation. (a) Stockholder The Company shall not, and shall cause each of its Affiliates (other than Subsidiaries, and the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives as hereinafter defined) of the Company and who act or purport to act on behalf of the Company) its Subsidiaries, not to, directly or indirectly: (i) initiate, solicit, initiate, encourage, induce encourage or knowingly facilitate (including by way of furnishing information or assistance) any inquiries or expressions of interest or the making, submission or announcement making of any Acquisition Proposal proposal or take any action offer that constitutes, or could reasonably be expected to lead to an Acquisition Proposal, ; (ii) furnish have any discussions with or provide any nonpublic information regarding or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement; or (v) agree to do any of the Acquired Companies foregoing related to any Person in connection with Acquisition Proposal. (b) The Purchaser shall not, and shall cause each of its Subsidiaries, and the Representatives (as hereinafter defined) of the Purchaser and its Subsidiaries, not to, directly or in response to an Acquisition Proposal indirectly: (i) initiate, solicit, encourage or an inquiry knowingly facilitate (including by way of furnishing information or indication assistance) any inquiries or expressions of interest or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to an Acquisition Proposal; (ii) have any discussions with or provide any nonpublic information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; (iii) engage in discussions approve or negotiations with any Person with respect recommend, or propose publicly to approve or recommend, any Acquisition Proposal, ; or (iv) approveapprove or recommend, endorse or recommend propose to approve or recommend, or execute or enter into, any Acquisition Proposal letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement; or (v) enter into agree to do any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect foregoing related to any Acquisition Proposal. (c) Stockholder shall not enter into Each party agrees that it will immediately cease and cause its respective Subsidiaries, and its and their respective Representatives, to cease any Contract and all existing activities, discussions or negotiations with any Person third parties conducted heretofore with respect to any Acquisition Proposal, and shall use its reasonable best efforts to cause any such third parties in possession of nonpublic information about it or any of its Subsidiaries that provides forwas furnished by or on its behalf in connection with any of the foregoing to return or destroy all such information in the possession of any such third party or in the possession of any Representative of any such third party, and it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. As used herein “Acquisition Proposal” shall mean any proposal or offer that constitutes, or could reasonably be expected to materially facilitate lead to (x) a proposal or is designed offer with respect to facilitatea merger, an Acquisition Proposal. reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase directly or indirectly (dincluding by way of lease, exchange, sale, mortgage, pledge, tender offer, exchange offer or otherwise, as may be applicable) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his 10% or its capacity as a Stockholder more of the Company and not when acting assets of or purporting to act as equity interests (in economic or voting power) in a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder party or any of its Representatives (A) who is a member Subsidiaries, excluding, in the case of the Board Company, a proposal or offer made by Purchaser or an affiliate thereof, (y) a breach of Directors this Agreement or any interference with the completion of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director Offer, or (Bz) who is an officer any public announcement of a proposal, plan or employee intention to do any of the Company from taking foregoing or any action whatsoever agreement to engage in such capacity; and (iii) no action taken by the Company in compliance with the covenants any of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithforegoing.

No Solicitation. (a) Stockholder agrees that, during the period from the date of this Voting Agreement through the Expiration Date, Stockholder shall not, directly or indirectly, and Stockholder shall cause its Affiliates ensure that his representatives (other than as defined in the Company and any of the Acquired CompaniesAcquisition Agreement) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act do not, directly or purport to act on behalf of the Company) not to, indirectly: (i) solicit, initiate, encourage, encourage or induce or facilitate the making, submission or announcement of any Acquisition Proposal (as defined in the Acquisition Agreement) or take any action that could reasonably be expected to lead to an Acquisition Proposal, ; (ii) furnish any information regarding the Company or any direct or indirect subsidiary of the Acquired Companies Company to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an potential Acquisition Proposal, ; or (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) . Stockholder shall immediately cease and cause to be terminated discontinue, and Stockholder shall ensure that his representatives immediately cease and discontinue, any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation discussions with any parties conducted heretofore by Stockholder or any of its Representatives with respect Person that relate to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate. For purposes of this Agreement, an Acquisition Proposal. Proposal shall mean any transaction or series of transactions involving: (da) Notwithstanding anything to the contrary contained in this Agreement: any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of which the Company and not when acting or purporting to act as is a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); constituent company, (ii) none in which a Person or "group" (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires the Company or more than 20% of the provisions Company's business or directly or indirectly acquires beneficial or record ownership of this Section 2.3 shall be construed to prohibitsecurities representing, limit or restrict the Stockholder exchangeable for or any of its Representatives (A) who is a member convertible into, more than 20% of the Board outstanding securities of Directors any class of voting securities of the Company from exercising its fiduciary duties to the Company by voting Company, or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by in which the Company in compliance with the covenants issues securities representing more than 20% of the Merger Agreement in respect outstanding securities of any Acquisition Proposal shall serve as class of voting securities of the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.Company; (b) any sale, lease, exchange, transfer, license, acquisition

No Solicitation. (a) Stockholder From the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not, and directly or indirectly, shall cause its Affiliates (other than Subsidiaries and the respective officers, employees directors and financial advisers of the Company Entities to not, directly or indirectly, and any of shall use its reasonable best efforts to ensure that the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act Entities do not, directly or purport to act on behalf of the Company) not to, indirectly: (i) solicit, initiate, encourage, induce knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal with respect to a Company Entity or take any action that could reasonably be expected Acquisition Inquiry with respect to lead to an Acquisition Proposal, a Company Entity; (ii) furnish any information regarding any of the Acquired Companies Company Entities to any Person in connection with or in response to an Acquisition Proposal with respect to a Company Entity or an inquiry or indication of interest that could reasonably be expected Acquisition Inquiry with respect to lead to an Acquisition Proposal, a Company Entity; (iii) engage in discussions or negotiations with any Person relating to any Acquisition Proposal with respect to any a Company Entity or Acquisition Proposal, Inquiry with respect to a Company Entity; (iv) approve, endorse or recommend any Acquisition Proposal with respect to a Company Entity or Acquisition Inquiry with respect to a Company Entity or any Person or group becoming the beneficial owner of more than 5% of the equity securities of a Company Entity; or (v) enter into any letter of intent or similar document or any Contract (other than a confidentiality agreement on the terms described below) contemplating or otherwise relating to any Acquisition TransactionTransaction with respect to a Company Entity. (b) Stockholder The Company shall promptly (and in no event later than 24 hours after receipt of any Acquisition Proposal or Acquisition Inquiry with respect to a Company Entity advise the Parent orally and in writing of any such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the terms thereof and copies of all correspondence and other written material sent or provided to such party in connection therewith) that is made or submitted by any Person during the Pre-Closing Period. The Company shall keep the Parent reasonably informed with respect to: (i) the status of any such Acquisition Proposal or Acquisition Inquiry; and (ii) the status and terms of any material modification or proposed material modification thereto. (c) The Company shall immediately cease and cause to be terminated any discussions existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract Agreement with any Person that provides for, relate to any Acquisition Proposal or could reasonably be expected Acquisition Inquiry and shall cause any such Person to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties promptly return to the Company by voting any confidential information provided to such party (or taking any other action whatsoever certify in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance writing to the Company in connection therewithdestruction of such information).

No Solicitation. (a) Stockholder shall Home agrees that, except as expressly permitted by Section 6.8(b), from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 8.1, it will not, and shall will cause its Affiliates (other than the Company and any of the Acquired Companies) Subsidiaries and its Representatives and its Subsidiaries’ officers, directors, and employees (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company“Home Individuals”) not to, and will use its commercially reasonable best efforts to cause Home’s and its Subsidiaries’ agents, advisors and controlled affiliates, accountants, legal counsel and financial advisors (ithe “Home Representatives”) solicitnot to, initiate, encouragesolicit, induce encourage or knowingly facilitate the makinginquiries or proposals with respect to, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in any discussions or negotiations with concerning, or provide any Person with respect to confidential or nonpublic information or data concerning its and/or its Subsidiaries business, properties or assets (“Home Confidential Information”) to, or have any Acquisition Proposaldiscussions with, (iv) approveany person relating to, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (db) Notwithstanding anything to the contrary contained in this Agreement: (i) Section 6.8(a), at any time from the provisions date of this Agreement and prior to obtaining the Requisite Home Vote, in the event Home receives a written, unsolicited Acquisition Proposal (as defined in Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company 6.8(e)) and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of Home determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, Home may, and may permit its Subsidiaries and the Company from exercising its fiduciary duties Home Individuals and the Home Representatives to, (i) negotiate the terms of, and enter into, a confidentiality agreement with terms and conditions no less favorable to Home than the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”), (ii) furnish or cause to be furnished Home Confidential Information to the Company by voting person or taking any other action whatsoever in his capacity as a director or (B) who is persons making such Acquisition Proposal pursuant to an officer or employee of the Company from taking any action whatsoever in such capacity; Acceptable Confidentiality Agreement, and (iii) no action taken by the Company negotiate and participate in compliance such negotiations or discussions with the covenants person or persons making such Acquisition Proposal concerning such Acquisition Proposal, if the Board of Directors of Home determines in good faith (following consultation with counsel) that failure to take such actions would result in a violation of its fiduciary duties under applicable law. (c) The Board of Directors of Home shall not (nor shall any committee thereof) withdraw or modify, in a manner adverse to Cascade, the Merger Home Board Recommendation or make or cause to be made any third party or public communication proposing or announcing an intention to withdraw or modify in any manner adverse to Cascade the Home Board Recommendation (any such action, a “Change in Recommendation”). Notwithstanding the foregoing, the Board of Directors of Home (including any committee thereof) may, at any time prior to obtaining the Requisite Home Vote, effect a Change in Recommendation in response to a bona fide written unsolicited Acquisition Proposal made after the date of this Agreement that the Board of Directors of Home determines in good faith (after consultation with counsel) constitutes a Superior Proposal; provided, however, that the Board of Directors of Home may not make a Change in Recommendation, or terminate this Agreement pursuant to Section 8.1(f), with respect to an Acquisition Proposal until it has given Cascade at least four (4) business days, following Cascade’s initial receipt of written notice that the Board of Directors of Home (or applicable committee thereof) has determined that such Acquisition Proposal is a Superior Proposal and the reasons therefor, to respond to any such Acquisition Proposal and, taking into account any amendment or modification to this Agreement proposed by Cascade, the Board of Directors of Home (or applicable committee thereof) determines in good faith (after consultation with counsel) that such Acquisition Proposal continues to constitute a Superior Proposal. In the event any such Acquisition Proposal ceases to constitute a Superior Proposal and is thereafter amended or modified, such amended or modified Acquisition Proposal shall require Home to give a new notice to Cascade in accordance with this Section 6.8(d) (except that the notice period shall be three (3) business days instead of four (4) business days) before the Board of Directors of Home (or applicable committee thereof) can make a Change in Recommendation or terminate this Agreement pursuant to Section 8.1(f). (d) Home will promptly (and in any event within two (2) business days) advise Cascade in writing following receipt of any Acquisition Proposal shall serve as and the basis substance thereof (including the identity of the person making such Acquisition Proposal), and will keep Cascade apprised of any related developments, discussions and negotiations (including the terms and conditions, whether written or oral, of the Acquisition Proposal) on a claim that current basis. (e) As used in this Agreement, the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding following terms have the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.meanings set forth below:

No Solicitation. (a) Stockholder From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to and in accordance with Article VIII, except as otherwise set forth in this Section 5.5, the Company shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) Subsidiaries and its Representatives and their respective directors and officers not to and shall use its reasonable best efforts to cause its and its Subsidiaries’ respective non-officer employees, investment bankers, attorneys, consultants, accountants and other advisors or representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Companycollectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, encourage, initiate or take any action to knowingly facilitate or knowingly encourage or knowingly induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action proposal or inquiry that could would reasonably be expected to lead to an Acquisition Proposal, ; (ii) enter into or participate in any discussions or negotiations with, furnish any non-public information regarding relating to the Company or any of its Subsidiaries to, provide or afford access to the Acquired Companies business, properties, assets, books or records of the Company or any of its Subsidiaries to, any third party that the Company knows or should reasonably be expected to any Person in connection with know is seeking to make, or in response to has made, an Acquisition Proposal or an any inquiry or indication of interest proposal that could would reasonably be expected to lead to an Acquisition Proposal, Proposal (iii) engage in discussions or negotiations with any except to notify such Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none existence of the provisions of this Section 2.3 shall be construed 5.5); (iii) (A) withdraw or qualify, amend or modify in any manner adverse to prohibitParent, limit the Company Board Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement/Prospectus, (C) recommend, adopt or restrict approve or publicly propose to recommend, adopt or approve any Acquisition Proposal or enter into or approve, recommend or declare advisable for the Stockholder Company or any of its Representatives Subsidiaries to execute or enter into, any agreement, letter of intent, understanding, agreement in principle or other similar arrangement (Aother than an Acceptable Confidentiality Agreement) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance connection with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice (D) fail to recommend against any Acquisition Proposal or assistance to reaffirm without qualification the Company Board Recommendation in connection therewitha statement complying with Rule 14e-2(a) under the Exchange Act, in each case with regard to an Acquisition Proposal that is a tender or exchange offer, by the close of business on the 10th Business Day after the commencement of such Acquisition Proposal under Rule 14d-2 (any of the foregoing in this clause (iii), a “Company Board Recommendation Change”); or (iv) take any action to make any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover laws and regulations under applicable Law inapplicable to any third party or any Acquisition Proposal; or (v) resolve, authorize, legally commit or publicly propose to do any of the foregoing.

No Solicitation. (a) Stockholder shall notFrom the date of this Agreement and prior to the earlier of the Effective Time or the Termination Date, Hanover agrees that neither it nor any Hanover Subsidiary shall, and Hanover shall cause its Affiliates directors, officers, partners, employees, advisors, controlled Affiliates, representatives, agents and other intermediaries (including any investment banker, accountant, legal advisor or other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Companyconsultant) not to, directly or indirectly, (i) solicit, initiate, encourage, induce initiate or facilitate the making, submission encourage any inquiry or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an proposal regarding a Hanover Acquisition Proposal, (ii) furnish provide any non-public information regarding any of the Acquired Companies or data to any Person in connection with or in response relating to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an a Hanover Acquisition Proposal, (iii) engage in discussions waive, amend or negotiations with modify any Person with respect standstill or confidentiality agreement (other than the Confidentiality Agreement) to which it or any Acquisition Proposalof its Subsidiaries is a party, (iv) approve, endorse engage in any discussions or recommend any negotiations concerning a Hanover Acquisition Proposal or (v) enter into otherwise facilitate any letter effort or attempt to make or implement a Hanover Acquisition Proposal or agree to, recommend or accept an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Hanover from, prior to obtaining the Requisite Merger Approval, engaging in any discussions or negotiations with, or providing any non-public information to, or otherwise facilitating any effort or attempt to implement a Hanover Acquisition Proposal by, any Person in response to an unsolicited written bona fide Hanover Acquisition Proposal by any such Person, provided that such third party has executed an agreement with confidentiality provisions at least as favorable to Hanover as those contained in the Confidentiality Agreement, if and only to the extent that (i) prior to furnishing information to, or requesting information from, or otherwise facilitating any effort or attempt to implement a Hanover Acquisition Proposal by, a third party which has made a written bona fide Hanover Acquisition Proposal, the Board of intent Directors of Hanover concludes that such Hanover Acquisition Proposal would reasonably be expected to constitute a Superior Proposal, (ii) Hanover’s Board of Directors, after consultation with independent counsel, determines in good faith that furnishing such information, or similar document engaging in such discussions or negotiations, or otherwise facilitating any effort or attempt to implement a Hanover Acquisition Proposal, is necessary for Hanover’s Board of Directors to comply with its duties to Hanover under applicable law and (iii) Hanover has complied with its obligations in this Section 6.4(a), including those set forth in the next two sentences. Hanover shall notify in writing ▇▇▇▇▇▇ and Spinco promptly (and in any event within 24 hours) after receipt of any such inquiries, proposals or offers received by, any such information requested from, or any Contract contemplating such discussions or otherwise relating negotiations sought to be initiated or continued with, Hanover, any Subsidiary of Hanover or any of their officers, directors, employees, advisors or agents, and such notice shall include the name of such Person, the material terms and conditions of any proposals or offers and whether Hanover is providing or intends to provide the Person making the Hanover Acquisition Proposal with access to information concerning Hanover. Hanover thereafter shall keep ▇▇▇▇▇▇ fully informed promptly (and in any event within 24 hours) of the status and terms of such discussions or negotiations and of any modifications to such inquiries, proposals or offers and of any other developments and shall promptly provide to ▇▇▇▇▇▇ a copy of all materials provided to any Acquisition Transactionsuch Person. (b) Stockholder shall immediately cease and cause Prior to be terminated any existing (as receipt of the date Requisite Merger Approval, if (i) Hanover has complied with Section 6.4(a) and (ii) the Board of Directors of Hanover (A) reasonably determines in good faith that a Hanover Acquisition Proposal constitutes a Superior Proposal (and continues to constitute a Superior Proposal after taking into account any modifications proposed by ▇▇▇▇▇▇ and Spinco during any five business day period referred to below) and (B), after consultation with independent counsel, has concluded, in good faith, that it is required to do so in order to comply with its duties to Hanover under applicable law, then, on the fifth business day following Walter’s and Spinco’s receipt of written notice from Hanover or Hanover’s Board of Directors of their intention to do so, the Board of Directors of Hanover may withdraw or modify, or propose to withdraw or modify, in a manner adverse to ▇▇▇▇▇▇ or Spinco, the Hanover Board Recommendation (a “Change in the Hanover Board Recommendation”); provided, that, during such five business day period, Hanover shall be obligated to negotiate in good faith with ▇▇▇▇▇▇ and Spinco any modifications to this Agreement proposed by ▇▇▇▇▇▇ and Spinco; provided, further that any modifications to a Hanover Acquisition Proposal shall be considered the receipt of a new Hanover Acquisition Proposal for purposes of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition ProposalSection 6.4. (c) Stockholder Notwithstanding anything in this Agreement to the contrary, Hanover or its Board of Directors shall not enter into any Contract be permitted, to the extent applicable, to comply with any Person that provides for, or could reasonably be expected Rule 14d-9 and 14e-2 promulgated under the Exchange Act with regard to materially facilitate or is designed to facilitate, an a Hanover Acquisition Proposal. (d) Notwithstanding anything ; provided, however, that any such disclosure made pursuant to the contrary contained in this Agreement: preceding clause (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his other than a “stop, look and listen” letter or its capacity as a Stockholder similar communication of the Company and not when acting or purporting to act as a Representative of type contemplated by Rule 14d-9(f) under the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (iiExchange Act) none of the provisions of this Section 2.3 shall be construed deemed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is be a member of Change in Hanover Board Recommendation unless the Board of Directors of the Company from exercising Hanover expressly reaffirms in such disclosure its fiduciary duties to the Company by voting or taking any other action whatsoever recommendation in his capacity as a director or (B) who is an officer or employee favor of the Company approval of this Agreement and the Merger (d) Without the prior written consent of ▇▇▇▇▇▇ and Spinco, neither Hanover nor Hanover’s Board of Directors shall, and Hanover shall cause the Hanover Subsidiaries and its and their directors, officers, partners, employees, advisors, controlled Affiliates, representatives, agents and other intermediaries (including any investment banker, accountant, legal advisor or other consultant) not to, directly or indirectly, invite Taberna Preferred Funding I, Ltd. to take any of the actions which it is prohibited from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants pursuant to Section 5.4 of the Merger Exchange Agreement in respect of any Acquisition Proposal shall serve as the basis of to which it is a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithparty.

No Solicitation. (a) Subject to Section 8.15, Stockholder agrees that, during the Restricted Period, Stockholder shall not, and nor shall cause its Affiliates (other than the Company and it authorize or permit any of its general partners and managing members, and their respective officers, employees and representatives (the Acquired Companies“Stockholder Representatives”) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly: (ia) solicit, initiate, encourage, induce knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal with respect to a ▇▇▇▇ Corporation or take any action that could reasonably be expected Acquisition Inquiry with respect to lead to an Acquisition Proposal, a ▇▇▇▇ Corporation; (iib) knowingly furnish any information regarding any of the Acquired Companies ▇▇▇▇ Corporations to any Person in connection with or in response to an Acquisition Proposal with respect to a ▇▇▇▇ Corporation or an inquiry or indication of interest that could reasonably be expected Acquisition Inquiry with respect to lead to an Acquisition Proposal, a ▇▇▇▇ Corporation; (iiic) engage in discussions or negotiations with any Person relating to any Acquisition Proposal with respect to any a ▇▇▇▇ Corporation by such Person or Acquisition Proposal, Inquiry with respect to a ▇▇▇▇ Corporation by such Person; (ivd) approve, endorse or recommend any Acquisition Proposal with respect to a ▇▇▇▇ Corporation or Acquisition Inquiry with respect to an ▇▇▇▇ Corporation; (ve) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. Transaction or Acquisition Inquiry with respect to an ▇▇▇▇ Corporation; (bf) make any disclosure or communication to any Person (other than to any Stockholder Representative) (i) of or with respect to any non-public information relating to the Merger, any of the transactions contemplated by the Merger Agreement, this Agreement, the Merger Agreement or any Acquisition Proposal in furtherance of or in connection with an Acquisition Inquiry or Acquisition Proposal (without the Company’s prior written approval) or (ii) indicating that Stockholder is against the Merger or any of the transactions contemplated by the Merger Agreement, unless: (A) Stockholder shall have been advised by Stockholder’s outside legal counsel that such disclosure or communication is required by applicable law; and (B) to the extent reasonably practicable, prior to making such disclosure or communication, Stockholder shall have provided the Company with reasonable (and in no event less than 48 hours’) advance written notice of Stockholder’s intent to make such disclosure or communication, the content of such disclosure or communication and the identities of the Persons to which such disclosure or communication is intended to be made; (g) take any action that could result in the revocation or invalidation of the Proxy; or (h) agree or publicly propose to take any of the actions referred to in this Section 4 or otherwise prohibited by this Agreement. Stockholder shall immediately cease and cause discontinue, and Stockholder shall direct the Stockholder Representatives, if any, immediately to be terminated cease and discontinue, any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation discussions with any parties conducted heretofore by Stockholder or any of its Representatives with respect Person that relate to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) The Stockholder shall will not, directly or --------------- indirectly, and shall cause its Affiliates will instruct the Stockholder's agents, representatives, affiliates, employees, officers and directors not to, directly or indirectly, solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action knowingly to facilitate, any iPrint Transaction Proposal, or enter into or maintain or continue discussion or negotiate with any person or entity in furtherance of any iPrint Transaction Proposal or to obtain a iPrint Acquisition Transaction or agree to or endorse any iPrint Acquisition Transaction , or authorize or permit any of the agents, representatives, affiliates (other than in the Company case of a limited partnership, the limited partners thereof), employees, officers and directors of the Stockholder to take any such action. The Stockholder shall notify Wood immediately after receipt by the Stockholder or any of the Acquired Companies) Stockholder's agents, representatives, affiliates, employees, officers and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement directors of any proposal for, or inquiry respecting, any iPrint Acquisition Proposal Transaction or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any request for nonpublic information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition any iPrint Transaction Proposal, (iii) engage or for access to the properties, books or records of iPrint by any person or entity that informs or has informed iPrint or the Stockholder that it is considering making or has made a iPrint Transaction Proposal. Such notice to Wood shall indicate in discussions or negotiations with any Person with respect to any Acquisition reasonable detail the identity of the person making the iPrint Transaction Proposal and the terms and conditions of such iPrint Transaction Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) . The Stockholder immediately shall immediately cease and cause to be terminated any all existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any an iPrint Acquisition ProposalTransaction . (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder shall not, and shall cause The Company agrees that neither it nor any of its Affiliates (other than the Company and Subsidiaries nor any of the Acquired Companies) officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Representatives Subsidiaries’ Employees, agents and representatives (other than Representatives including any investment banker, attorney or accountant retained by it or any of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Companyits Subsidiaries) not to (and shall not authorize any of them to, ) directly or indirectly: (i) solicit, solicit or initiate, encourageor knowingly facilitate, induce encourage or facilitate induce, any inquiry with respect to, or the making, submission or announcement of of, any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information regarding any of the Acquired Companies (x) to any Person in connection with or in response to that has made an Acquisition Proposal or an inquiry (y) to any Person that has informed the Company (either directly or indication of interest indirectly) that could reasonably be expected to lead to it is considering an Acquisition ProposalProposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any Contract contract agreement or commitment contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and cause to be terminated any all existing (as of the date of this Agreement) solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any third parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any . The Company agrees that it will promptly request each Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal. (d) Notwithstanding anything Proposal to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely return or destroy all confidential information heretofore furnished to the Stockholder when acting in his such Person by or its capacity as a Stockholder on behalf of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve Subsidiaries, as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithcase may be.

No Solicitation. (a) Stockholder covenants and agrees that, prior to the Expiration Date, Stockholder shall not, and nor shall cause its Affiliates (other than the Company and it authorize or permit, as applicable, any of the Acquired Companiesits subsidiaries or its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act to directly or purport to act on behalf of the Company) not to, indirectly: (i) solicit, initiate, encourage, induce encourage or facilitate any inquiries or the making, submission or announcement making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Company Acquisition Proposal or take Parent Acquisition Proposal (each as defined below), including without limitation amending or granting any action waiver or release under any standstill or similar agreement with respect to any Parent Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Company Acquisition Proposal or Parent Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an any Company Acquisition Proposal or Parent Acquisition Proposal. Notwithstanding the foregoing and subsection (c) below, to the extent Stockholder or any Representative of Stockholder is a director of Parent, Stockholder may take, and Stockholder may permit such Representative to take, such actions in his or her capacity as director of Parent as are expressly permitted to be taken by the Board of Directors of Parent with respect to a Parent Acquisition Proposal pursuant to (iiA) furnish any information regarding any Section 7(a) of the Acquired Companies to any Person Majority Stockholder Voting Agreement in connection with or in response to an a bona fide, unsolicited Parent Acquisition Proposal made or an inquiry or indication received after the date of interest that could reasonably be expected to lead to an Acquisition Proposalthis Agreement, (iiiB) engage Section 7(b) of the Majority Stockholder Voting Agreement and (C) Section 7(d) of the Majority Stockholder Voting Agreement, in discussions each case subject to the conditions and limitations set forth in the Majority Stockholder Voting Agreement and in the case of (A) and (B), as long as such actions do not follow a breach by Stockholder or negotiations with any Person with respect to any Acquisition Proposal, (ivsuch Representative of this Section 7 or a breach by Parent of Section 7(a) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactionthe Majority Stockholder Voting Agreement. (b) Stockholder shall immediately cease notify the Buyer orally, with written confirmation to follow promptly (and cause in any event within 48 hours), of any Company Acquisition Proposal or Parent Acquisition Proposal or any request for nonpublic information in connection with, or that would reasonably be expected to be terminated lead to, any existing (as Company Acquisition Proposal or Parent Acquisition Proposal and of any material modifications to any Company Acquisition Proposal or Parent Acquisition Proposal, received by Stockholder, such notice to include all written materials delivered to Stockholder by the person making such inquiry, Company Acquisition Proposal or Parent Acquisition Proposal and in any case the identity of such person and a description of the date terms of this Agreement) solicitation, initiation, encouragement, activity, discussion such Company Acquisition Proposal or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Parent Acquisition Proposal. (c) Stockholder shall, and shall not enter into cause its Representatives to, cease immediately all discussions and negotiations regarding any Contract with any Person proposal that provides forconstitutes, or could reasonably be expected to materially facilitate lead to, a Company Acquisition Proposal or is designed to facilitate, an Parent Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Each Stockholder represents and warrants to, and covenants and agrees with, Parent and the Purchaser that such Stockholder does not have any agreement, arrangement or understanding with any potential acquiror of the Company that, directly or indirectly, would be violated, or require any payments, by reason of the execution, delivery and/or consummation of this Agreement. 4 (b) Each Stockholder shall, and shall cause its agents and representatives to, immediately cease any existing discussions or negotiations with any Third Party (as defined in the Merger Agreement) heretofore conducted with respect to any Acquisition Transaction (as defined in the Merger Agreement). Until the Termination Date, each Stockholder shall not, and shall cause its Affiliates (other than the Company agents and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) representatives not to, directly or indirectly, (ix) solicit, initiate, encouragecontinue, induce facilitate or facilitate the makingencourage (including by way of furnishing or disclosing non-public information) any inquiries, submission proposals or announcement of offers from any Acquisition Proposal Third Party with respect to, or take any action that could reasonably be expected to lead to an to, any Acquisition ProposalTransaction or (y) negotiate, (ii) furnish explore or otherwise communicate in any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations way with any Person Third Party with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of . If the Board of Directors of the Company from exercising its fiduciary duties determines that a Third Party proposal for an Acquisition Transaction constitutes a Superior Proposal (as defined in the Merger Agreement) in accordance with the provisions of Section 6.06 of the Merger Agreement, then, notwithstanding the provisions of this Section 6(b), the Stockholders shall be permitted to negotiate, discuss or otherwise communicate with such Third Party with respect to a tender and voting agreement with terms no less favorable in the aggregate to each Stockholder than those contained in this Agreement; provided that no Stockholder shall enter into any such tender and voting agreement (i) prior to the Company by voting or taking any other action whatsoever in his capacity as a director Termination Date or (Bii) with any Third Party with whom negotiations for an Acquisition Transaction had taken place prior to the Termination Date if such tender and voting agreement contains provisions less favorable in the aggregate to such Stockholder than those contained in this Agreement. In addition, the provisions of this Section 6(b) shall not be deemed to prohibit any Stockholder who is an officer or employee director of the Company from taking any action whatsoever actions permitted to be taken by an officer or director, as the case may be, in such capacity; Stockholder's capacity as an officer and/or director, as the case may be, of the Company. (c) Until the Termination Date, each Stockholder shall promptly (but in any event within one day of such Stockholder becoming aware of same) (i) advise Parent of the receipt by such Stockholder or any of its agents or representatives of any inquiries or proposals relating to an Acquisition Transaction, (ii) provide Parent with a copy of any such inquiry or proposal in writing and a written statement with respect to any such inquiries or proposals not in writing, which statement shall include the identity of the parties making such inquiries or proposal and the material terms thereof and (iii) no action taken by the Company in compliance with the covenants inform Parent of the Merger Agreement in status and content of and developments with respect of to any discussions regarding any Acquisition Proposal shall serve as the basis of Transaction with a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithThird Party.

No Solicitation. (a) Stockholder shall notPrior to the Agreement End Date, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) each Founder Holder agrees not to, directly or indirectly, (i) solicit, initiate, encourage, induce initiate or knowingly encourage or facilitate any inquiry, proposal, or offer which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal in their capacity as such, (ii) participate in any discussions or negotiations regarding, or furnish or receive to or from any Person (other than the makingCompany, submission PubCo, Merger Sub 1, Merger Sub 2, the Company’s Affiliates and their respective Representatives) any nonpublic information relating to the SPAC or announcement its Subsidiaries, in connection with any Acquisition Proposal, (iii) approve or recommend, or make any public statement approving or recommending an Acquisition Proposal, (iv) enter into any letter of intent, merger agreement or similar agreement providing for an Acquisition Proposal, (v) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to voting of SPAC capital stock intending to facilitate any Acquisition Proposal or take cause any holder of shares of SPAC capital stock not to vote to adopt the Merger Agreement and approve the Merger, (vi) become a member of a “group” (as such term is defined in Section 13(d) of the Exchange Act) with respect to any voting securities of SPAC that takes any action in support of an Acquisition Proposal or (vii) otherwise resolve or agree to do any of the foregoing. Each Founder Holder shall promptly (and in any event within 48 hours) notify the Company after receipt by such Founder Holder of any Acquisition Proposal, any inquiry or proposal that could would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish Proposal or any inquiry or request for nonpublic information regarding any of relating to the Acquired Companies to SPAC or its Subsidiaries by any Person in connection with who has made or in response to an Acquisition Proposal or an inquiry or indication of interest that could would reasonably be expected to lead to make an Acquisition Proposal. Thereafter, such Founder Holder shall keep the Company reasonably informed, on a prompt basis (iii) engage and in discussions any event within 48 hours), regarding any material changes in the status and material terms of any such proposal or negotiations with any Person with respect to any Acquisition Proposaloffer. Each Founder Holder agrees that, (iv) approvefollowing the date hereof, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder it and its Representatives shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitationactivities, initiationsolicitations, encouragement, activity, discussion discussions or negotiation negotiations by such Founder Holder or its Representatives with any parties conducted heretofore by Stockholder or any of its Representatives prior to the date hereof with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) . Notwithstanding anything contained herein to the contrary contained in this Agreement: contrary, (i) no Founder Holder shall be responsible for the provisions actions of SPAC or its board of directors (or any committee thereof), any Subsidiary of SPAC, or any officers, directors (in their capacities as such), employees, professional advisors of any of the foregoing (the “SPAC Related Parties”), including with respect to any of the matters contemplated by this Section 5.3, (ii) no Founder Holder makes any representations or warranties with respect to the action of any of the SPAC Related Parties and (iii) any breach by SPAC of its obligations under the Merger Agreement shall not be considered a breach of this Section 2.3 apply solely to 5.3 (for the Stockholder when acting in his or its capacity as a Stockholder avoidance of the Company and not when acting or purporting to act as a Representative of the Company (doubt, it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); each Founder Holder shall remain responsible for any breach by it or its Representatives (iiother than any such Representative that is a SPAC Related Party) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith5.3.

No Solicitation. Each Stockholder will not (aand DLJ Merchant Banking, Inc. will not directly or indirectly) take any action that if taken by the Company would be a breach of Section 4.3(a) of the Merger Agreement (disregarding for this purpose the proviso to the first sentence of such Section 4.3(a), but subject to the last sentence of this Section 1(e)). Each Stockholder shall not, promptly advise Parent and shall cause its Affiliates (other than the Company Merger Sub orally and any in writing of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement receipt by it of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish inquiry from any information Person other than Parent regarding any a potential acquisition of the Acquired Companies to any Person in connection with or in response to an Shares, the material terms and conditions of such Acquisition Proposal or an inquiry or indication inquiry, and the identity of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with the Person making any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any such Acquisition Proposal or inquiry. Such Stockholder (vor DLJ Merchant Banking, Inc.) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to will keep Parent and Merger Sub informed on a current basis with respect to material developments relating to any such Acquisition Proposal or inquiry or any material modification or proposed modification thereto. Nothing in respect this Section shall restrict the activities of any individual (whether or not an affiliate of any Stockholder (or DLJ Merchant Banking, Inc.)) in his or her capacity as a director or officer of the solicitation of Acquisition Proposals under Section 4.3 of Company. Notwithstanding the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibitforegoing, limit or restrict the Stockholder or any of its Representatives (A) who is a member of if the Board of Directors of the Company from exercising its fiduciary duties determines in good faith that a Qualified Acquisition Proposal made by any Person or Persons is reasonably likely to result in a Superior Proposal, each Stockholder (and DLJ Merchant Banking, Inc.) shall be permitted to engage in discussions and negotiations with, and furnish nonpublic information regarding the Company by voting Acquired Corporations to, such Person or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee Persons if the Board of Directors of the Company from taking any has concluded in good faith, after consultation with its outside legal counsel, that such action whatsoever is required in such capacity; and (iii) no action taken by order for the Board of Directors of the Company in compliance to comply with its fiduciary obligations to the covenants Company's stockholders under applicable Legal Requirements and the other requirements of the proviso to the first sentence of Section 4.3(a) of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithbeen satisfied.

No Solicitation. (a) Stockholder Subject to Section 5.3(c), at all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries shall not, and nor shall cause its Affiliates (other than the Company and they authorize or permit any of the Acquired Companiestheir respective directors, officers or other employees, controlled Affiliates, or any investment banker, attorney or other authorized agent or representative retained by any of them (collectively, “Representatives”) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act to, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiate, knowingly encourage, induce or knowingly facilitate the makingor assist (including by way of providing information), submission any proposal that constitutes or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish participate or engage in any information discussions or negotiations with any Person (other than Parent, Merger Sub and their Representatives) regarding any of the Acquired Companies to any Person in connection with proposal that constitutes or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in enter into any merger agreement, purchase agreement, letter of intent or similar agreement with respect to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 5.3(c)), (iv) release or waive any provision of, or fail to enforce any confidentiality agreement, standstill or similar agreement to which the Company or any of its Subsidiaries is a party, or (v) resolve, publicly propose or agree to do any of the foregoing. The Company and its Subsidiaries shall 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, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person proposal that provides for, constitutes or could reasonably be expected to materially facilitate or is designed lead to facilitate, an any Acquisition Proposal. . Promptly after the date of this Agreement, the Company will request that each Person (dif any) that has executed a confidentiality agreement (other than the Confidentiality Agreement) relating to a potential Acquisition Proposal promptly return to the Company or destroy all non-public documents and materials furnished by the Company or any of its Representatives to such Person pursuant to the terms of such confidentiality agreement and immediately terminate all physical and electronic data room access relating to a potential Acquisition Proposal previously granted to any such Person. Notwithstanding anything to the contrary contained in this Agreement: , the Company and its Representatives may participate in discussions solely to seek to clarify the terms and conditions of any inquiry or proposal made by any Person. (b) From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, as promptly as practicable (and in any event within 24 hours) following receipt of any inquiry or request which could reasonably be expected to lead to an Acquisition Proposal or Acquisition Proposal by the Company or any of its Representatives, the Company shall (i) provide Parent with written notice of the receipt of such inquiry or Acquisition Proposal and (ii) communicate to Parent the identity of the Person making such inquiry, request or Acquisition Proposal, a copy of any written materials related thereto (or, if oral, a summary of the material terms and conditions of any such inquiry, request or Acquisition Proposal). The Company shall keep Parent reasonably informed on a prompt and timely basis (and in any event within 24 hours) with respect to any material developments, discussions or negotiations regarding any such inquiry, request or Acquisition Proposal, including by prompt notice (and in any event within 24 hours) of any material amendments or modifications thereto and all material written materials subsequently provided in connection therein and upon request of Parent, shall promptly inform Parent of the status of such inquiry, request or Acquisition Proposal. (c) Notwithstanding anything to the contrary set forth in this Section 5.3 or otherwise contained in this Agreement, if at any time prior to the Acceptance Time (i) the provisions Company has received an unsolicited bona fide Acquisition Proposal from any Person that did not result from any breach of this Section 2.3 apply 5.3, and (ii) the Company Board determines in good faith, after consultation with its financial advisor(s) and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and that the failure to take such action described in clause (A) or (B) below would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, then the Company may (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal pursuant to an Acceptable Confidentiality Agreement; provided that (x) the Company shall substantially concurrently provide to Parent any information concerning the Company that is provided to any Person and which was not previously provided to Parent and (y) the Company shall have entered into an Acceptable Confidentiality Agreement with such Person and (B) engage in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal (and waive such Person’s noncompliance with the provisions of any “standstill” agreement solely to the Stockholder when acting extent necessary to permit such discussions or negotiations). Prior to or concurrently with the Company first taking any of the actions described in his clauses (A) or its capacity as a Stockholder (B) of the immediately preceding sentence with respect to an Acquisition Proposal, the Company shall provide written notice to Parent of the determination of the Company and not when acting Board made pursuant to clause (ii) of the immediately preceding sentence. (d) Without limiting the foregoing, the Company agrees that in the event any Company Subsidiary or purporting to act as a any Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking Subsidiary takes any action whatsoever in such capacity; and (iii) no action which, if taken by the Company Company, would be in compliance with the covenants violation of the Merger Agreement restrictions set forth in respect of any Acquisition Proposal Section 5.3(a), the Company shall serve as the basis of a claim that the Stockholder is be deemed to be in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith5.3(a).

No Solicitation. (a) Stockholder The Company shall not, not and shall cause its Affiliates (not authorize or permit any officer, director or employee of, or any investment banker, attorney or other than advisor or representative of, the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, solicit or initiate, encourageor encourage the submission of, induce or facilitate the making, submission or announcement of any Acquisition Proposal Proposal, or approve or authorize any of the foregoing, or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to expedite any inquiries or the making of any proposal that could constitutes, or may reasonably be expected to lead to an Acquisition Proposalto, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal; provided, (iv) approvehowever, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) extent required by -------- ------- the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent fiduciary obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company, as determined in good faith by the Board of Directors based on the advice of outside counsel, the Company from exercising its fiduciary duties may, (A) in response to an unsolicited request therefor, furnish information with respect to the Company by voting or taking to any other action whatsoever in his capacity as person pursuant to a director or customary confidentiality agreement and discuss such information with such person, (B) who is upon receipt by the Company of an officer Acquisition Proposal, following delivery to Sprint of the notice required pursuant to Section 4.07(b), participate in negotiations regarding such Acquisition Proposal, and (C) modify or employee withdraw the recommendation to accept the Offer contemplated by Section 1.02(a) or its recommendation that the stockholders of the Company vote in favor of the Company Stockholder Vote Matters as contemplated by Section 1.06(c). (b) The Company shall (i) promptly notify Sprint of (A) the existence of any request for confidential information with respect to, or the receipt of, any Acquisition Proposal, (B) any inquiry or discussions with respect to, or which could reasonably be expected to lead to, any Acquisition Proposal, (C) the execution of a confidentiality agreement with respect to an Acquisition Proposal, (D) the furnishing of any information in contemplation of an Acquisition Proposal, whether or not pursuant to a confidentiality agreement, (ii) describe the terms and conditions of any Acquisition Proposal in reasonable detail, and (iii) furnish to Sprint all information made available to any Person making the Acquisition, or contemplating the making of an Acquisition Proposal, subject to a customary confidentiality agreement. (c) The Company shall not take any action that would enhance the ability of any other Person proposing an Acquisition Proposal to obtain the approval of the Company's stockholders or otherwise consummate such Acquisition Proposal (including granting any approval pursuant to Section 203 of the DGCL) without also taking a comparable action that would similarly enhance the ability of Sprint to obtain any necessary approval of the Company's stockholders of, and otherwise to consummate, the transactions contemplated by this Agreement and the Ancillary Agreements or an alternative transaction initiated by Sprint and concurrently withdrawing any impediments thereto that do not similarly impede such other Person. (d) Nothing contained in this Section 4.07 shall prohibit the Company from taking any action whatsoever in such capacity; and (iii) no action taken disclosing to its stockholders a position contemplated by Rule 14e-2 under the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithExchange Act.

No Solicitation. (a) Stockholder Each Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and direct its Representatives (other than Representatives of Stockholder who are are also Representatives of involved in the Company and who act or purport to act on behalf of the Company) Contemplated Transactions not to, : (i) directly or indirectly initiate, solicit, initiateor knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, encourageproposals or offers, induce or facilitate the making, making of any submission or announcement of any Acquisition Proposal inquiry, proposal or take any action offer that constitutes or could reasonably be expected to lead to an any Acquisition Proposal, (ii) furnish directly or indirectly engage in, enter into or participate in any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iviii) approveprovide any non-public information to, endorse or recommend afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal or Proposal, (viv) enter into any agreement in principle, letter of intent intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar document instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any Contract contemplating designees of Parent or otherwise relating to any Acquisition Transaction. (bPurchaser) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person Proposal or potential Acquisition Proposal that provides for, or could reasonably be expected to materially facilitate or is designed lead to facilitate, an Acquisition Proposal. (d) . Notwithstanding anything the foregoing, such Stockholder or its Representative may, solely in response to the contrary contained in this Agreement: (i) the provisions an inquiry or proposal that did not result from a material breach of this Section 2.3 apply solely 4.6, inform a Person that has made or, to the Knowledge of the Stockholder when acting in his or its capacity Representative (as a Stockholder applicable), is considering making an Acquisition Proposal of the Company restrictions of this Section 4.6 and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); . For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) none of the provisions of this Section 2.3 shall be construed to prohibitany general partner that is no longer affiliated with such Stockholder, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company any employees or other Representatives, in compliance with the covenants each case of clauses (i) to (iii), who do not have actual knowledge of the Merger Agreement in respect Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of any Acquisition Proposal shall serve as the basis of determining whether a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding 4.6 has occurred, the fact that actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder or shall be responsible for any breach of this Section 4.6 by its directors and Representatives have provided advice or assistance to the Company acting in connection therewiththeir authorized capacities on behalf of such Stockholder.

No Solicitation. (a) Parent Stockholder shall will not, and shall will cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, and will not announce any intention to, directly or indirectly (iA) solicit, initiate, encouragesolicit or knowingly encourage or knowingly facilitate any inquiries, induce expressions of interest, proposals or facilitate the making, submission offers that constitute or announcement of any Acquisition Proposal or take any action that could would reasonably be expected to lead to an Acquisition Proposal, (iiB) furnish engage in or otherwise participate in any information discussions or negotiations regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could would reasonably be expected to lead to an Acquisition Proposal, (iiiC) engage in discussions or negotiations with provide (including through access to any data room) any non-public information to any Person relating to the Company or the Parent, or any of their respective Subsidiaries with respect to an Acquisition Proposal or that the Company or Parent reasonably expects would be used for the purposes of formulating an Acquisition Proposal, (D) enter into any agreement, letter of intent, memorandum of understanding, agreement in principle or Contract with respect to any Acquisition Proposal, (ivE) approve, endorse or recommend submit any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating matter related thereto to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as the vote of the date stockholders of this Agreementthe Company or the Parent, or (F) solicitationresolve or agree or publicly propose to, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder permit the Parent or any of its Subsidiaries or any of its or their Representatives with respect to resolve or agree or publicly propose to take any Acquisition Proposal. of the actions referred to in clauses (cA) Stockholder shall not enter into any Contract - (E). Notwithstanding anything in this Agreement to the contrary, Parent Stockholder, directly or indirectly through one or more of its Representatives, may engage in the actions referred to in clauses (A)-(E) of this Section 8 with any Person that provides for, or could reasonably be expected if the Parent is permitted to materially facilitate or is designed engage in such actions with such Person pursuant to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 7.9 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties in each case subject to the Company by voting or taking any other action whatsoever restrictions and limitations set forth in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants Section 7.9 of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithAgreement.

No Solicitation. (a) Stockholder Subject to Section 9, Securityholder shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its Affiliates and Representatives not to: (a) directly or indirectly solicit, seek, initiate, knowingly encourage, or knowingly facilitate any inquiries regarding, or the making of, any submission or announcement of a proposal or offer that constitutes, or is reasonably likely to lead to, any Parent Acquisition Proposal; (b) directly or indirectly engage in, continue, or otherwise participate in any discussions or negotiations regarding, or furnish or afford access to any other Person any information in connection with or for the purpose of encouraging or facilitating, any proposal or offer that constitutes, or is reasonably likely to lead to, any Parent Acquisition Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to a Parent Acquisition Proposal; (d) solicit proxies with respect to a Parent Acquisition Proposal (other than the Company Transactions and the Merger Agreement) or otherwise encourage or assist any Person in taking or planning any action that is reasonably likely to compete with, restrain, or otherwise serve to interfere with or inhibit the timely consummation of the Acquired CompaniesTransactions in accordance with the terms of the Merger Agreement; or (e) initiate a shareholders’ vote of Parent’s shareholders with respect to a Parent Acquisition Proposal. Notwithstanding the foregoing, Securityholder may (and may permit its Affiliates and its and its Affiliates’ Representatives to) participate in discussions and negotiations with any Person making a Parent Acquisition Proposal (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport its Representatives) with respect to act on behalf of the Company) not to, such Parent Acquisition Proposal if: (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected Parent is permitted to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any such Person in accordance with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 6.04 of the Merger Agreement); and (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties Securityholder’s negotiations and discussions are in conjunction with and ancillary to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; Parent’s discussions and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithnegotiations.

No Solicitation. (a) Such Stockholder shall not, and nor shall cause its Affiliates (other than the Company and such Stockholder knowingly permit any of the Acquired Companies) and its Stockholder Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourageintentionally encourage or intentionally facilitate any inquiry, induce offer or facilitate the makingproposal with respect to, submission or announcement of any Acquisition Proposal that constitutes or take any action that could would reasonably be expected to lead to to, an Acquisition Alternative Proposal, (ii) furnish enter into, continue or otherwise engage or participate in any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with respect to an Alternative Proposal or provide nonpublic information to any Person with respect to, or with the intention to any Acquisition solicit, an Alternative Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (viii) enter into any letter of intent or similar document agreement in principle or any Contract contemplating agreement providing for any Alternative Proposal; provided, however, that notwithstanding anything in this Agreement to the contrary, (1) if the Company receives an Alternate Proposal that did not result from any breach of this Section 3(d) by such Stockholder or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as such Stockholder’s knowledge Section 4.02 of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with Tender Offer Agreement in any parties conducted heretofore by Stockholder or any of its Representatives with material respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person and that provides for, the Company Board has determined constitutes a Qualifying Proposal or could reasonably be expected to materially facilitate or is designed to facilitateresult in a Qualifying Proposal, an Acquisition Proposal. then such Stockholder and its Stockholder Representatives may (dx) Notwithstanding anything furnish nonpublic information to the contrary third-party making such Alternative Proposal if such third-party has executed a confidentiality agreement with the Company and/or (y) engage in discussions or negotiations with such third-party with respect to the Alternative Proposal, (2) nothing contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 Agreement shall be construed to prohibit, limit or restrict the prohibit such Stockholder or any of its Stockholder Representatives (A) from making any public disclosures in respect of an Alternative Proposal if such Person determines in good faith that the failure to make such disclosure or taking any actions which would be inconsistent with such Person’s exercise of its fiduciary duties. “Stockholder Representatives” means, with respect to a Stockholder, such Stockholder’s directors, partners, officers, employees, accountants, consultants, legal counsel, investment bankers, financial advisors, brokers, finders or agents or other representatives of such Stockholder except that any Person who is a member of the Company Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking shall not be a “Stockholder Representative” for any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithpurpose hereunder.

No Solicitation. (a) Stockholder Subject to Section 6 hereof, prior to the Termination Date, the Shareholder shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and Subsidiaries not to, shall not authorize its Representatives (other than to, and shall use its reasonable best efforts to cause its and their respective Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly, (i) solicit, initiate, encourageknowingly encourage (including by means of furnishing or disclosing information), induce knowingly facilitate, discuss or facilitate negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) that constitutes, or may reasonably be expected to lead to, a Company Acquisition Proposal; (ii) furnish or disclose any non-public information about the makingCompany to any Person in connection with, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to, a Company Acquisition Proposal (except that the Shareholder shall be permitted to an disclose non-public information about the Company to its limited partners, members, or shareholders for the limited purpose of securing the corporate or other power and authority to execute and perform this Agreement, provided the Shareholder takes reasonable efforts to cause such Persons to comply with this Section 5(a)); (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Shareholder shall (A) notify SPAC promptly upon receipt of any Company Acquisition Proposal by the Shareholder, and describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep SPAC reasonably informed on a current basis of any modifications to such offer or information. Notwithstanding anything in this Agreement to the contrary, (i) the Shareholder shall not be responsible for the actions of the Company or the Company Board (or any committee thereof), any Subsidiary of the Company, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 5(a), (ii) furnish any information regarding the Shareholder makes no representations or warranties with respect to the actions of any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, Company Related Parties and (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (ivbreach by the Company of its obligations under Section 5.6(a) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder Business Combination Agreement shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions considered a breach of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company 5(a) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it or its Representatives (other than any such Representative that is a Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (iiRelated Party) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith5(a)).

No Solicitation. (a) Each Stockholder shall not, and shall cause its such Stockholder’s Controlled Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, and shall use reasonable best efforts to cause the Representatives of such Stockholder and such Stockholder’s Controlled Affiliates not to, directly or indirectly: (i) solicit, initiate, encourage, induce or knowingly encourage or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, ; (ii) furnish any non-public information regarding any of the Acquired Companies Company to any Person third party in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, ; (iii) engage in or otherwise facilitate discussions or negotiations with any Person third party with respect to any Acquisition Proposal, ; (iv) adopt, approve, endorse or recommend or publicly propose to adopt, approve endorse or recommend, any Acquisition Proposal or (v) enter into any letter of intent intent, support agreement or similar document document, agreement, commitment or any Contract contemplating or otherwise agreement in principle relating to or facilitating an Acquisition Proposal; (v) become a member of a “group” (as defined in Section 13(d)(3) under the Exchange Act) with respect to any Acquisition Transaction. voting securities of the Company for the purpose of opposing, discouraging or competing with or taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement or (bvi) agree to do any of the foregoing. Each Stockholder shall, and shall cause such Stockholder’s Controlled Affiliates and shall use reasonable best efforts to cause the Representatives of such Stockholder and such Stockholder’s Controlled Affiliates to, immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitationsolicitations of, initiationor discussions or negotiations with, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect third party relating to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) . Notwithstanding anything to the contrary contained set forth in this Agreement: , if and only if (i) the provisions of this Section 2.3 apply solely Company, to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under extent permitted by Section 4.3 5.2 of the Merger Agreement, is participating in discussions or negotiations with a Person who has submitted an Acquisition Proposal (such Person, an “Engaged Bidder”); , (ii) none of such Stockholder’s negotiations and discussions with such Engaged Bidder are in conjunction with the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in Company’s discussions and negotiations with such capacity; Engaged Bidder and (iii) no such Stockholder does not take any action taken by that the Company would be prohibited from taking pursuant to Section 5.2 of the Merger Agreement, each Stockholder may (x) participate in compliance discussions and negotiations with such Engaged Bidder and (y) privately (except as required by applicable Law) discuss and privately (except as required by applicable Law) confirm to the covenants Company and such Engaged Bidder the willingness of such Stockholder and such Stockholder’s Controlled Affiliates to sign a voting agreement in connection with such Acquisition Proposal in the event of any termination of the Merger Agreement pursuant to Section 8.1(f) of the Merger Agreement. For purposes of this Section 4.1, “Acquisition Proposal” shall have the meaning ascribed to such term in respect the Merger Agreement but shall also include any Transfer of any Acquisition Proposal shall serve as the basis of such Stockholder’s Covered Shares other than a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithPermitted Transfer.

No Solicitation. (a) Stockholder The Company shall notnot directly or indirectly, and shall cause not authorize or permit either of its Affiliates (other than the Company and Subsidiaries or any Representative of any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act Corporations directly or purport to act on behalf of the Company) not indirectly to, (i) solicit, initiate, intentionally encourage, intentionally induce or intentionally facilitate the making, submission or announcement of any Acquisition Proposal (whether by amending, or granting any waiver under, the Company Rights Agreement or otherwise) or take any action that could would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies Corporations to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. ; PROVIDED, HOWEVER, that prior to the Acceptance Date (band subject to the Company's right to terminate this Agreement pursuant to Section 8.1(h)), this Section 5.3(a) Stockholder shall immediately cease not prohibit the Company from furnishing information regarding the Acquired Corporations to, or entering into discussions or negotiations with, any Person in response to a Superior Offer that is submitted to the Company by such Person (and cause to be terminated not withdrawn) if (1) such Superior Offer shall not have resulted directly or indirectly from any existing (as of the date breach of this Agreement) solicitation, initiation, encouragement, activity, discussion Section 5.3 or negotiation with from any parties conducted heretofore action taken by Stockholder the Company or any of its Representatives with respect to the intent of circumventing any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to of the contrary contained provisions set forth in this Agreement: Section 5.3, (i2) the provisions board of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder directors of the Company and not when acting or purporting concludes in good faith, after having taken into account the advice of its outside legal counsel, that the failure to act as a Representative take such action would be inconsistent with the fiduciary obligations of the Company Company's board of directors to the Company's stockholders under applicable Legal Requirements, (it being understood that 3) at least one business day prior to furnishing any such information to, or entering into discussions or negotiations with, such Person, the Company has separate and independent obligations to gives Parent and Merger Sub in respect written notice of the solicitation identity of Acquisition Proposals under Section 4.3 such Person and of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed Company's intention to prohibitfurnish information to, limit or restrict the Stockholder enter into discussions or any of its Representatives (A) who is a member of the Board of Directors of negotiations with, such Person, and the Company receives from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or such Person an executed confidentiality agreement containing provisions (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iiiincluding "standstill" provisions) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithless 41.

No Solicitation. (a) Stockholder Each Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and direct its Representatives (other than Representatives of Stockholder who are are also Representatives of involved in the Company and who act or purport to act on behalf of the Company) Contemplated Transactions not to, : (i) directly or indirectly initiate, solicit, initiateor knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, encourageproposals or offers, induce or facilitate the making, making of any submission or announcement of any Acquisition Proposal inquiry, proposal or take any action offer that constitutes or could reasonably be expected to lead to an any Acquisition Proposal, (ii) furnish directly or indirectly engage in, enter into or participate in any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iviii) approveprovide any non-public information to, endorse or recommend afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal or Proposal, (viv) enter into any agreement in principle, letter of intent intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar document instrument relating to an Acquisition Proposal, (v) knowingly encourage or recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person or groups (other than Parent, Purchaser, or any Contract contemplating designees of Parent or otherwise relating to any Acquisition Transaction. (bPurchaser) Stockholder shall immediately cease and cause to that may be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives ongoing with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person Proposal or potential Acquisition Proposal or that provides for, or could reasonably be expected to materially facilitate or is designed lead to facilitate, an Acquisition Proposal. (d) . Notwithstanding anything the foregoing, such Stockholder or its Representative may, solely in response to the contrary contained in this Agreement: (i) the provisions an inquiry or proposal that did not result from a material breach of this Section 2.3 apply solely 4.6, inform a Person that has made or, to the Stockholder when acting in his or its capacity as a Stockholder Knowledge of the Company and not when acting Stockholder or purporting to act Representative (as a Representative applicable), is considering making an Acquisition Proposal of the Company (it being understood that the Company has separate restrictions of this Section 4.6 and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); . For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) none of the provisions of this Section 2.3 shall be construed to prohibitany general partner that is no longer affiliated with such Stockholder, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company any employees or other Representatives, in compliance with the covenants each case of clauses (i) to (iii), who do not have actual knowledge of the Merger Agreement in respect Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of any Acquisition Proposal shall serve as the basis of determining whether a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding 4.6 has occurred, the fact that actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder or shall be responsible for any breach of this Section 4.6 by its directors and Representatives have provided advice or assistance to the Company acting in connection therewiththeir authorized capacities on behalf of such Stockholder.

No Solicitation. (a) Stockholder Until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 9.01, the Company shall not, and shall cause its Affiliates (other than Subsidiaries and the Company officers and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives directors of the Company and who act or purport to act on behalf of the Company) its Subsidiaries not to, and shall use reasonable best efforts to cause its other Representatives not to, directly or indirectly, (i) solicit, initiate, encourageendorse, induce knowingly facilitate or facilitate knowingly encourage the making, submission or announcement of any Acquisition Proposal inquiries, proposals or take any action offers that could constitute or would reasonably be expected to lead to an Acquisition any Takeover Proposal, (ii) furnish provide any nonpublic information regarding concerning the Company or any of the Acquired Companies its Subsidiaries to any Person person or group in connection with or in response to an Acquisition any Takeover Proposal or an inquiry any inquiry, proposal or indication of interest offer that could would reasonably be expected to lead to an Acquisition any Takeover Proposal, or engage in any discussions or negotiations with respect to any Takeover Proposal (other than solely to inform any relevant third party of the restrictions in this Section 6.02), (iii) engage in discussions approve, support, adopt, endorse or negotiations with recommend any Person with respect to any Acquisition Takeover Proposal, (iv) approvetake any action to make the provisions of any Takeover Law inapplicable to any person other than Parent and its Affiliates or to any transactions constituting or contemplated by a Takeover Proposal, endorse or recommend any Acquisition Proposal or (v) enter into otherwise cooperate with or assist or participate in, or knowingly facilitate, any letter such inquiries, proposals, offers, discussions or negotiations, or (vi) resolve or agree to do any of intent or similar document or any Contract contemplating or otherwise relating the foregoing. Subject to any Acquisition Transaction. (b) Stockholder Section 6.02(b), the Company shall, and shall cause its Subsidiaries and its and their respective officers and directors to, and shall use reasonable best efforts to cause its and their respective other Representatives to, immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted person or groups that may be ongoing with respect to any Takeover Proposal or potential Takeover Proposal. The Company shall promptly after the date hereof instruct each person (if any) that has heretofore executed a confidentiality agreement (other than the Confidentiality Agreement) relating to a Takeover Proposal or potential Takeover Proposal with or for the benefit of the Company promptly to return to the Company or destroy all information, documents, and materials relating to the Takeover Proposal or to the Company or its businesses, operations or affairs heretofore furnished by Stockholder the Company, any of its Subsidiaries or any of their respective Representatives to such person or any of its Representatives in accordance with the terms of such confidentiality agreement, and shall enforce (including by seeking an injunction) the contractual rights of the Company or any of its Subsidiaries under any such agreement with respect thereto, and shall enforce, and not waive, terminate or modify without Parent’s prior written consent, any standstill or similar provision in any confidentiality, standstill or other agreement with such person; provided that the Company may waive any standstill or similar provisions to any Acquisition the extent necessary to permit a person to make, on a confidential basis to the Company Board, a Takeover Proposal. , conditioned upon such person agreeing to disclosure of such Takeover Proposal to Parent and Merger Sub, in each case as contemplated by this Section 6.02 (cprovided, further that the Company may only take such action if the Company Board determines in good faith (after consultation with its outside legal counsel) Stockholder shall not enter into any Contract with any Person that provides for, or could the failure of the Company Board to take such action would reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of be inconsistent with the Company Board’s fiduciary duties under applicable Law). The Company shall not, and shall not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or permit any of its Subsidiaries or its or their respective Representatives (A) who is a member of to, enter into any confidentiality agreement subsequent to the Board of Directors of date hereof which prohibits the Company from exercising its fiduciary duties providing to Parent the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under information required to be provided to Parent pursuant to this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith6.02.

No Solicitation. (a) From and after the date of this Agreement until the Termination Date, except as provided in Section 1.2(b) or Section 5.2, the Stockholder shall will not, and shall will cause its Affiliates (other than the Company and any of the Acquired Companies) [Subsidiaries and its and their respective] Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly: (i) solicit, initiate, encourage, or knowingly encourage or knowingly induce or knowingly facilitate the making, submission or announcement of any Acquisition Proposal inquiries or take the making of any action proposal or offer constituting, related to or that could would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any non-public information regarding any of the Acquired Companies to any Person (other than Parent and Parent’s or the Company’s Representatives acting in their capacity as such) in connection with or in response to an Acquisition Proposal or an any proposal, inquiry or indication of interest offer that could would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition ProposalProposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that they currently are not permitted to have discussions), (iv) approve, endorse or recommend any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal, (v) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal or (vi) enter into any letter of intent or similar document agreement in principle or any Contract contemplating or otherwise providing for, relating to or in connection with any Acquisition TransactionProposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal. The Stockholder agrees that any breach of this Section 1.2(a) by any [Subsidiary or any] of its [or their respective] Representatives shall constitute a breach of this Section 1.2(a) by the Stockholder. (b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Stockholder from taking any action in its capacity as a Representative of the Company that is expressly permitted to be taken by the Company’s Representatives (in their capacity as such) under the Merger Agreement (including exercising its fiduciary duties to the Company in accordance with applicable Law and the Merger Agreement). (c) The Stockholder shall, and shall cause its [Subsidiaries and its and their respective] Representatives to (i) immediately cease and cause to be terminated any all existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties Person conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into Proposal or any Contract with any Person proposal, inquiry or offer that provides for, or could reasonably be expected to materially facilitate or is designed lead to facilitate, an Acquisition Proposal, and (ii) request the prompt return or destruction of all confidential information previously furnished by it or on its behalf. (d) Notwithstanding anything to The Stockholder shall [and shall cause its Subsidiaries to] advise Parent promptly (and in any event within the contrary contained in this Agreement: later of twenty-four (24) hours or the next Business Day) of (i) the provisions of this Section 2.3 apply solely any Acquisition Proposal or indication, inquiry, proposal or offer with respect to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting that would reasonably be expected to act as a Representative of the Company (it being understood that the Company has separate and independent obligations lead to Parent and Merger Sub in respect of the solicitation of any Acquisition Proposals under Section 4.3 of the Merger Agreement); Proposal, (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties request for non-public information relating to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is that would reasonably be expected to lead to an officer or employee of the Company from taking any action whatsoever in such capacity; Acquisition Proposal, and (iii) no action taken by any inquiry or request for discussion or negotiation regarding an Acquisition Proposal, including in each case the Company in compliance with the covenants identity of the Merger Agreement in respect person making any such Acquisition Proposal or indication, inquiry, offer or proposal, the material terms of any such Acquisition Proposal or indication, inquiry, offer or proposal and any material correspondence relating thereto. The Stockholder shall serve as the keep Parent informed on a reasonably current basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance any material changes to the Company in connection therewithterms of any such Acquisition Proposal or indication or inquiry.

No Solicitation. (a) During the Term, each Stockholder shall not, covenants and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) agrees not to, (i) directly or indirectly, solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any other action that could reasonably be expected designed to lead to an Acquisition Proposal, (ii) furnish facilitate any information regarding inquiries or the making of any of the Acquired Companies to proposal from any Person in connection with (other than from Parent or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iiiMerger Sub) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactiontransaction that constitutes a Takeover Proposal. (b) During the Term, each Stockholder further covenants and agrees not to participate in any discussions or negotiations (except with Parent or Merger Sub) regarding, or furnish to any Person (other than Parent or Merger Sub or if required by law or compelled by subpoena or similar legal process) any information with respect to, or otherwise cooperate in any way with, or assist or participate in or facilitate or encourage, any effort or attempt by any Person (other than Parent and Merger Sub) to make or effect, any transaction that may constitute a Takeover Proposal. (c) Each Stockholder shall immediately cease and cause to be terminated any existing (as discussions or negotiations of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion Stockholder and Stockholder’s agents or negotiation other representatives with any parties conducted heretofore by Stockholder or any of its Representatives Person (other than Parent and Merger Sub) with respect to any Acquisition Proposal. (c) of the foregoing. During the Term, each Stockholder shall not enter into notify Parent and Merger Sub promptly of any Contract with any Person that provides forspecific proposal or offer made to such Stockholder relating to a Takeover Proposal, or could reasonably be expected any substantive inquiry or contact made to materially facilitate such Stockholder specifically relating to a Takeover Proposal, and shall, in any such notice to Parent and Merger Sub, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry, or is designed to facilitatecontact and the material terms and conditions of such proposal, an Acquisition Proposaloffer, inquiry, or contact. (d) Notwithstanding anything to the contrary contained foregoing, any Stockholder who is also an officer and/or a member of the board of directors of the Company, may, in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its such Stockholder’s capacity as a Stockholder an officer of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is and/or a member of the Board of Directors of the Company from exercising its fiduciary duties to Company, as the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever case may be, take such actions, if any, in such capacity; and capacity or capacities as are permitted by Section 5.2 (iiiNo Solicitation) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithAgreement.

No Solicitation. The Stockholder (ain the Stockholder’s capacity as such) Stockholder shall not, and shall cause its Affiliates (other than the Company and will not authorize or permit any of its officers, directors, controlled affiliates or employees, or any investment banker, attorney or other advisor or representative retained by the Acquired CompaniesStockholder (collectively, “Representatives”) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act to, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiate, knowingly encourage, or induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to of, an Acquisition Proposal, (ii) furnish to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information regarding relating to the Company or any of its Subsidiaries, or afford access to the business, properties, assets, books or records of the Stockholder relating to the Company or any of the Acquired Companies Company’s Subsidiaries to any Person in connection with or in response to that has made an Acquisition Proposal Proposal, or an inquiry take any other action intended to assist or indication facilitate any inquiries or the making of interest any proposal that could constitutes or may reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any an Acquisition Proposal, (iv) approve, endorse or recommend any an Acquisition Proposal Proposal, or (v) enter into any letter of intent or similar document or any Contract contract contemplating or otherwise relating to any an Acquisition Transaction. (b) ; provided, however, that the Stockholder may engage in any of the foregoing activities if and solely to the extent that the Company is permitted to engage in such activities pursuant to Section 6.1 of the Merger Agreement. The Stockholder shall immediately cease any and cause to be terminated any all existing (as of the date of this Agreement) solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties Persons conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) . Without limiting the generality of the foregoing, the Stockholder shall not enter into acknowledges and hereby agrees that any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to violation of the contrary contained restrictions set forth in this Agreement: (iSection 14(a) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict by the Stockholder or any of its Representatives (A) who is shall be deemed to be a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.this

No Solicitation. (a) Stockholder Except in connection with the transactions contemplated by this Agreement, Seller shall not, and nor shall cause its Affiliates (it authorize or permit any officer or employee or any investment banker, attorney or other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act advisor or purport to act on behalf of the Company) not representative of, Seller to, (i) solicit, initiateinitiate or encourage the submission of, encourageany takeover proposal (as defined below), induce (ii) enter into any agreement with respect to any takeover proposal or facilitate the making(iii) participate in any discussions or negotiations regarding, submission or announcement of furnish to any Acquisition Proposal person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that could constitutes, or may reasonably be expected to lead to an Acquisition Proposalto, (ii) furnish any information regarding takeover proposal. Without limiting the foregoing, it is understood that any violation of the Acquired Companies to restrictions set forth in the preceding sentence by any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication executive officer of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document Seller or any Contract contemplating investment banker, attorney or otherwise relating other advisor or representatives of Seller or otherwise, shall be deemed to be a breach of this Section by Seller. For purposes of this Agreement, "takeover proposal" means any Acquisition Transactionproposal for a merger, consolidation or reorganization or other business combination involving the Assets or the Business, other than the transactions contemplated by this Agreement. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date Except upon a material breach of this Agreement by Buyer or following termination hereof, except for action permitted or contemplated by this Agreement, including a party's right to terminate this Agreement under certain circumstances, the Member shall not (i) solicitationwithdraw or modify, initiationor propose to withdraw or modify, encouragementin a manner adverse to Buyer, activitythe approval or recommendation by such Member of this Agreement or (ii) approve or recommend, discussion or negotiation with propose to approve or recommend, any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposaltakeover proposal. (c) Stockholder Seller promptly shall not enter into advise Buyer orally and in writing of any Contract with takeover proposal or any Person inquiry that provides for, could lead to any takeover proposal and the identity of the person making any such takeover proposal or could reasonably be expected to materially facilitate inquiry. Seller will keep Buyer fully informed of the status and details of any such takeover proposal or is designed to facilitate, an Acquisition Proposalinquiry. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the The provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and 7.8 shall not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibitprevent any investment banker, limit attorney or restrict other advisor or representative of Seller to engage in discussions with third parties in the Stockholder or any ordinary course of its Representatives (A) who is a member of business with respect to transactions not involving the Board of Directors of the Company from exercising its fiduciary duties parties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithAgreement.

No Solicitation. (a) Stockholder shall notEach Shareholder will immediately cease, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and will instruct its Representatives (other than Representatives of Stockholder who are are also Representatives of the to immediately cease, any discussions or negotiations with any Person that may be ongoing with respect to any Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action proposal that could would reasonably be expected to lead to an a Company Acquisition Proposal. Each Shareholder agrees that, from and after the date hereof and until the Voting Covenant Expiration Date, such Shareholder shall not, directly or indirectly, nor shall it authorize or permit any of its Representatives to, directly or indirectly, (ii1) furnish solicit, initiate or knowingly encourage or knowingly induce (including by way of furnishing information), or take any information regarding other action designed to knowingly facilitate, any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication the making of interest that could any proposal which constitutes, or would be reasonably be expected to lead to, a Company Acquisition Proposal (provided that such Shareholder and its Representatives may refer the Person making such proposal or offer to an Acquisition Proposal, the provisions of this Section 3.3 or the provisions in Section 4.2 and Section 4.5 of the Merger Agreement) or (iii2) engage in any discussions or negotiations with regarding any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Company Acquisition Proposal (provided that such Shareholder and its Representatives may refer the Person making such proposal or (v) enter into any letter offer to the provisions of intent this Section 3.3 or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease the provisions in Section 4.2 and cause to be terminated any existing (as Section 4.5 of the date Merger Agreement). Each Shareholder acknowledges and agrees that, in the event any Representative of such Shareholder (acting in its capacity as such) takes any action that if taken by such Shareholder would be a breach of this AgreementSection 3.3, the taking of such action by such Representative will be deemed to constitute a breach of this Agreement (including this Section 3.3) solicitationby such Shareholder. Notwithstanding anything to the contrary in this Section 3.3, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder each Shareholder and its Representatives may engage in such activities at such times and to the extent that the Company or any of its Representatives with respect is permitted to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything engage in such activities pursuant to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 terms of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of but only if such Shareholder and its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance comply with the covenants terms of the Merger Agreement in respect of any Acquisition Proposal shall serve as if it were the basis of a claim that the Stockholder is in breach Company or one of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithRepresentatives.

No Solicitation. From and after the date of this Agreement until the Termination Date, the Stockholder will not, and will cause the Stockholder’s Affiliates and the Stockholder’s and their respective Representatives not to, directly or indirectly: (a) Stockholder shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, initiate or knowingly encourage or knowingly induce or facilitate the making, submission or announcement of any Acquisition Proposal inquiries or take the making of any action proposal or offer constituting, related to or that could reasonably be expected to lead to an a Parent Acquisition Proposal, (iib) furnish make available any confidential or non-public information regarding Parent or any of the Acquired Companies its Subsidiaries to any Person (other than the Company and Parent’s or the Company’s Representatives acting in their capacity as such) in connection with or in response to an a Parent Acquisition Proposal or an any proposal, inquiry or indication of interest offer that could reasonably be expected to lead to an a Parent Acquisition Proposal, (iiic) engage in discussions or negotiations with any Person with respect to any Parent Acquisition ProposalProposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Parent Acquisition Proposal (other than to state that they currently are not permitted to have discussions), (ivd) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent proposal, inquiry or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person offer that provides for, or could reasonably be expected to materially facilitate lead to a Parent Acquisition Proposal or is designed (e) make or authorize any statement, recommendation or solicitation in support of any Parent Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to facilitate, an lead to a Parent Acquisition Proposal. . Notwithstanding the foregoing, the Stockholder and its Affiliates and their respective Representatives, in their capacity as Representatives of Parent, may take the actions listed in clauses (db) Notwithstanding anything to the contrary contained in this Agreement: through (ie) the provisions of this Section 2.3 apply solely 1.3 to the Stockholder when acting in his or its capacity as a Stockholder of extent the Company and not when acting or purporting Parent’s Representatives would be permitted to act as a Representative of the Company (it being understood that the Company has separate and independent obligations take such actions pursuant to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 5.4 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder shall notTarget will immediately cease and cause to be terminated any existing solicitation, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act encouragement, activity, discussion or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations negotiation with any Person with respect to any Acquisition Proposal, whether or not initiated by Target, and, in connection therewith, Target will discontinue access to any data rooms (ivvirtual or otherwise) approveand will request (and exercise all rights it has to require) the return or destruction of all information regarding Target and its Subsidiaries previously provided to any such Person or any other Person and will request (and exercise all rights it has to require) the destruction of all materials including or incorporating any confidential information regarding Target and its Subsidiaries. Target shall not terminate, endorse amend, modify or recommend waive any Acquisition Proposal provision of any confidentiality or (v) enter into any letter of intent standstill or similar document agreement to which Target or any Contract contemplating or otherwise relating to of its Subsidiaries is a party with any Acquisition Transactionother Person. (b) Stockholder Target shall immediately cease and cause not, directly or indirectly, through any officer, director, employee, representative (including for greater certainty any financial or other advisors) or agent of Target or any Subsidiary of Target: (i) solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing non-public information or permitting any visit to any facilities or properties of Target or any Subsidiary of Target, including any material joint ventures or Mineral Properties) any inquiries, proposals or offers regarding any Acquisition Proposal; (ii) engage in any discussions or negotiations regarding, or provide any confidential information with respect to, any Acquisition Proposal, provided that for greater certainty, Target may advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the Target board of directors has so determined; (iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Purchaser, the approval or recommendation of the Target board of directors or any committee thereof of this Agreement or the Merger; (iv) approve or recommend, or remain neutral with respect to, or propose publicly to approve or recommend, or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until 15 calendar days following the formal commencement of such Acquisition Proposal shall not be considered to be terminated any existing (as of the date in violation of this AgreementSection 5.12(b); or (v) solicitationaccept or enter into, initiationor publicly propose to accept or enter into, encouragementany letter of intent, activityagreement in principle, discussion agreement, arrangement or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect undertaking related to any Acquisition Proposal. (c) Notwithstanding Section 5.12(b) and any other provision of this Agreement, the Target board of directors shall be permitted, prior to obtaining the Target Stockholder Approval, to engage in discussions or negotiations with, or provide information pursuant to Section 5.12(b) to, any Person in response to an Acquisition Proposal by any such Person, provided that (A) it has received an unsolicited bona fide written Acquisition Proposal from such Person and the Target board of directors has determined in good faith based on information then available and after consultation with its financial advisors that such Acquisition Proposal constitutes a Superior Proposal (except for the element requiring that the Acquisition Proposal not be subject to any due diligence and/or access condition); and (B) prior to providing any confidential information or data to such Person in connection with such Acquisition Proposal, (x) the Target board of directors receives from such Person an executed confidentiality agreement covering a period of not less than one year from the date of such confidentiality agreement and Target sends a copy of any such confidentiality agreement to Purchaser promptly upon its execution and promptly provides Purchaser a list of, or in the case of information that was not previously made available to Purchaser, copies of, any information provided to such Person, and (y) Target has complied in all material respects with Section 5.12(e). Target shall not enter into any Contract with engage in discussions or negotiate, accept, approve or recommend an Acquisition Proposal or provide information to any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, proposing an Acquisition Proposal, in each case after the date of the Target Stockholder Approval. (d) Notwithstanding anything From and after the date of this Agreement, Target shall promptly (and in any event within 36 hours) notify Purchaser, orally and in writing, of any proposal, inquiry, offer (or any amendment thereto) or any request for discussions or negotiations in each case or request relating to or constituting an Acquisition Proposal, any request for representation on the Target board of directors, or any request for non-public information relating to Target or any Subsidiary of Target or any material joint venture or material mineral property relating to or constituting an Acquisition Proposal of which Target’s directors, officers, representatives or agents are or became aware. Such notice shall include a description of the terms and conditions of, and the identity of the Person making, any proposal, inquiry, offer (including any amendment thereto) or request, and shall include copies of any such proposal or offer or any amendment to such proposal or offer. Target shall also provide such other details of the proposal or offer, or any amendment thereto, as Purchaser may reasonably request. Target shall keep Purchaser promptly and fully informed of the status, including any change to the contrary contained material terms, of any such proposal or offer, or any amendment thereto, and will respond promptly to all inquiries by Purchaser with respect thereto. (e) Target shall ensure that its officers, directors, representatives, agents and legal and financial advisors, and its Subsidiaries and their officers, directors, representatives, agents and legal and financial advisors, are aware of the provisions of Sections 5.12(a)-(d) hereof and agree to be bound thereby, and it shall be responsible for any breach of such provisions by any of them or by any employee of Target or any Subsidiary of Target. (f) If Target has complied with Sections 5.12(a)-(e), Target may accept, approve, recommend or enter into any agreement in this Agreement: respect of, an Acquisition Proposal prior to the Target Stockholder Approval only if: (i) the provisions of this Acquisition Proposal constitutes a Superior Proposal; (ii) Target has provided Purchaser with notice in writing that there is a Superior Proposal in accordance with Section 2.3 apply solely to 5.12(c)-(d); (iii) at least five Business Days shall have elapsed from the Stockholder when acting in his or its capacity as date that Purchaser has received a Stockholder copy of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub written proposal in respect of the solicitation of Acquisition Proposals under Section 4.3 purported Superior Proposal (or any amendment or revision thereof); (iv) if Purchaser has proposed to amend the terms of the Merger Agreementand this Agreement in accordance with Section 5.12(g); , the Target board of directors (iiafter receiving advice from its financial advisors and outside legal counsel) none shall have determined in good faith that the Acquisition Proposal continues to constitute a Superior Proposal after taking into account such amendments; (v) Target’s board of directors after consultation with outside legal counsel, determines in good faith that the provisions of this Section 2.3 shall failure to take such action would be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising inconsistent with its fiduciary duties under applicable Laws; (vi) prior to entering into an agreement relating to such Superior Proposal (other than the aforesaid confidentiality agreement) Target shall have terminated this Agreement pursuant to Section 7.1(j); and (vii) in the event that Target provides Purchaser with a notice referred to in Section 5.12(f)(ii) on a date that is less than five Business Days prior to the Company by voting Target Stockholder Meeting, Target shall adjourn the Target Stockholder Meeting (without notice on the Merger or taking any other action whatsoever in his capacity as related matters) to a director or (B) who date that is an officer or employee not less than five Business Days and not more than 10 Business Days after the date of the Company from taking any action whatsoever Purchaser notice referred to in such capacity; Section 5.12(f)(ii). (g) Target acknowledges and (iii) no action taken by agrees that, during the Company five Business Day period referred to in compliance with Section 5.12(f)(iii), Purchaser shall have the covenants opportunity, but not the obligation, to propose to amend the terms of the Merger and this Agreement. The Target board of directors will review any proposal by Purchaser to amend the terms of the Merger and this Agreement in respect order to determine, in good faith in the exercise of its fiduciary duties, whether such proposal would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendments to the terms of the Merger and this Agreement. (h) Target acknowledges and agrees that each successive modification of the material terms of any Acquisition Proposal shall serve as the basis constitute a new Acquisition Proposal for purposes of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding 5.12 and the fact that the Stockholder or its Representatives have provided advice or assistance requirement under Section 5.12(f)(iii) to the Company in connection therewithinitiate an additional five Business Day period.

No Solicitation. (a) Stockholder None of the Sellers shall notdirectly or indirectly, and nor shall cause its Affiliates (other than the Company and any of the Acquired Companies) Sellers authorize or permit any of their officers, directors, agents, attorneys, accountants, advisors and its Representatives (other than Representatives of Stockholder who are are also Representatives representatives directly or indirectly to, nor shall any of the Company and who act Sellers authorize any of their employees directly or purport to act on behalf of the Company) not indirectly to, : (i) solicit, initiate, initiate or knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, ; (ii) furnish any information regarding any of the Acquired Companies Parent Entities to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, ; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, ; (iv) approve, endorse or recommend any Acquisition Proposal Proposal; or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition TransactionProposal. (b) Stockholder The Sellers shall, promptly (and in no event later than 48 hours) after receipt of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal that is made or submitted by any Person during the Pre-Closing Period, advise the Purchaser in writing of such Acquisition Proposal or request (including the identity of the Person making or submitting such Acquisition Proposal or request, and the terms thereof). The Sellers shall keep the Purchaser fully informed with respect to the status of any such Acquisition Proposal or request and any modification or proposed modification thereto. (c) The Sellers shall immediately cease and cause to be terminated any discussions existing (as of at the date time of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation Agreement with any parties conducted heretofore by Stockholder or any of its Representatives with respect Person that relate to any Acquisition Proposal. (cd) Stockholder shall The Sellers agree not enter into any Contract with to release or permit the release of any Person that provides forfrom, or could reasonably to waive or permit the waiver of any provision of, any confidentiality, "standstill", nonsolicitation or similar agreement relating to the Enterprise Search Business to which any of the Parent Entities is a party or under which any of the Parent Entities has any rights, and will use their best efforts to enforce or cause to be expected to materially facilitate or is designed to facilitate, enforced each such agreement at the request of the Purchaser. The Sellers also will promptly request each Person that has executed a confidentiality agreement in connection with such Person's consideration of an Acquisition Proposal. (d) Notwithstanding anything Proposal to return all confidential information relating to the contrary contained in Enterprise Search Business heretofore furnished to such Person by or on behalf of any of the Sellers within five days after the date of this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder Neither Seller nor Seller Sub shall, nor shall notSeller or Seller Sub authorize or permit any other Subsidiary or any of their respective directors, and shall cause its Affiliates managers, trustees, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative of Seller or Seller Sub to, directly or indirectly, solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than the Company and Acquiror or Acquiror Sub) concerning any of the Acquired Companies) and its Representatives Acquisition Transaction (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act as defined below); provided, however, that nothing contained in this Agreement shall prevent Seller (on behalf of itself and Seller Sub) or the Company) not to, board of directors of Seller prior to receipt of approval by the stockholders of Seller of this Agreement and the Parent Merger Document from (i) solicit, initiate, encourage, induce providing information in response to a request therefor by a person who has made an unsolicited bona fide written proposal to engage in an Acquisition Transaction (an “Acquisition Proposal”) if the board of directors of Seller receives from the person so requesting such information an executed confidentiality agreement on customary terms and conditions; (ii) engaging in any negotiations or facilitate discussions with any person who has made an unsolicited bona fide written Acquisition Proposal; (iii) failing to recommend or withdrawing its recommendation of this Agreement to its stockholders and/or failing to hold the making, submission Special Meeting (as defined in Section 5.8) to consider this Agreement; or announcement of any (iv) recommending such an Acquisition Proposal or take any action that could reasonably be expected to lead the stockholders of Seller, if and only to an Acquisition Proposalthe extent that, in each such case referred to in clause (i), (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal), (iii) engage or (iv) above, (A) Seller’s board of directors determines in discussions or negotiations good faith (after consultation with any Person outside legal counsel) that such action would be required in order for its directors to comply with respect to any their respective fiduciary duties under applicable Law and (B) Seller’s board of directors determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, (iv) approveif accepted, endorse or recommend any is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a transaction more favorable to Seller’s stockholders from a financial point of view than the Mergers. An Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease which is received and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation considered by Seller in compliance with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to 5.3 and which meets the Stockholder when acting requirements set forth in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives clauses (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or and (B) who is an officer or employee of the Company from taking preceding sentence is herein referred to as a “Superior Proposal”. Seller will communicate to Acquiror in writing (the “Notice”) as promptly as practicable (and in no event more than 48 hours after receipt) the terms of any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement proposal which it may receive in respect of any Acquisition Proposal Transaction (including amendments thereto) and shall serve as provide Acquiror with copies of (x) all such written inquiries or proposals and (y) an accurate and complete written synopsis of all such oral inquiries or proposals. For purposes of this Agreement, “Acquisition Transaction” means any offer or proposal by a person or entity other than Acquiror or Acquiror Sub for (i) a merger, tender offer, recapitalization or consolidation, or any similar transaction, involving the basis Seller or Seller Sub; (ii) a purchase, lease or other acquisition or assumption of all or a claim that substantial portion of the Stockholder is assets of the Seller or Seller Sub; (iii) a purchase or other acquisition (including by way of merger, consolidation, share exchange or otherwise) of beneficial ownership (the term “beneficial ownership” for purposes of this Agreement having the meaning assigned thereto in breach Section 13(d) of its obligations under this Section 2.3 notwithstanding the fact that 1934 Act, and the Stockholder rules and regulations thereunder) of securities representing 20% or its Representatives have provided advice more of the voting power of the Seller; or assistance to the Company in connection therewith(iv) any substantially similar transaction.

No Solicitation. (a) Stockholder shall not, Each of Parent and shall cause its Affiliates Seller (other than with respect to the Company Business) and the Company agrees that, during the Pre-Closing Period, neither it nor any of the Acquired Companies) and its Subsidiaries shall, nor shall it or any of its Subsidiaries authorize or permit any of its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly: (i) solicit, initiate, initiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition ProposalInquiry, (ii) furnish any non-public information regarding any of the Acquired Companies such Party to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition ProposalInquiry, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition ProposalProposal or Acquisition Inquiry, (iv) approve, endorse execute or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition TransactionTransaction or (v) publicly propose to do any of the foregoing. Without limiting the generality of the foregoing, each Party acknowledges and agrees that, in the event any Representative of such Party takes any action that, if taken by such Party, would constitute a breach of this Section 6.4 by such Party, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 6.4 by such Party for purposes of this Agreement. (b) Stockholder If any Party or any Representative of such Party receives an Acquisition Proposal or Acquisition Inquiry at any time during the Pre-Closing Period, then such Party shall promptly (and in no event later than one (1) Business Day after such Party becomes aware of such Acquisition Proposal or Acquisition Inquiry) advise the other Party in writing of such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry, and the terms thereof). Such Party shall keep the other Party reasonably informed with respect to the status and terms of any such Acquisition Proposal or Acquisition Inquiry and any material modification or material proposed modification thereto. (c) Each Party shall immediately cease and cause to be terminated any existing (discussions, negotiations and communications with any Person that relate to any Acquisition Proposal or Acquisition Inquiry as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion Agreement and request the destruction or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect return of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have nonpublic information provided advice or assistance to the Company in connection therewithsuch Person.

No Solicitation. Stockholder agrees that, during the term of this Agreement, (a) Stockholder shall will not, and shall (b) if Stockholder is not a natural person, Stockholder will cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) Subsidiaries not to, and (c) Stockholder will instruct and use its reasonable best efforts to cause its (and, if Stockholder is not a natural person, its Subsidiaries’) Representatives not to, directly or indirectly (i) initiate, solicit, initiate, encourage, induce propose or knowingly encourage or facilitate the making, submission or announcement making of any Acquisition Proposal or take engage in, continue or otherwise participate in any action that could reasonably be expected discussions or negotiations, or furnish to lead to an Acquisition Proposalany other Person information, with respect thereto, (ii) furnish enter into any information regarding letter of intent, agreement in principle, merger agreement or other similar agreement with any of the Acquired Companies to any Person in connection with or in response person relating to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage form or become a member of a “group” (as such term is defined under the Exchange Act) with respect to any Equity Interests of the Company for the purpose of (A) engaging in any of the foregoing activities or (B) opposing or competing with or taking any actions inconsistent with the Transactions. Immediately following the execution and delivery of this Agreement, (1) Stockholder will, (2) if Stockholder is not a natural person, Stockholder will cause its Subsidiaries to, and (3) Stockholder will instruct and use its reasonable best efforts to cause its (and, if Stockholder is not a natural person, its Subsidiaries’) Representatives to, cease and terminate any discussions or negotiations existing as of the date of this Agreement with any Person with respect to any Acquisition Proposal. For the avoidance of doubt, (iv) approve, endorse nothing in this Section 6 will limit or recommend affect any Acquisition Proposal actions or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore omissions taken by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his Stockholder’s capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever Company, including in such capacity; and (iii) no action taken by the Company in compliance with the covenants of exercising rights under the Merger Agreement in respect of any Acquisition Proposal (including, without limitation, under Section 5.6 thereof), and no such actions or omissions shall serve as the basis of be deemed a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith6.

No Solicitation. (a) Stockholder shall notBuyer agrees that during the Restricted Period neither it nor any of its subsidiaries nor any of their respective officers or directors shall, and that Buyer shall use reasonable efforts to cause its Affiliates and its subsidiaries’ agents and representatives (other than the Company and including any investment banker, attorney or accountant retained by it or any of the Acquired Companiesits subsidiaries), other employees and affiliates not to (and shall not authorize any of them to) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act directly or purport to act on behalf of the Company) not to, indirectly: (i) solicit, initiate, encourage, induce encourage or knowingly facilitate the making, submission or announcement of of, any Acquisition Proposal with respect to itself, (ii) participate or engage in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or take any other action intended to facilitate any inquiries or the making of any proposal that could constitutes or may reasonably be expected to lead to an Acquisition Proposalto, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected with respect to lead to an Acquisition Proposalitself, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal with respect to itself (except to the extent specifically permitted pursuant to Section 5.9(c)), or (viv) enter into any letter of intent or similar document or any Contract or commitment contemplating or otherwise relating to any Acquisition Transaction. Proposal with respect to itself. Buyer and its subsidiaries will immediately cease, and Buyer shall use reasonable efforts to cause Buyer’s and its subsidiaries’ respective officers, directors, agents and representatives (b) Stockholder shall immediately cease and cause to be terminated including any existing (as of the date of this Agreement) solicitationinvestment banker, initiation, encouragement, activity, discussion attorney or negotiation with any parties conducted heretofore accountant retained by Stockholder it or any of its Representatives subsidiaries), other employees and affiliates (each a “Buyer Representative”) to cease, any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. (c) Stockholder Proposal with respect to itself. Buyer shall not enter into be responsible for any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions breach of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or 5.9 by any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithBuyer Representative.

No Solicitation. (a) Stockholder Seller shall not, and nor shall cause its Affiliates (it authorize or permit any officer, director or employee of or any investment banker, attorney or other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act advisor or purport to act on behalf of the Company) not torepresentative of, Seller, directly or indirectly: (i) solicit, initiate, encourage, induce initiate or facilitate knowingly encourage the making, submission or announcement of any Acquisition Proposal takeover proposal (as defined below), (ii) enter into any agreement providing for any takeover proposal or (iii) participate in any negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action knowingly to facilitate the making of, any takeover proposal; provided, however, that if, at any time prior to the receipt of the Seller Stockholder Approval, the Board of Directors of the Seller determines in good faith that it is necessary to do so in order to comply with its fiduciary duties to the Seller's stockholders under applicable law, as advised by outside counsel, the Seller may, with respect to an actual or potential unsolicited takeover proposal and subject to compliance with Section 8.11: (x) furnish non-public information with respect to the Seller to such person making such actual or potential unsolicited takeover proposal and (y) participate in negotiations regarding such proposal. (b) Neither the Board of Directors of the Seller nor any committee thereof shall: (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Access, the approval or recommendation by such Board of Directors or any such committee of this Agreement or the Closing, (ii) approve or recommend or propose to approve or recommend, any takeover proposal or (iii) enter into any agreement with respect to any takeover proposal. (c) In addition to the obligations of Seller set forth in paragraphs (a) and (b) of this Section 8.11, Seller shall promptly advise Access orally and in writing of any request for information or of any takeover proposal or any inquiry with respect to or which could reasonably be expected to lead to an Acquisition Proposalany takeover proposal which, (ii) furnish in any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposalsuch case, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreementeither: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his writing or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none made to any executive officer or director of the provisions of this Section 2.3 shall be construed to prohibitSeller, limit or restrict the Stockholder or any of its Representatives (A) who is a member identity of the Board of Directors person making any such request (to the extent practicable), takeover proposal or inquiry and all the material terms and conditions thereof. Seller will keep Access fully informed of the Company from exercising its fiduciary duties to the Company by voting status and details (including amendments or taking any other action whatsoever in his capacity as a director or (Bproposed amendments) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder such request, takeover proposal or its Representatives have provided advice or assistance to the Company in connection therewithinquiry.

No Solicitation. (a) Stockholder During the Pre-Closing Period, Sellers shall not, and nor shall cause its Affiliates (other than the Company and they authorize or permit any of the Acquired Companies) and its their respective Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly: (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing any non-public information relating to the Telematics Hardware Business), encourage, or knowingly induce or facilitate knowingly take any other action which would reasonably be expected to lead to the making, submission or announcement of, any proposal or inquiry that constitutes, or is reasonably likely to lead to, a Business Acquisition Proposal; (ii) other than informing Persons of the provisions contained in this Section 5.4, enter into, continue or participate in any discussions or any negotiations regarding any Business Acquisition Proposal or otherwise take any action that could reasonably be expected to lead knowingly facilitate or knowingly induce any effort or attempt to an make or implement a Business Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, ; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any a Business Acquisition Proposal or (v) enter into any letter of intent intent, memorandum of understanding or similar document or any Contract contemplating a Business Acquisition Proposal or otherwise relating requiring the Sellers to abandon or terminate its obligations under this Agreement; or (iv) agree, resolve or commit to do any Acquisition Transaction. (b) Stockholder of the foregoing. Sellers shall, and shall cause their respective Representatives to, immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion all discussions or negotiation negotiations with any parties Person previously conducted heretofore by Stockholder or any of its Representatives with respect to any Business Acquisition Proposal. Sellers shall promptly deny to any third party access to any data room (virtual or actual) containing any confidential information previously furnished to any such third party relating to the Telematics Hardware Business and Sellers shall not otherwise provide any confidential information related to the Telematics Hardware Business to any Person except Sellers’ legal, accounting and financial advisors and employees and officers of Sellers on a need to know basis. If Sellers or any of their Representatives receives any unsolicited Business Acquisition Proposal (including, but not limited to, an inquiry for Sellers to provide non-public information to another party), Sellers shall promptly (and in any event within 24 hours) notify Purchaser in writing of all material terms thereof including, but not limited to, the identity of the person making such unsolicited Business Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder shall The Company and its Subsidiaries will not, and shall the Company will direct and use its reasonable best efforts to cause its Affiliates (other than the Company and any of the Acquired Companies) and its Subsidiaries’ respective Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) directly or indirectly, take any action to solicit, initiate, encourage, induce or knowingly encourage or knowingly facilitate the making, submission or announcement making of any Acquisition Proposal (including by way of furnishing non-public information or take granting any action waiver under Section 203 of the DGCL or any other Takeover Statute) or any inquiry with respect thereto or engage in or continue any discussions or negotiations with any Person with respect thereto (except to notify such Person of the existence of the provisions of this Section ‎6.2), or disclose any nonpublic information or afford access to properties, personnel, books or records to any Person that has made, or could reasonably be expected to consider making, any Acquisition Proposal or any inquiry with respect thereto, or approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding or propose publicly or agree to do any of the Acquired Companies to any Person in connection with or in response foregoing relating to an Acquisition Proposal Proposal. Nothing contained in this Agreement shall prevent the Company Board from complying with Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal; provided, however, that any such compliance shall not permit the Company Board to make a Change in the Company Recommendation except pursuant to Section 6.3. The Company shall be permitted to make any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) under the Exchange Act and comply with disclosure obligations under Rule 14e-2(a), Rule 14d-9 or an inquiry or indication Item 1012(a) of interest that could reasonably be expected to lead Regulation M-A promulgated under the Exchange Act with regard to an Acquisition Proposal, and any such communication or compliance shall not be deemed to be a Change in the Company Recommendation so long as any action taken or statement made is consistent with this Section 6.2; provided, however, that any such disclosure permitted by this sentence shall not permit the Company Board to make a Change in the Company Recommendation except pursuant to Section 6.3. Notwithstanding anything to the contrary in this Agreement but subject to the first sentence of Section ‎6.2(b), prior to (iiibut not after) engage obtaining the Company Stockholder Approval, the Company may, directly or indirectly through its advisors, agents or other intermediaries, (A) furnish information and access, but only in response to a request for information or access, to any Person, and its Representatives (including sources of financing), making a bona fide, written Acquisition Proposal to the Company Board after the date of this Agreement which was not obtained as a result of a breach of this Agreement and (B) participate in discussions and negotiate with such Person or negotiations its Representatives concerning any such unsolicited Acquisition Proposal, if and only if, in any such case set forth in clause (A) or (B) of this sentence, (1) the Company Board determines in good faith, after consulting with its outside legal counsel and its financial advisors, (x) that such Acquisition Proposal constitutes or would reasonably be expected to result in a Company Superior Proposal and (y) that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the Company’s stockholders under applicable Law and (2) the Company receives (or prior to the date hereof has received) from the Person making such an Acquisition Proposal, prior to engaging in any of the activities described in clause (A) or (B) of this sentence, an executed confidentiality agreement the material terms of which are no less favorable to the Company and no less restrictive to the Person making such Acquisition Proposal than those contained in the Confidentiality Agreement (it being understood that such confidentiality agreement need not contain any “standstill” or similar provisions to the extent that Buyer is, concurrently with the entry by the Company or its Subsidiaries into such confidentiality agreement, released from any “standstill” or similar obligations in the Confidentiality Agreement); provided, however, that if the Person making such Acquisition Proposal is a competitor of the Company or any of its Subsidiaries, the Company shall not provide any information that in the good faith determination of the Company constitutes commercially sensitive non-public information to such Person in connection with the actions permitted by this Section 6.2(a) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on the Company from sharing such information. The Company agrees that any material non-public information provided to such Person that has not previously been provided to Buyer shall be provided to Buyer prior to or substantially concurrently with the time it is provided to such Person. The Company Board shall not take any of the actions referred to in the foregoing clauses (A) and (B) unless the Company shall have first delivered to Buyer written notice advising Buyer that the Company intends to take such action; provided, however, that only one such notice need be given with respect to any specific Acquisition Proposal, (iv) approve, endorse including any amendment or recommend modification of any such Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition TransactionProposal. (b) Stockholder In the event that on or after the date of this Agreement, the Company receives an Acquisition Proposal or any inquiry with respect thereto, or any request for nonpublic information relating to the Company or any Subsidiary of the Company or for access to the properties, books or records of the Company or any Subsidiary of the Company by any Person that has made, or would reasonably be expected to make, an Acquisition Proposal, the Company will (i) promptly (and in no event later than twenty-four (24) hours after becoming aware of such Acquisition Proposal, inquiry or request) notify (which notice shall be provided orally and in writing and shall identify the Person making such Acquisition Proposal, inquiry or request and set forth the material terms thereof) Buyer thereof, (ii) keep Buyer reasonably and promptly informed of the status and terms (including any amendments thereto) of any such Acquisition Proposal, inquiry or request, and (iii) as promptly as practicable after the receipt or delivery thereof (but in no event later than twenty-four (24) hours becoming aware of receipt) provide to Buyer copies of all material written correspondence and other material written materials sent or provided to the Company or any of its Subsidiaries that describe any terms or conditions thereof, including any proposed transaction agreements. The Company (x) shall, and shall cause its Subsidiaries to, immediately cease and cause to be terminated any existing (as of terminated, and shall direct and use reasonable best efforts to cause its and their respective Representatives to immediately cease and cause to be terminated, all discussions and negotiations, if any, that have taken place prior to the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation Agreement with any parties conducted heretofore by Stockholder or any of its Representatives Persons with respect to any Acquisition ProposalProposal or the possibility thereof, (y) shall promptly (and in any event within twenty-four (24) hours after execution of this Agreement) request each Person, if any, that has executed a confidentiality agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries and (z) shall immediately terminate all physical and electronic data room access for such Person and their Representatives to diligence or other information regarding the Company or any of its Subsidiaries. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, the Company shall not modify, amend or terminate, or waive, release or assign, any provisions of any confidentiality or standstill agreement (or any similar agreement) to which the Company or any of its Subsidiaries is a party relating to any such Acquisition Proposal and shall enforce the provisions of any such agreement in accordance with its terms; provided, however, that the Company shall be permitted on a confidential basis, upon written request by a relevant party thereto, to release or waive any standstill obligations solely to the extent necessary to permit the party referred therein to submit an Acquisition Proposal to the Company Board on a confidential basis if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, that the failure to do so would be inconsistent with the fiduciary duties of the Company Board to the Company’s stockholders under applicable Law. The Company shall promptly (and in any event within twenty-four (24) hours) provide written notice to Buyer of any waiver or release of any standstill by the Company. The Company agrees that in the event any Representative of the Company or its Subsidiaries takes any action that, if taken by the Company, would constitute a breach of this Section 6.2, the Company shall be deemed to be in material breach of this Section 6.2. (c) Stockholder shall not enter into any Contract with any Person that provides forFor purposes of this Agreement, or could reasonably be expected to materially facilitate or is designed to facilitate, an “Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: ” means (i) any proposal or offer from any Person or group of Persons, other than Buyer and its Affiliates, with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, spin-off, extraordinary dividend, share exchange, business combination or similar transaction involving the provisions Company or any of its Subsidiaries which is structured to result in such Person or group of Persons (or their stockholders), directly or indirectly, acquiring beneficial ownership of 20% or more of the Company’s consolidated total assets (including equity securities of the Company’s Subsidiaries), net income or net revenue or 20% or more of any class of the Company’s equity interests and (ii) any acquisition by any Person or group of Persons (or their stockholders) (other than Buyer and its Subsidiaries) resulting in, or proposal or offer, which if consummated would result in, any Person or group of Persons (or their stockholders) (other than Buyer and its Subsidiaries) obtaining control (through Contract or otherwise) over or becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, 20% or more of the total voting power of any class of equity securities of the Company or 20% or more of the Company’s consolidated total assets (including equity securities of the Company’s Subsidiaries), net income or net revenue, in each case other than the Transactions. For purposes of this Section 2.3 apply solely to Agreement, “Company Superior Proposal” means an unsolicited, bona fide written Acquisition Proposal made after the Stockholder when acting date of this Agreement (A) that would result in his a Person or its capacity as a Stockholder group of Persons (or their equity holders) becoming, directly or indirectly, the beneficial owner of 50% or more of the Company’s consolidated total assets, net income or net revenue or 50% or more of the total voting power of the equity securities of the Company or the successor Person of the Company and not when acting or purporting to act as a Representative of the Company (it being understood B) that the Company Board has separate determined in its good faith judgment, after consultation with its outside legal and independent obligations financial advisors, taking into account all the terms and conditions of such Acquisition Proposal, including likelihood of consummation on the terms proposed, the Person or group making such proposal and all legal, financial and regulatory aspects of such proposal, as well as any revisions to Parent and Merger Sub in respect the terms of the solicitation of Acquisition Proposals under Transactions proposed pursuant to Section 4.3 of the Merger Agreement‎6.3(b)(i); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties more favorable to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of Company’s stockholders than the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithTransactions.

No Solicitation. (a) From and after the date hereof until the Voting Termination Date, such Stockholder shall will not, and shall cause its Affiliates (other than the Company and will not authorize or permit any of the Acquired Companiesits officers, directors, employees, agents or representatives (collectively, "Stockholder Representatives") and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) or upon becoming aware of it will stop such person from continuing to, directly or indirectly, solicit, initiateinitiate or encourage (including by way of furnishing material non-public information), encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected designed to lead facilitate, directly or indirectly, any inquiry, proposal or offer (including, without limitation, any proposal or offer to an the Company's stockholders) with respect to a Company Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection Proposal 2 3 or cooperate with or in response to an Acquisition Proposal assist, participate or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in any substantive discussions or negotiations with any Person with respect to any concerning a Company Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Such Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation negotiations with any parties conducted heretofore by such Stockholder or any of its Stockholder Representatives with respect to any Company Acquisition Proposal. (c) Prior to the Voting Termination Date, such Stockholder shall not enter into will promptly notify Parent orally and in writing of any Contract requests for information made to such Stockholder or any Stockholder Representative or the receipt of any Company Acquisition Proposal made to such Stockholder or any Stockholder Representative or any inquiry with respect to (including, without limitation, any Person that provides forinquiry as to the Company's willingness or ability to entertain offers, proposals or engage in discussions or negotiations), or which could reasonably be expected to materially facilitate lead to, a Company Acquisition Proposal, including the identity of the person or is designed to facilitategroup engaging in such discussions or negotiations, an requesting such information or making such Company Acquisition Proposal, and the material terms and conditions of any Company Acquisition Proposal. (d) Notwithstanding anything Prior to the contrary contained Voting Termination Date, such Stockholder shall not enter into any agreement with any person or group that provides for, or in this Agreement: any way facilitates, a Company Acquisition Proposal. (ie) the The provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and 1.3 do not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the prohibit any Stockholder or any Stockholder Representative who also serves in the capacity of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting officer, director, employee, agent or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee representative of the Company from taking any action whatsoever actions in such capacity; and (iii) no action taken other capacity to the extent permitted by the Company in compliance with the covenants Section 7.3 of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithAgreement.

No Solicitation. (a) Stockholder shall notNo Securityholder shall, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its Affiliates and Representatives (which shall be deemed not to include the Company or its Subsidiaries or any employee, officer, director or other representative or agent thereof) not to: (a) directly or indirectly solicit, seek, initiate, knowingly encourage, or knowingly facilitate any inquiries regarding, or the making of, any submission or announcement of a proposal or offer that constitutes, or is reasonably likely to lead to, any Acquisition Proposal; (b) directly or indirectly engage in, continue, or otherwise participate in any discussions or negotiations regarding, or furnish or afford access to any other Person any information in connection with or for the purpose of encouraging or facilitating, any proposal or offer that constitutes, or is reasonably likely to lead to, any Acquisition Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to an Acquisition Proposal; (d) solicit proxies with respect to an Acquisition Proposal (other than the Company Merger Agreement and the transactions contemplated thereby) or otherwise encourage or assist any Person in taking or planning any action that is reasonably likely to compete with, restrain, or otherwise serve to interfere with the timely consummation of the Acquired Companiestransactions contemplated by the Merger Agreements in accordance with its terms; or (e) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act initiate a stockholders’ vote or purport to act on behalf action by written consent of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead ’s stockholders with respect to an Acquisition Proposal. (b) Notwithstanding the foregoing, each Securityholder may (iiand may permit its Affiliates and its and its Affiliates’ Representatives to) furnish any information regarding any of the Acquired Companies to participate in discussions and negotiations with any Person in connection with or in response to making an Acquisition Proposal (or an inquiry or indication of interest that could reasonably be expected its Representatives) with respect to lead such Acquisition Proposal if: (i) the Company is permitted to an Acquisition Proposal, (iii) engage in discussions or negotiations with any such Person in accordance with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 6.02 of the Merger Agreement); and (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever such Securityholder’s negotiations and discussions are in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance conjunction with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithCompany’s discussions and negotiations.

No Solicitation. (a) Stockholder From the date of this Agreement until the Effective Time, except as specifically permitted in Section 5.4(d), each of Parent and the Company agrees that it shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) Subsidiaries not to, and shall use its commercially reasonable efforts to cause its and its Subsidiaries’ respective Representatives not to, directly or indirectly: (i) solicit, initiate, encourageknowingly facilitate or knowingly encourage any inquiries, induce offers or facilitate proposals relating to a Takeover Proposal with respect to Parent or the makingCompany, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, respectively; (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with with, or furnish or disclose any non-public information relating to such party or any of its Subsidiaries to, any Person with respect that has made or indicated an intention to make a Takeover Proposal relating to such party in furtherance of such Takeover Proposal (it being understood that this restriction shall not apply to the sharing of information in the ordinary course of business); (iii) withdraw, modify, qualify or amend the Parent Board Recommendation or Company Board Recommendation, as the case may be, in any Acquisition Proposal, manner adverse to the other party; (iv) approve, endorse or recommend any Acquisition Takeover Proposal or with respect to itself; (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to a Takeover Proposal with respect to itself (other than an Acceptable Confidentiality Agreement); or (vi) agree to or publicly propose to take any Acquisition Transactionof the foregoing actions. (b) Stockholder Each of Parent and the Company shall, and shall cause each of its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated any existing (as solicitations, discussions or negotiations with any Person that has made or indicated an intention to make a Takeover Proposal with respect to Parent or the Company, respectively. Each of Parent and the Company shall, to the extent it has a contractual right to do so, promptly request that each Person who has executed a confidentiality agreement with such party in the 12-month period prior to the date of the Original Agreement in connection with that Person’s consideration of a Takeover Proposal with respect to such Party return or destroy all non-public information furnished to that Person by or on behalf of such party. Each of Parent and the Company shall promptly inform its Representatives of such party’s obligations under this Agreement) solicitation, initiation, encouragement, activity, discussion Section 5.4. Each of Parent and the Company agrees that any violation of the provisions of this Section 5.4 at the direction or negotiation with the consent of such party by any parties conducted heretofore by Stockholder of its Subsidiaries or any Representative of such party or any of its Representatives Subsidiaries shall be deemed to be a breach of this Section 5.4 by such party. Furthermore, each of Parent and the Company agrees that any violation of the provisions of Section 5.4 of the Original Agreement that occurred at any time prior to the date hereof by Parent or the Company, respectively, or at the direction or with respect the consent of such party by any of its Subsidiaries or any Representative of such party or any of its Subsidiaries, shall be deemed to any Acquisition Proposalhave been a breach of Section 5.4 of this Agreement by such party. (c) Stockholder Each of Parent and the Company shall not enter into notify the other promptly upon receipt by such party of (i) any Contract Takeover Proposal or a written indication that would be reasonably likely to lead to a Takeover Proposal with respect to such party or (ii) any request for non-public information relating to such party or any of its Subsidiaries in connection with a Takeover Proposal with respect to such party or under circumstances that would be reasonably likely to lead to a Takeover Proposal with respect to such party. Each of Parent and the Company shall provide the other promptly with the identity of such Person that provides forand a copy of such Takeover Proposal, indication or could request (or, where no such copy is available, a written summary of the material terms of such Takeover Proposal). Each of Parent and the Company shall keep the other informed on a reasonably be expected current basis of the status of any such Takeover Proposal, indication or request, and any related communications to materially facilitate or is designed to facilitate, an Acquisition Proposalby such party or its Representatives. (d) Notwithstanding anything in this Agreement to the contrary contained contrary, provided that such party has complied and continues to comply in this Agreement: (i) all material respects with the provisions of this Section 2.3 apply solely 5.4 and only until the Requisite Parent Vote or Requisite Company Vote, as applicable, is obtained, Parent or the Company, as applicable, and its board of directors may: (i) (A) engage in discussions and negotiations with a Person who has made a bona fide unsolicited Takeover Proposal and (B) furnish or disclose any non-public information relating to the Stockholder when acting Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, as applicable, to such Person, in his either case if and only if (w) prior to furnishing or disclosing such information, the Company or Parent, as applicable, has caused such Person to enter into a confidentiality agreement with the Company or Parent, as applicable, on terms and conditions that are substantially equivalent to those contained in the Confidentiality Agreement, provided that any such confidentiality agreement contains provisions expressly permitting the Company or Parent, as applicable, to comply with its capacity obligations under this Agreement notwithstanding any restrictions set forth therein (an “Acceptable Confidentiality Agreement”), (x) the Company or Parent, as a Stockholder applicable, concurrently discloses the same such non-public information to Parent or the Company, as applicable (in each case, to the extent not already disclosed)), and (y) in the case of the Company, the board of directors of the Company determines in good faith, after consultation with the Company Financial Advisor and the Company’s outside legal counsel, that such Takeover Proposal either is a Superior Proposal or would be reasonably likely to lead to a Superior Proposal, or in the case of Parent, the board of directors of Parent determines in good faith, after consultation with the Parent Financial Advisor and Parent’s outside legal counsel, that such Takeover Proposal either is a Superior Proposal or would be reasonably likely to lead to a Superior Proposal; (ii) (x) withdraw, modify, qualify or amend the Parent Board Recommendation or Company Board Recommendation, as the case may be, in a manner adverse to the other party, in response to a bona fide unsolicited Takeover Proposal with respect to such party, (y) recommend such Takeover Proposal, or (z) terminate this Agreement to enter into a Contract relating to such Takeover Proposal pursuant to Section 7.3(e) (in the case of Parent) or Section 7.4(e) (in the case of the Company), in each case if and only if (A) the board of directors of such party determines in good faith, after consultation with the Parent Financial Advisor or the Company Financial Advisor, as the case may be, and such party’s outside legal counsel, that such Takeover Proposal constitutes a Superior Proposal, (B) such party’s board of directors determines in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with the fiduciary and other duties of its directors; (C) such party provides the other with three Business Days prior written notice of its board of directors’ intention to take such action (including notice as to whether such party intends to terminate this Agreement and enter into a Contract with respect to such Superior Proposal), and (D) (1) during the three Business Day period following receipt of such notice, if so requested by the party receiving such notice, such party negotiates with and causes its financial and legal advisors to negotiate with the other regarding potential amendments to the terms and conditions of this Agreement which might cause such Takeover Proposal to no longer constitute a Superior Proposal, and (2) following the end of such three Business Day period, such party’s board of directors determines in good faith, after taking into account any proposed amendments to the terms and conditions of this Agreement offered in writing to such party by the other in response to such notice or otherwise and after consultation with the Parent Financial Advisor or the Company Financial Advisor, as the case may be, and such party’s outside legal counsel, that the Superior Proposal giving rise to such notice continues to constitute a Superior Proposal and that the failure to take such action would continue to be inconsistent with the fiduciary and other duties of its directors (provided that any material amendment to the financial terms of such Superior Proposal shall not when acting require a new notice and shall not require such party to further comply with the requirements of this Section 5.4(d)(ii)); (iii) in the absence of a Takeover Proposal, withdraw, modify, qualify or purporting amend the Parent Board Recommendation or Company Board Recommendation, as the case may be, in a manner adverse to act as a Representative the other party, if and only if (x) the board of directors of such party determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary and other duties of its directors, and (y) such party provides the other with three (3) Business Days prior written notice of its board of directors’ intention to take such action, specifying in reasonable detail the reasons and basis therefor. (e) For the avoidance of doubt, nothing in this Agreement shall prohibit the board of directors of the Company from disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act (it being understood and agreed that any “stop-look-and-listen” communication by the Company has separate and independent obligations to Parent and Merger Sub in respect board of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee stockholders of the Company from taking any action whatsoever in such capacity; and (iiipursuant to Rule 14d-9(f) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect Exchange Act, or any similar communication to the stockholders of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithwith the commencement of a tender offer or exchange offer containing the substance of a “stop-look-and-listen” communication pursuant to Rule 14d-9(f), shall not be deemed to be a withdrawal, modification or amendment of the Company Board Recommendation); provided, that the Company shall not make any disclosure pursuant to Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act that would amount to a withdrawal, modification, qualification or amendment of the Company Board Recommendation other than pursuant to Section 5.4(d). (f) Notwithstanding anything in this agreement to the contrary, except with respect to a withdrawal, modification, qualification or amendment of the Company Board Recommendation or the Parent Board Recommendation (which shall be subject to this Section 5.4), nothing in this Agreement will prohibit either party from making disclosures to shareholders or otherwise that the board of directors of such party determines in good faith are required by applicable Laws.

No Solicitation. (a) Stockholder shall From and after the date of this Agreement until the Closing or termination of this Agreement pursuant to Article IX, Parent and its subsidiaries will not, and shall cause its Affiliates (other than the Company and nor will they authorize or permit any of the Acquired Companies) and its Representatives (their respective officers, directors, affiliates or employees or any investment banker, attorney or other than Representatives advisor or representative retained by any of Stockholder who are are also Representatives of the Company and who act them to, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiate, encourage, encourage or induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal(as hereinafter defined), (ii) participate in any discussions or negotiations regarding, or furnish any information regarding any of the Acquired Companies to any Person in connection person any non-public information with respect to, or in response take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person person with respect to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) except as set forth in Section 5.2(c), approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contract, agreement or commitment contemplating or otherwise relating to any Parent Acquisition Transaction. Proposal; provided, however, that prior to the approval of the Parent Stockholder Approval at the Parent Stockholders' Meeting, Parent may furnish nonpublic information regarding Parent and its subsidiaries to, or enter into discussions or negotiations with, any person or group who has submitted (band not withdrawn) Stockholder to Parent an unsolicited, written, bona fide Parent Acquisition Proposal that the Board of Directors of Parent reasonably concludes (after consultation with a financial advisor of national standing) may constitute a Superior Offer if (1) neither Parent nor any representative of Parent and its subsidiaries shall have violated any of the restrictions set forth in this Section 5.4, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the Board of Directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable law, (3) 36 hours prior to furnishing any such nonpublic information to, or entering into any such discussions with, such person or group, Parent gives VHA and UHC written notice of the identity of such person or group and all of the material terms and conditions of such Parent Acquisition Proposal and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such person or group, and Parent receives from such person or group an executed confidentiality agreement containing customary terms. Parent and its subsidiaries will immediately cease any and cause to be terminated any all existing (as of the date of this Agreement) solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties conducted heretofore with respect to any Parent Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by Stockholder any officer, director or employee of Parent or any of its Representatives with respect to subsidiaries or any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides forinvestment banker, attorney or could reasonably be expected to materially facilitate other advisor or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions representative of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is subsidiaries shall be deemed to be a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.5.4(a)

No Solicitation. During the period commencing on the date hereof and ending on the Termination Date, except for the matters set forth on Schedule 6.1(b): (a) Stockholder shall notNeither any Seller, any Acquired Company nor any of its or their respective Affiliates shall, and shall cause its Affiliates (other than the Company and any each of the Acquired Companies) and foregoing shall not allow any Person acting on its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicitdirectly or indirectly, continue, initiate, encourage, induce solicit or facilitate participate in discussions or negotiations with, or provide any nonpublic information to, any Person (other than the making, submission Buyer and its representatives in connection with the transactions contemplated by this Agreement or announcement the other Transaction Documents) concerning (i) any sale of assets of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition ProposalAcquired Company (other than in the ordinary course of its business and consistent with past practice), (ii) furnish any information regarding sale of any securities of any Acquired Company including, without limitation, the Acquired Companies to any Person in connection with Company Securities, the HUD Company Securities or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposalthe Casablanca Units, (iii) engage in discussions any other transaction including, without limitation, a merger, consolidation, recapitalization, liquidation or negotiations with similar transaction, directly involving any Person with respect to any Acquired Company (collectively, an “Acquisition Proposal, Transaction”) or (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent agreement, understanding or similar document or any Contract contemplating or otherwise relating arrangement with respect to an Acquisition Transaction. In addition to the foregoing, no Seller shall agree to engage in any Acquisition TransactionTransaction unless the terms thereof expressly exclude the Acquired Companies and the transactions contemplated by the Transaction Documents. Sellers shall advise their financial advisors of Sellers’ obligations pursuant to this Section 6.4 and instruct such advisors not to take any action in contravention hereof. (b) Stockholder Sellers shall, and each of them, shall immediately cease and cause each Acquired Company to, promptly communicate to be terminated the Buyer within three (3) Business Days following receipt the terms of any existing (as proposal that any of its officers, directors or Persons serving in similar capacities may receive after the date of this AgreementAgreement in respect of an Acquisition Transaction. Any notification under this Section 6.4(b) solicitationshall include the identity of each Person making such proposal, initiation, encouragement, activity, discussion or negotiation with the terms of such proposal and any parties conducted heretofore by Stockholder or any of its Representatives other information with respect to any Acquisition Proposalthereto as the Buyer may reasonably request. (c) Stockholder Sellers hereby agree that a monetary remedy for a breach of the agreements set forth in this Section 6.4 will be inadequate and impracticable, and that any such breach would cause the Buyer and its Affiliates irreparable harm. In the event of a breach of this Section 6.4, in addition to any other remedies available to the Buyer, without the requirement of posting any bond or other security, the Buyer shall not enter into be entitled to seek equitable remedies in a court of competent jurisdiction regarding this Section 6.4, including, without limitation, the equitable remedy of specific performance with respect to the provisions of this Section 6.4, and shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, as a court of competent jurisdiction shall determine with respect to any Contract with such breach of the agreements set forth in this Section 6.4; provided; however, that, in the event that the Buyer terminates this Agreement pursuant to Section 10.1(a)(iii), the Buyer’s sole and exclusive remedy in respect of such termination (including any Person that provides forbreach by Sellers, any Acquired Company or could reasonably any of their respective Affiliates of the agreements set forth in this Section 6.4) shall be expected to materially facilitate pursue an action against Sellers for Damages as provided in Section 10.2, and neither any Seller, any Acquired Company nor any of their respective Affiliates shall have any further obligations or is designed to facilitate, an Acquisition Proposalliabilities under this Agreement except as otherwise provided in Section 10.2. (d) Notwithstanding anything to For the contrary contained in this Agreement: (i) the provisions avoidance of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as doubt, any breach by a Stockholder of the Seller, any Acquired Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives their respective Affiliates of any provision of Section 6.4(a) that is not cured within five (A5) who is Business Days shall be deemed to be a member material breach of this Agreement and, for purposes of the Board exercise by the Buyer of Directors its termination rights pursuant to Section 10.1(a)(iii), after such cure period such breach shall be deemed incapable of the Company from exercising its fiduciary duties being cured prior to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithTermination Date.

No Solicitation. (a) During the Voting Period, (i) the Stockholder shall, and shall cause its respective officers and directors to, and the Stockholder shall instruct and use its reasonable best efforts to cause each of its controlled Affiliates and its and their Representatives (it being understood that, for purposes of this Section 3.2, the terms “Affiliates” and “Representatives” shall exclude the Company) to, immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, with any Persons or entities with respect to an Acquisition Proposal (other than Parent or any of its Affiliates or Representatives with respect to the transactions contemplated by the Merger Agreement), and (ii) the Stockholder shall not, and shall cause not authorize, and the Stockholder shall use its Affiliates (other than the Company and reasonable best efforts not to permit any of the Acquired Companies) and its controlled Affiliates or its or their Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly through another Person, (ia) initiate, seek, solicit, initiateknowingly facilitate, encourageknowingly encourage (including by way of furnishing any non-public information), or knowingly induce or facilitate the making, submission or announcement of any Acquisition Proposal or knowingly take any other action that could which would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iiib) engage in negotiations or discussions with, or negotiations with provide any non-public information or non-public data to, any Person with respect (other than Parent or any of its Affiliates or Representatives) relating to any Acquisition Proposal, (ivc) approveenter into any binding or non-binding letter of intent, endorse agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or recommend other agreement, commitment, arrangement or understanding contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal, (d) submit or cause to be submitted to the stockholders of the Company for their approval any Acquisition Proposal or (ve) enter into agree or announce an intention to do any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactionthe foregoing. (b) The Stockholder shall immediately cease agrees that it will promptly inform its Affiliates and cause to be terminated any existing (as its and its Affiliates’ Representatives of the date of obligations undertaken in this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition ProposalArticle III. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything herein to the contrary contained (including this Section 3.2), no Stockholder makes any agreement or understanding with respect to any action taken by the Stockholder or any Affiliate of the Stockholder in such Person’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder or such Affiliate holds such office), and nothing in this Agreement: (i) the provisions of this Section 2.3 apply solely to will limit or affect any actions or omissions taken by any the Stockholder when acting or such Affiliate in his or its capacity as such a Stockholder of the Company and not when acting director or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub officer, including in respect of the solicitation of Acquisition Proposals exercising rights under Section 4.3 of the Merger Agreement), and no such actions or omissions shall be deemed a breach of this Agreement; or (ii) none of the provisions of this Section 2.3 shall will be construed to prohibit, limit limit, or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company such Affiliate from exercising its fiduciary duties as an officer or director to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithstockholders.

No Solicitation. (a) Stockholder shall notEach of Homology and Q32 agrees that, and shall cause its Affiliates (other than during the Company and Pre-Closing Period, neither it nor any of the Acquired Companies) and its Subsidiaries shall, nor shall it or any of its Subsidiaries authorize any of its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly: (i) solicit, initiate, initiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any action otherwise inconsistent with past practice that could reasonably be expected to lead to an Acquisition ProposalProposal or Acquisition Inquiry, (ii) furnish any non-public information regarding any of the Acquired Companies such Party to any Person (other than Q32 or Homology) in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition ProposalInquiry, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition ProposalProposal or Acquisition Inquiry, (iv) approve, endorse or recommend any Acquisition Proposal or (subject to Section 5.9), (v) execute or enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition TransactionTransaction or (vi) publicly propose to do any of the foregoing; provided, however, that, notwithstanding anything contained in this Section 5.3(a) and subject to compliance with this Section 5.3(a), prior to the approval of this Agreement by Homology’s stockholders (i.e., the Required Homology Stockholder Vote), Homology may furnish non-public information regarding Homology and its Subsidiaries to, and enter into discussions or negotiations with, any Person in response to a bona fide written Acquisition Proposal by Homology which the Homology Board determines in good faith, after consultation with Homology’s financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (and is not withdrawn) if: (A) neither Homology nor any Representative of Homology shall have breached this Section 5.3(a) in any material respect, (B) the Homology Board concludes in good faith based on the advice of outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the Homology Board under applicable Law, (C) as promptly as possible after (and in any event within forty-eight hours of) initially furnishing any such non-public information to, or entering into discussions with, such Person, Homology gives Q32 written notice of the identity of such Person to Q32, and of Homology’s intention to furnish non-public information to, or enter into discussions with, such Person, (D) Homology receives from such Person an executed Acceptable Confidentiality Agreement and (E) as promptly as possible after (and in any event within forty-eight hours of) furnishing any such non-public information to such Person, Homology furnishes such non-public information to Q32 (to the extent such information has not been previously furnished by Homology to Q32). Notwithstanding anything to the contrary set forth in this Agreement, Homology and its Representatives may, in any event (without the Homology Board having to make a determination in clause (B) of the preceding sentence), contact any person to (i) seek to clarify and understand the terms and conditions of any Acquisition Proposal made by such Person solely to determine whether such Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Offer and (ii) inform such Person that has made or, to the knowledge of Homology is considering making an Acquisition Proposal. Without limiting the generality of the foregoing, Homology acknowledges and agrees that, in the event any Representative of Homology takes any action that, if taken by Homology, would constitute a breach of this Section 5.3(a) by Homology, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 5.3(a) by Homology for purposes of this Agreement. (b) Stockholder If any Party or any Representative of such Party receives an Acquisition Proposal or Acquisition Inquiry at any time during the Pre-Closing Period, then such Party shall promptly (and in no event later than one Business Day after such Party becomes aware of such Acquisition Proposal or Acquisition Inquiry) advise the other Party orally and in writing of such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry, and provide a copy of the Acquisition Proposal or Acquisition Inquiry, of if the Acquisition Proposal or Acquisition Inquiry is not written, the terms thereof). Such Party shall keep the other Party reasonably informed with respect to the status and terms of any such Acquisition Proposal or Acquisition Inquiry and any material modification or material proposed modification thereto. In addition to the foregoing, each Party shall provide the other Party with at least forty-eight hours written notice of a meeting of its board of directors (or any committee thereof) at which its board of directors (or any committee thereof) is reasonably expected to consider an Acquisition Proposal or Acquisition Inquiry it has received. (c) Each Party shall immediately cease and cause to be terminated any existing (discussions, negotiations and communications with any Person that relate to any Acquisition Proposal or Acquisition Inquiry as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion Agreement and request the destruction or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect return of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have non-public information provided advice or assistance to the Company in connection therewithsuch Person.

No Solicitation. (a) Stockholder From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement pursuant to Section 7, Target and each Target Subsidiary shall not, and shall cause its Affiliates (other than the Company and not permit any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act directors, officers, employees or purport to act on behalf of the Company) not agents to, directly or indirectly: (i) solicit, initiate, encourage, knowingly encourage or induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Target Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish any information regarding any of the Acquired Companies to any Person in connection person any nonpublic information with respect to, or in response take any other action to an Acquisition Proposal knowingly facilitate any inquiries or an inquiry the making of any proposal that constitutes or indication of interest that could may reasonably be expected to lead to an to, any Target Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Target Acquisition Proposal Proposal, or (viv) enter into any letter of intent or similar document or any Contract contract agreement or commitment contemplating or otherwise relating to any Target Acquisition Transaction (as defined below); provided, however, that prior to the adoption of this Agreement by the required vote of Target's stockholders, nothing in this Section 5.7(a) or elsewhere in this Agreement shall prohibit Target or any of the Target Subsidiaries' officers, directors, employees or agents from furnishing nonpublic information regarding Target and the Target Subsidiaries to, entering into a confidentiality agreement with or entering into discussions or negotiations with, any person in response to a Target Superior Offer, but only if (A) neither Target nor any representative of Target or a Target Subsidiary shall have violated any of the restrictions set forth in this Section 5.7(a) in a manner which resulted in the making, submission or announcement of the Target Superior Offer, (B) prior to furnishing any such nonpublic information to such person, Target and the Target Board of Directors gives Acquiror notice of Target's intention to furnish nonpublic information to such person, and (C) contemporaneously with furnishing any such nonpublic information to such person, Target furnishes such nonpublic information to Acquiror (to the extent such nonpublic information has not been previously furnished by Target to Acquiror). Target and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Target Acquisition Proposal. In addition to the foregoing: (1) Target shall as promptly as practicable advise Acquiror orally and in writing of any request for nonpublic information that Target reasonably believes would lead to a Target Acquisition Proposal, or any inquiry with respect to, or which Target reasonably believes would lead to, any Target Acquisition Proposal, and (2) Target shall provide Acquiror with at least the same notice as provided to the members of the Target Board of Directors of any meeting of the Target Board of Directors at which the Target Board of Directors is reasonably expected to consider a Target Acquisition Proposal or Target Superior Offer or to approve, endorse or recommend a Target Superior Offer to its stockholders. For purposes of this Agreement, "Target Acquisition Proposal" shall mean --------------------------- any offer or proposal (other than an offer or proposal by Acquiror or any of its affiliates) providing for any Target Acquisition Transaction. For the purposes of this Agreement, "Target Acquisition Transaction" shall mean any transaction ------------------------------ or series of related transactions (other than with Acquiror or any of its affiliates) involving: (A) any acquisition or purchase from Target by any person of more than a twenty percent (20%) interest in the total outstanding voting securities of Target or any tender offer or exchange offer that, if consummated, would result in any person beneficially owning more than twenty percent (20%) of the total outstanding voting securities of Target or any merger, consolidation, business combination or similar transaction involving Target pursuant to which the stockholders of Target immediately preceding such transaction would hold less than eighty percent (80%) of the equity interests in the surviving or resulting entity of such transaction, (B) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of assets representing in excess of fifty percent (50%) of the fair market value of Target's business immediately prior to such sale, lease, exchange, transfer, license, acquisition or disposition, or (C) any liquidation or dissolution of Target. (b) Stockholder shall immediately cease From and cause to be terminated any existing (as of after the date of this AgreementAgreement until the earlier of the Effective Time or termination of this Agreement pursuant to Section 7, Acquiror and each of its Subsidiaries shall not, and shall not permit any of its directors, officers, employees or agents to, directly or indirectly: (i) solicitationsolicit, initiationinitiate, encouragementknowingly encourage or induce the making, activitysubmission or announcement of any Acquiror Acquisition Proposal, discussion (ii) participate in any discussions or negotiation negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes or that may reasonably be expected to lead to, any Acquiror Acquisition Proposal, (iii) approve, endorse or recommend any Acquiror Acquisition Proposal, or (iv) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquiror Acquisition Transaction (as defined below); provided, however, that prior to the adoption of this Agreement by the required vote of Acquiror's stockholders, nothing in this Section 5.7(b) or elsewhere in this Agreement shall prohibit Acquiror or any of its Subsidiaries' officers, directors, employees or agents from furnishing nonpublic information regarding Acquiror and its Subsidiaries to, entering into a confidentiality agreement with or entering into discussions or negotiations with, any person in response to an Acquiror Superior Offer (as defined in Section 5.8(c) below), but only if (A) neither Acquiror nor any representative of Acquiror or a Subsidiary shall have violated any of the restrictions set forth in this Section 5.7(b) in a manner which resulted in the making, submission or announcement of the Acquiror Superior Offer, (B) prior to furnishing any such nonpublic information to such person, Acquiror and the Acquiror Board of Directors gives Target notice of Acquiror's intention to furnish nonpublic information to such person, and (C) contemporaneously with furnishing any such nonpublic information to such person, Acquiror furnishes such nonpublic information to Target (to the extent such nonpublic information has not been previously furnished by Acquiror to Target). Acquiror and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquiror Acquisition Proposal. In addition to the foregoing: (1) Acquiror shall as promptly as practicable advise Target orally and in writing of any request for nonpublic information that Acquiror reasonably believes would lead to an Acquiror Acquisition Proposal, or any inquiry with respect to, or which Acquiror reasonably believes would lead to, any Acquiror Acquisition Proposal, and (2) Acquiror shall provide Target with at least the same notice as provided to the members of the Acquiror Board of Directors of any meeting of the Acquiror Board of Directors at which the Acquiror Board of Directors is reasonably expected to consider an Acquiror Acquisition Proposal or Acquiror Superior Offer or to approve, endorse or recommend a Acquiror Superior Offer to its stockholders. For purposes of this Agreement, "Acquiror Acquisition Proposal" shall mean ----------------------------- any offer or proposal (other than an offer or proposal by Stockholder Target or any of its Representatives affiliates) providing for any Acquiror Acquisition Transaction. For the purposes of this Agreement, "Acquiror Acquisition Transaction" shall mean any transaction -------------------------------- or series of related transactions (other than with respect Acquiror or any of its affiliates) involving: (A) any acquisition or purchase from Acquiror by any person of more than a fifty percent (50%) interest in the total outstanding voting securities of Acquiror or any tender offer or exchange offer that, if consummated, would result in any person beneficially owning more than fifty percent (50%) of the total outstanding voting securities of Acquiror or any merger, consolidation, business combination or similar transaction involving Acquiror pursuant to which the stockholders of Acquiror immediately preceding such transaction would hold less than fifty percent (50%) of the equity interests in the surviving or resulting entity of such transaction, (B) any Acquisition Proposalsale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of assets representing in excess of fifty percent (50%) of the fair market value of Acquiror's business immediately prior to such sale, lease, exchange, transfer, license, acquisition or disposition, or (C) any liquidation or dissolution of Acquiror. (c) Stockholder Nothing contained in this Section 5.7 or elsewhere in this Agreement shall not enter into prohibit (i) Target or its Board of Directors from complying with Rule 14d-9 or 14e-2 under the Exchange Act or from furnishing a copy or excerpts of this Agreement to any Contract person that makes a Target Acquisition Proposal or that makes an inquiry that could lead to a Target Acquisition Proposal or (ii) Acquiror or its Board of Directors from complying with Rule 14d-9 or 14e-2 under the Exchange Act or from furnishing a copy or excerpts of this Agreement to any Person person that provides for, makes an Acquiror Acquisition Proposal or that makes an inquiry that could reasonably be expected lead to materially facilitate or is designed to facilitate, an Acquiror Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder The Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and instruct its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly: (ia) solicit, initiate, encourage, initiate propose or induce or facilitate the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (b) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives) 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 take with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any action proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (iic) furnish any information regarding any of the Acquired Companies to any Person in connection with participate or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any third Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to the making of an Acquisition Proposal, (ivd) approveenter into any Contract or other agreement or understanding (written or oral, endorse binding or recommend any non-binding, preliminary or definitive) relating to an Acquisition Proposal or (ve) enter into propose, authorize or commit to do any letter of intent the foregoing; provided, that the foregoing restrictions shall not prohibit the Stockholder from responding to an inquiry, proposal or similar document offer solely to (x) notify the applicable Person or Group of the existence of the provisions of this Section 4.5 and (y) refer the applicable Person or Group to the Company with respect to such inquiry, proposal or offer. The Stockholder shall, and shall instruct its Representatives to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Merger Sub, or any Contract contemplating designees of Parent or otherwise relating to any Acquisition Transaction. (bMerger Sub) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person inquiry, proposal or offer pending on the date hereof that provides forconstitutes, or could reasonably be expected is intended to materially facilitate or is designed to facilitatelead to, an Acquisition Proposal. (db) Notwithstanding anything to From and after the contrary contained in execution and delivery of this Agreement: (i) the provisions of this Section 2.3 apply solely to , the Stockholder when acting shall promptly (and in his or its capacity as a Stockholder any event within twenty-four (24) hours following the time of receipt) advise Parent in writing in the Company and not when acting or purporting to act as a Representative of the Company (event that it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Affiliates, any of its or its Affiliates’ officers, directors or employees or, to the Stockholder’s knowledge, any of its or its Affiliates’ Representatives receives any Acquisition Proposal, and in connection with such notice, provide to Parent the material terms and conditions (A) who is a member including the identity of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking third Party making any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect Acquisition Proposal, copies of any documentation, including copies of any related financing commitments and fee letters, and a written summary of any oral proposals) of any such Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithProposal.

No Solicitation. (a) Subject to the provisions of Section 5.2, during the Term, the Stockholder agrees that it shall, and shall use reasonable best efforts to cause each of its Affiliates and Representatives (to the extent that any such Representative is acting on behalf of the Stockholder): (i) to immediately cease and cause to be terminated any solicitation, knowing encouragement, discussions or negotiations with any Persons (other than Parent and its Subsidiaries (including US Holdco and Merger Sub) and their respective Representatives) that may be ongoing with respect to an Acquisition Proposal and (ii) not to, directly or indirectly, (A) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any information in connection with or for the purpose of soliciting, initiating, knowingly encouraging or knowingly facilitating, an Acquisition Proposal. The Stockholder shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) Subsidiaries not to, (i) solicitrelease any third party from, initiateor waive, encourageamend or modify any provision of, induce or facilitate the makinggrant permission under, submission or announcement of knowingly fail to enforce, any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection confidentiality obligations with or in response respect to an Acquisition Proposal or an inquiry similar matter or indication any standstill provision in any agreement to which such Stockholder or any of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions its Subsidiaries is a party. None of such Stockholder or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) its Subsidiaries shall enter into any letter of intent confidentiality agreement or similar document other agreement subsequent to the date hereof which prohibits such Stockholder or any Contract contemplating of its Subsidiaries from (x) providing to Parent or any of its Affiliates or Representatives the information required to be provided pursuant to this Section 4.3 or (y) otherwise relating to any Acquisition Transactioncomplying with this Section 4.3. (b) The Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained solely in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder stockholder of the Company Company) shall, as promptly as practicable (and not when acting or purporting to act as a Representative of in any event within 24 hours after receipt), notify (orally and in writing) Parent in the Company (it being understood event that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the such Stockholder or any of its Representatives (A) who to the extent that any such Representative is a member acting on behalf of the Board of Directors of the Company from exercising its fiduciary duties Stockholder) receives an Acquisition Proposal or a request for information relating to the Company or its Subsidiaries that constitutes, contemplates or would reasonably be expected to result in an Acquisition Proposal, including summarizing in reasonable detail the nature, terms and conditions thereof. The Stockholder shall keep Parent reasonably informed, on a reasonably current basis, as to the status of (including any material developments, discussions or negotiations) such Acquisition Proposal received by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever such Stockholder in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder shall notExcept as provided in Section 5.3(c), each of NPS and shall cause Enzon agrees that neither it nor any of its Affiliates (other than the Company and Subsidiaries nor any of the Acquired Companies) officers and directors of it or its Subsidiaries shall, and that it shall use commercially reasonable efforts to cause its and its Representatives Subsidiaries' Employees, agents and representatives (other than Representatives including any investment banker, attorney or accountant retained by it or any of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Companyits Subsidiaries) not to (and shall not authorize any of them to, ) directly or indirectly: (i) solicit, initiate, encourage, knowingly facilitate or induce any inquiry with respect to, or facilitate the making, submission or announcement of of, any Acquisition Proposal with respect to itself, (ii) furnish to any Person any nonpublic information or take any other action to facilitate any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposalto, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected with respect to lead to an Acquisition Proposalitself, (iii) participate or engage in discussions or negotiations with any Person with respect to any Acquisition ProposalProposal with respect to itself, or the making of any proposal that constitutes or could reasonably be expected to lead to any Acquisition Proposal with respect to itself, (iv) approve, endorse or recommend any Acquisition Proposal with respect to itself (except to the extent specifically permitted pursuant to the terms of Section 5.3(d) hereof), or (v) enter into any letter of intent intent, agreement in principal or similar document agreement or any Contract contemplating or otherwise relating to any Acquisition Transaction. Proposal or transaction contemplated thereby with respect to itself (b) Stockholder shall other than a confidentiality agreement referred to in Section 5.3(c)(i)). NPS and Enzon, as the case may be, and their respective Subsidiaries will each immediately cease any and cause to be terminated any all existing (as of the date of this Agreement) solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any third parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into Proposal with respect to itself or any Contract with any Person transaction that provides for, or could reasonably be expected to materially facilitate or is designed lead to facilitate, an Acquisition ProposalProposal with respect to itself. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder Subject to Section 7, each Securityholder, solely in its capacity as such, shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) Subsidiaries and its and its Subsidiaries’ directors and officers to not, and shall use its reasonable best efforts to cause its Affiliates and Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly: (ia) solicit, initiate, encourageknowingly induce, induce knowingly encourage or knowingly facilitate (including by way of granting a waiver under Section 203 of the makingDGCL), submission any inquiries or announcement the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Parent Acquisition Proposal; (b) participate in any discussions or negotiations or cooperate in any way with any Person regarding any proposal or offer the consummation of which would constitute a Parent Acquisition Proposal; (c) provide any information or data concerning Parent or any of its Subsidiaries to any Person in connection with any proposal the consummation of which would constitute a Parent Acquisition Proposal or take for the purpose of soliciting, initiating, inducing, encouraging or facilitating a Parent Acquisition Proposal; (d) enter into any action binding or nonbinding letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement with respect to a Parent Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an a Parent Acquisition Proposal; (e) adopt, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse approve or recommend or make any Acquisition Proposal public statement approving or (v) enter into recommending any letter of intent inquiry, proposal or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person offer that provides forconstitutes, or could reasonably be expected to materially facilitate lead to, a Parent Acquisition Proposal (including by approving any transaction, or is designed approving any Person becoming an “interested stockholder,” for purposes of Section 203 of the DGCL); (f) take any action to facilitate, an Acquisition Proposal. exempt any Person (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of other than the Company and not when acting its Subsidiaries) from the restriction on “business combinations” or purporting any similar provision contained in applicable takeover laws or the Parent Charter or the Parent Bylaws; or (g) resolve, publicly propose or agree to act as a Representative do any of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithforegoing.

No Solicitation. (a) Stockholder The Company shall not, and shall cause its Affiliates (other than the Company and directly or indirectly, through any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives officer, director, employee, representative or agent of the Company and who act or purport to act on behalf any of the Company) not toits subsidiaries, (i) solicit, initiateinitiate or encourage any inquiries or proposals regarding any merger, encouragesale of substantial assets, induce sale of more than 1% of the outstanding shares of capital stock (including without limitation by way of a tender offer) or facilitate similar transactions involving the making, submission Company other than the Merger (any of the foregoing inquiries or announcement of any Acquisition Proposal or take any action that could reasonably be expected proposals being referred to lead to herein as an Acquisition Proposal"ACQUISITION PROPOSAL"), (ii) furnish engage in negotiations or discussions concerning, or provide any nonpublic information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposalperson relating to, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (viii) enter into any letter of intent agree to, approve or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to recommend any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary . Nothing contained in this Agreement: (iSection 4.2(a) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of prevent the Board of Directors of the Company from exercising considering, negotiating, discussing, approving and recommending to the stockholders of the Company a bona fide Acquisition Proposal not solicited in violation of this Agreement, provided the Board of Directors of the Company determines in good faith that it is required to do so in order to discharge properly its fiduciary duties to duties. Nothing contained in this Section 4.2 shall prohibit the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee Board of Directors of the Company from taking any action whatsoever in such capacity; and complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer. (iiib) no action taken by Unless otherwise required under the applicable fiduciary duties of the directors of the Company, the Company in compliance with the covenants of the Merger Agreement in respect shall promptly notify Parent after receipt of any Acquisition Proposal, 33 39 or any material modification of or amendment to any Acquisition Proposal. Such notice to Parent shall indicate the name of the person making such Acquisition Proposal, the terms and conditions of such Acquisition Proposal, and whether the Company is providing or intends to provide the person making the Acquisition Proposal with access to information concerning the Company as provided in Section 4.2(c), and the Company shall serve furnish Parent with copies of any written Acquisition Proposal and the contents of any communications in response thereto. The Company shall not waive any provisions of any "standstill" agreements between the Company and any party, except to the extent that such waiver is, as advised by counsel, required by the basis fiduciary duties of the directors of the Company. (c) If the Board of Directors of the Company receives a claim request for nonpublic information by a person who makes, or indicates that it is considering making, a bona fide Acquisition Proposal, and the Stockholder Board of Directors determines in good faith that it is required to cause the Company to act as provided in breach of its obligations under this Section 2.3 notwithstanding 4.2(c) in order to discharge properly the fact that directors' fiduciary duties, then, provided such person has executed a confidentiality agreement with the Stockholder or its Representatives have provided advice or assistance to Company, the Company in connection therewithmay provide such person with access to information regarding the Company.

No Solicitation. (a) Stockholder Company shall not, and shall cause its Affiliates (other than the directly or indirectly through any officer, director, employee, representative or agent of Company and or any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, Subsidiaries (i) solicit, initiateinitiate or encourage the initiation of any inquiries or proposals regarding any merger, encouragesale of substantial assets, induce sale of share of capital stock (including without limitation by way of a tender offer) or facilitate similar transactions involving Company or any Subsidiaries of Company other than the makingMerger (any of the foregoing inquiries or proposals being referred to herein as an "Acquisition Proposal"), submission (ii) engage in negotiations or announcement of discussions concerning, or provide any nonpublic information to any person relating to, any Acquisition Proposal or take (iii) agree to, approve or recommend any action Acquisition Proposal. Nothing contained in this Section 4.8(a) shall prevent the Board of Directors of Company from considering, discussing, or providing any nonpublic information to any person relating to, a bona fide Acquisition Proposal not solicited in violation of this Agreement, provided the Board of Directors of Company determines in good faith (upon advice of outside counsel) that could reasonably be expected it is required to lead do so in order to an discharge properly its fiduciary duties. Nothing contained in this Section 4.8(a) shall prohibit the Board of Directors of Company from complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer. (b) Company shall immediately notify Childs and Acquiror Parent after receipt of any Acquisition Proposal, (ii) furnish or any information regarding any modification of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect amendments to any Acquisition Proposal, (iv) approve, endorse or recommend any request for nonpublic information relating to Company or any of its Subsidiaries in connection with an Acquisition Proposal or (v) enter into any letter for access to the properties, books or records of intent or similar document Company or any Contract contemplating Subsidiary by any person or otherwise relating entity that informs the Board of Directors of Company or such Subsidiary that it is considering making, or has made, an Acquisition Proposal. Such notice to any Childs and Acquiror Parent shall be made orally and in writing, and shall indicate whether Company is providing or intends to provide the person making the Acquisition TransactionProposal with access to information concerning Company as provided in Section 4.8(c). (bc) Stockholder If the Board of Directors of Company receives a request for material nonpublic information by a person who makes, or indicates that it is considering making, a bona fide Acquisition Proposal, and the Board of Directors determines in good faith and upon the advice of outside counsel that it is required to cause Company to act as provided in this Section 4.8(c) in order to discharge properly the directors' fiduciary duties, then, provided such person has executed a confidentiality agreement substantially similar to the one then in effect between Company and Childs and Acquiror, Company may provide such person with access to information regarding Company. (d) Company shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties persons (other than Childs, Acquiror Parent and Acquiror) conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposalof the foregoing. Company agrees not release any third party from the confidentiality and standstill provisions of any confidentiality agreement to which Company is a party. (ce) Stockholder Company shall not enter into ensure that the officers, directors and employees its Subsidiaries and any Contract with any Person that provides for, investment banker or could reasonably be expected to materially facilitate other advisor or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to representative retained by Company are aware of the contrary contained restrictions described in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith4.8.

No Solicitation. (a) Stockholder From and after the date of this Agreement until the Effective Time or the termination of this Agreement in accordance with its terms, Extensity shall not, and nor shall cause its Affiliates (it authorize or permit any Extensity Sub or any officer, director, affiliate or employee of Extensity or any Extensity Sub, or any investment banker, attorney or other than the Company and advisor or representative retained by any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not them to, directly or indirectly: (i) solicit, initiate, encouragenegotiate, encourage or induce or facilitate the making, submission or announcement of any Extensity Acquisition Proposal or take any action that or omit to take any action, the taking or omission of which could reasonably be expected to lead to an Extensity Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish any information regarding any of the Acquired Companies to any Person in connection any non-public information with respect to, or in response take any other action to an Acquisition Proposal facilitate any inquiries or an inquiry the making of any proposal that constitutes or indication of interest that could may reasonably be expected to lead to an to, any Extensity Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Extensity Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Extensity Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contract, agreement or commitment contemplating or otherwise relating to any Extensity Acquisition Transaction. (b. Notwithstanding anything to the contrary in this Subsection 6.2(a) Stockholder shall immediately cease or in any other provision of this Agreement, Extensity and cause its board of directors may participate in discussions or negotiations with or furnish information to be terminated any existing (as of Person that, after the date of this Agreement, makes an unsolicited Extensity Acquisition Proposal (an "Extensity Potential Acquiror") solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore approve an unsolicited Extensity Acquisition Proposal if Extensity's board of directors is advised by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood financial advisor that the Company Extensity Potential Acquiror submitting the Extensity Acquisition Proposal (if that proposal includes a cash component) presently has separate the financial resources to complete that Extensity Acquisition Proposal and independent obligations to Parent and Merger Sub the board determines in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives good faith (A) who is a member of the Board of Directors of the Company after receiving advice from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who financial advisor, that such Extensity Acquisition Proposal is an officer or employee of the Company from taking any action whatsoever Extensity Superior Offer (as defined in such capacity; and (iiiSubsection 6.4(c)) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.and

No Solicitation. (a) Stockholder shall not, and shall cause its Affiliates (other than the The Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated terminate any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties Persons conducted heretofore by Stockholder the Company or any of its Representatives (as hereafter defined) with respect to any proposed, potential or contemplated Acquisition Proposal (as hereafter defined). (b) From and after the date of this Agreement, without the prior written consent of Parent, the Company will not, will not authorize, and shall use its reasonable best efforts to cause all of its officers, directors, employees, financial advisors, agents or representatives (each a "Representative") not to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal from any Person (a "Third Party"), or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal. (c) Notwithstanding the provisions of Section 6.2(b) above, at any time prior to obtaining the Company Stockholder shall Approval as contemplated by Section 6.3 hereof, the Company may, in response to an unsolicited written offer or proposal with respect to a potential or proposed Acquisition Proposal (that does not enter into any Contract with any Person that provides forviolate Sections 6.2(a) or (b)) engage in negotiations or discussions with, or provide information or data to, any Third Party relating to any Acquisition Proposal if the Company's Board of Directors determines in good faith, upon advice from outside legal counsel to the Company, that such Acquisition Proposal constitutes a Superior Proposal and such action is required to comply with its fiduciary duties under applicable law. Subject to all of the foregoing requirements, the Company will immediately notify Parent orally and in writing if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information is requested by any Third Party with respect to any Acquisition Proposal or which could reasonably be expected lead to materially facilitate an Acquisition Proposal and immediately notify Parent of all material terms of any Acquisition Proposal, including the identity of the Third Party making the Acquisition Proposal or is designed the request for information, if known, and thereafter shall inform Parent on a timely, ongoing basis of the status and content of any discussions or negotiations with a Third Party, including immediately reporting any changes to facilitate, an the terms and conditions of the Acquisition Proposal. (d) Notwithstanding anything to In the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of event the Board of Directors of the Company has determined that any Acquisition Proposal constitutes a Superior Proposal (as determined in accordance with Section 6.2(c)), (i) the Company shall promptly notify the Parent thereof and (ii) for a period of five days after delivery of such notice, the Company and its Representatives, if requested by Parent, shall negotiate in good faith with Parent to make such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with the Merger on such adjusted terms. After such five day period, the Board of Directors of the Company may then (and only then) withdraw or modify its approval or recommendation of the Merger and this Agreement and recommend such Superior Proposal. (e) The Company agrees not to release any Third Party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made, or who may reasonably be considered likely to make, an Acquisition Proposal or who the Company or any of its Representatives have had discussions with regarding a proposed, potential or contemplated Company Acquisition Transaction unless the Company's Board of Directors shall conclude, in good faith, that such action will lead to a Superior Proposal and that, after receiving advice from exercising outside legal counsel to the Company, such action is required for the Board of Directors to comply with its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or under applicable law. (Bf) who is an officer or employee For purposes of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.Agreement:

No Solicitation. (a) Stockholder shall notPrior to the Termination Date, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) ▇▇▇▇▇▇▇ agrees not to, directly or indirectly, (i) solicit, initiate, encourage, induce initiate or knowingly encourage or facilitate any inquiry, proposal, or offer which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish or receive to or from any Person (other than the makingCompany, submission Merger Sub, the Company’s Affiliates and their respective Representatives) any nonpublic information relating to the Acquiror or announcement its Subsidiaries, in connection with any Acquisition Proposal, (iii) approve or recommend, or make any public statement approving or recommending an Acquisition Proposal, (iv) enter into any letter of intent, merger agreement or similar agreement providing for an Acquisition Proposal, (v) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to voting of Acquiror capital stock intending to facilitate any Acquisition Proposal or take cause any holder of shares of Acquiror capital stock not to vote to adopt the Merger Agreement and approve the Merger and the other Transactions, (vi) become a member of a “group” (as such term is defined in Section 13(d) of the Exchange Act) with respect to any voting securities of Acquiror that takes any action in support of an Acquisition Proposal or (vii) otherwise resolve or agree to do any of the foregoing. Sponsor shall promptly (and in any event within 48 hours) notify the Company after receipt by Sponsor of any Acquisition Proposal, any inquiry or proposal that could would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish Proposal or any inquiry or request for nonpublic information regarding any of relating to the Acquired Companies to Acquiror or its Subsidiaries by any Person in connection with who has made or in response to an Acquisition Proposal or an inquiry or indication of interest that could would reasonably be expected to lead to make an Acquisition Proposal. Thereafter, Sponsor shall keep the Company reasonably informed, on a prompt basis (iii) engage and in discussions any event within 48 hours), regarding any material changes in the status and material terms of any such proposal or negotiations with any Person with respect to any Acquisition Proposaloffer. Sponsor agrees that, (iv) approvefollowing the date hereof, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder it and its Representatives shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitationactivities, initiationsolicitations, encouragement, activity, discussion discussions or negotiation negotiations by Sponsor or its Representatives with any parties conducted heretofore by Stockholder or any of its Representatives prior to the date hereof with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) . Notwithstanding anything contained herein to the contrary contained in this Agreement: contrary, (i) Sponsor shall not be responsible for the provisions actions of Acquiror or its board of directors (or any committee thereof), any Subsidiary of Acquiror, or any officers, directors (in their capacities as such), employees, professional advisors of any of the foregoing (the “Acquiror Related Parties”), including with respect to any of the matters contemplated by this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); 4.3, (ii) none Sponsor does not make any representations or warranties with respect to the action of any of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; Acquiror Related Parties and (iii) no action taken any breach by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach Acquiror of its obligations under the Merger Agreement shall not be considered a breach of this Section 2.3 notwithstanding 4.3 (for the fact that avoidance of doubt, it being understood the Stockholder Sponsor shall remain responsible for any breach by it or its Representatives have provided advice or assistance to the Company in connection therewith(other than any such Representative that is an Acquiror Related Party) of this Section 4.3.

No Solicitation. (a) Stockholder shall notThe Contributors shall, and shall cause the Contributed Companies to, effective upon the execution hereof, terminate any discussions or negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, any Other Bid, and shall promptly after the execution hereof request each Person that has executed a confidentiality agreement in connection with its Affiliates (other than consideration of acquiring any Contributed Company or Subsidiary thereof or substantially all the business or assets of any Contributed Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport Subsidiary thereof to act return all confidential information furnished to such Person by or on behalf of any Contributed Company or Subsidiary thereof. None of the Company) not Contributors shall, nor shall any Contributor authorize or permit any Contributed Company or Subsidiary thereof or any of their Representatives to, : (i) solicit, initiateinitiate or encourage any Other Bid; (ii) enter into any Contract with respect to any Other Bid; or (iii) participate in any discussions or negotiations regarding, encourageor furnish to any Person any information with respect to, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any other action intended to facilitate, any inquiries or the making of any proposal that could constitutes, or may reasonably be expected to lead to an Acquisition Proposalto, (ii) furnish any information regarding Other Bid. The Contributors shall promptly advise PEGC I OP orally and in writing of any Other Bid and the identity of the Acquired Companies to Person making any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactionsuch Other Bid. (b) Stockholder PEGC I shall, and shall immediately cease cause PEGC I OP and cause to be terminated any existing (as of its Subsidiaries to, effective upon the date of this Agreement) solicitationexecution hereof, initiationnot directly or indirectly, encouragementhire, activitysolicit the employment of, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract a contract with or otherwise solicit, entice, induce, cause or encourage any Person that provides forother than NTR I LLC and P▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, or could reasonably be expected Ltd. to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to provide the contrary contained in this Agreement: services provided under (i) the provisions Advisory Agreement, by and among PEGC I, PEGC I OP and NTR I LLC, dated as of this Section 2.3 apply solely to December 3, 2014, as amended (the Stockholder when acting in his or its capacity as a Stockholder of the Company “PEGC I Advisory Agreement”) and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none the Amended and Restated Property Management, Leasing and Construction Management Agreement, by and among PEGC I, PEGC I OP and P▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Ltd., dated as of June 1, 2014, as amended (the provisions of this Section 2.3 shall be construed to prohibit, limit “PEGC I Property Management Agreement”) or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking take any other action whatsoever in his capacity as a director or (B) who is an officer or employee to cause the termination of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger PEGC I Advisory Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithPEGC I Property Management Agreement.

No Solicitation. The Stockholder Parent and its Subsidiaries shall, and the Stockholder Parent shall instruct and cause its and its Subsidiaries’ Representatives to, cease immediately any existing discussions or negotiations regarding any proposal or offer, in a single transaction or series of related transactions for an Alternative Proposal or for the acquisition of beneficial ownership of any Shares (a) each, a “Stockholder shall Alternative Proposal”). The Stockholder Parent will not, and shall the Stockholder Parent will cause its Affiliates (other than the Company and any of the Acquired Companies) and its Subsidiaries’ Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 4.1, directly or indirectly (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement knowingly encourage (including by way of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any furnishing non-public information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder Company or any of its Representatives with respect to Subsidiaries) or facilitate, any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with inquiries, proposals or offers from any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than the Parent and its Subsidiaries) that provides forconstitute, or could reasonably be expected to materially facilitate result in a Stockholder Alternative Proposal, or is designed (ii) engage or participate in any discussions (other than to facilitate, an Acquisition Proposal. (d) Notwithstanding anything state that they are not permitted to the contrary contained in have discussions and to refer to this Agreement: ) or negotiations (iincluding by way of furnishing non-public information regarding the Company or any of its Subsidiaries) the provisions relating to, or which would reasonably be likely to lead to, any Stockholder Alternative Proposal. Solely for purposes of this Section 2.3 apply solely 3.3, neither the Company nor its direct or indirect Subsidiaries shall be deemed to be a Subsidiary of the Stockholder when acting in his Parent or its capacity as a Stockholder of the Company Stockholder, and not when acting or purporting to act as a any Representative of the Company (it being understood that the Company has separate and independent obligations in their capacities as such) shall be deemed not to Parent and Merger Sub in respect be a Representative of the solicitation of Acquisition Proposals under Section 4.3 of Stockholder Parent or the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithStockholder.

No Solicitation. (a) Stockholder Shareholder agrees that, during the Effective Period, Shareholder shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act directly or purport to act on behalf of the Company) not to, indirectly,: (i) solicit, initiate, encourage, induce knowingly facilitate or facilitate knowingly encourage the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, Inquiry; (ii) furnish any nonpublic information regarding any of the Acquired Companies Company to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, Inquiry; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, Proposal or Acquisition Inquiry (other than to indicate to such Person that the Shareholder is subject to the restrictions set forth in this Section 7); (iv) approve, endorse endorse, or recommend any Acquisition Proposal or Acquisition Inquiry; or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder . Shareholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract discussions with any Person that provides forrelate to any Acquisition Proposal or Acquisition Inquiry. Notwithstanding the foregoing, at any time following: (A) the time on the date of any change described in clauses “(A)” through “(F)” of Section 1.2(c) of the Master Agreement, in each case that is not consented to in writing by Shareholder in Shareholder’s sole discretion; (B) the modification or could reasonably termination for any reason of the Interpark Agreement to Tender; or (C) the withdrawal or modification of the Company Board Recommendation in response to a Superior Offer or the recommendation of a Superior Offer to the Company’s shareholders, the Shareholder shall be expected permitted to materially facilitate or is designed engage in discussions and negotiations with any Person with respect to facilitate, the Shareholder’s willingness to enter into an Acquisition Proposal. (d) agreement with respect to the Superior Offer similar to this Agreement. Notwithstanding anything to the contrary contained in this Agreement: (i) Section 7, in the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood event that the Company has separate is permitted to engage in discussions and independent obligations negotiations with a third party relating to Parent and Merger Sub in respect an Acquisition Proposal pursuant to Section 4.3(b)(ii) of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Master Agreement); (ii) none of the provisions of this Section 2.3 , Shareholder and Shareholder’s Representatives shall be construed permitted to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties engage in discussions and negotiations with such third party relating to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithProposal.

No Solicitation. (a) Immediately upon execution of this Agreement, the Stockholders shall (and shall use reasonable efforts to cause the Company and its officers, directors, employees, investment bankers, attorneys and other agents or representatives to) cease all discussions, negotiations, responses to inquiries and other communications with all third parties who, prior to the date hereof, may have expressed or otherwise indicated any interest in pursuing an Acquisition Proposal with the Company. (b) Prior to termination of this Agreement pursuant to Section 7 hereof, each Stockholder shall hereby covenants and agrees that he or she will not, and each Stockholder shall use reasonable efforts to cause its Affiliates (other than the Company and any of the Acquired Companies) its officers, directors, employees, investment bankers, attorneys and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act agents or purport to act on behalf of the Company) representatives not to, directly or indirectly, (i) solicit, initiate, solicit or encourage, induce directly or facilitate indirectly, any inquiries or the making, submission or announcement making of any Acquisition Proposal or take any action proposal that could reasonably be expected to lead to constitutes an Acquisition Proposal, (ii) except as permitted below, engage or participate in negotiations or discussions with, or furnish any information regarding or data to, or take any of the Acquired Companies to other action to, facilitate any Person in connection with inquiries or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead making any proposal by, any third party relating to an Acquisition Proposal, or (iii) engage in discussions or negotiations with except as permitted below, enter into any Person agreement with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, approve an Acquisition Proposal. (d) . Notwithstanding anything to the contrary contained in this Agreement: Section 3 (i) the provisions of this or in Section 2.3 apply solely to the Stockholder when acting in his 5.6 or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 any other provision of the Merger Agreement); , prior to the Company Stockholders Meeting, the Company and its Board of Directors (iithe "COMPANY BOARD") none may participate in discussions or negotiations with or furnish information to any third party making an unsolicited Acquisition Proposal (a "POTENTIAL ACQUIROR") or approve or recommend an unsolicited Acquisition Proposal if both (A) a majority of the provisions directors of the Company Board, without including directors who may be considered Affiliates (as defined in Rule 405 under the Securities Act), of any person making an Acquisition Proposal ("DISINTERESTED DIRECTORS") determines in good faith, after receiving advice from its independent financial advisor, that a Potential Acquiror has submitted to the Company an Acquisition Proposal that is a Superior Proposal (as hereinafter defined), and (B) a majority of the disinterested directors of the Company Board determines in good faith, after receiving advice from reputable outside legal counsel experienced in such matters (and the parties hereto agree that the law firm of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ is so experienced), that the failure to participate in such discussions or negotiations or to furnish such information or to approve or recommend such unsolicited Acquisition Proposal is inconsistent with the Company Board's fiduciary duties under applicable law. In the event that any Stockholder shall receive any Acquisition Proposal, he or she shall promptly (and in no event later than 24 hours after receipt thereof) furnish to Buyer the identity of the Potential Acquiror, the terms of such Acquisition Proposal, copies of all information requested by the Potential Acquiror, and shall further promptly inform Buyer in writing as to the fact such information is to be provided after compliance with the terms of the preceding sentence. Without limiting the foregoing, each of the Stockholders understands and agrees that any violation of the restrictions set forth in this Section 2.3 shall be construed 3 by any Stockholder, whether or not such Stockholder is purporting to prohibit, limit or restrict act on behalf of the Stockholder Company or any of its Representatives (ASubsidiaries or otherwise, shall be deemed to be a breach of Section 5.6(b) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement sufficient to enable Buyer to terminate the Merger Agreement pursuant to Section 7.1(d)(i) thereof. (c) For the purposes of this Agreement, "ACQUISITION PROPOSAL" shall mean any proposal, whether in respect writing or otherwise, made by any person other than Buyer and its Subsidiaries to acquire "beneficial ownership" (as defined under Rule 13(d) of the Exchange Act) of 20% or more of the assets of, or 20% or more of the outstanding capital stock of any Acquisition Proposal shall serve as of the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder Company or its Representatives have provided advice Subsidiaries pursuant to a merger, consolidation, exchange of shares or assistance to other business combination, sale of shares of capital stock, sales of assets, tender offer or exchange offer or similar transaction involving the Company in connection therewithor its Subsidiaries.

No Solicitation. (a) Stockholder shall notThe Company agrees that neither it nor any of its officers and managers shall, and that it shall use its reasonable best efforts to cause its Affiliates employees, agents and representatives (other than the Company including any investment banker, attorney or accountant retained by it) not to (and shall not authorize any of the Acquired Companiesthem to) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act directly or purport to act on behalf of the Company) not to, indirectly: (i) solicit, initiate, encourage, knowingly facilitate or induce any inquiry with respect to, or facilitate the making, submission or announcement of of, any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish any information regarding any of the Acquired Companies to any Person in connection person any nonpublic information with respect to, or in response take any other action to an Acquisition Proposal facilitate any inquiries or an inquiry the making of any proposal that constitutes or indication of interest that could may reasonably be expected to lead to an to, any Acquisition Proposal, (iii) engage in discussions or negotiations with any Person person with respect to any Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal or Proposal, (v) enter into any letter of intent or similar document or any Contract contract, agreement or commitment contemplating or otherwise relating to any Acquisition Transaction. Proposal or transaction contemplated thereby, or (bvi) Stockholder shall without limiting the generality of the Company’s obligations contained in Section 4.1(s), grant any waiver or release under any standstill or similar agreement with respect to any equity interests of the Company. The Company will immediately cease any and cause to be terminated any all existing (as of the date of this Agreement) solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any third parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into . Notwithstanding any Contract with any Person that provides forother provision in this Section 4.2(a), or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything prior to the contrary contained in this Agreement: (i) Company Members’ Meeting, and subject to compliance with the provisions other terms of this Section 2.3 apply solely 4.2 and to first entering into a confidentiality agreement having provisions that are no less favorable to Company than those contained in the Stockholder when acting in his or its capacity as a Stockholder Confidentiality Agreement, the Board of Managers of the Company shall be permitted to engage in discussions or negotiations with, or provide any nonpublic information or data to (provided that such information or data also is simultaneously given to Parent to the extent not previously given to Parent), any Person in response to an unsolicited bona fide written proposal for an Acquisition Proposal by such Person first made after the date hereof which the Board of Managers of Company concludes in good faith (after consultation with its financial advisor and not when acting outside legal counsel) constitutes or purporting is reasonably likely to act as constitute a Representative of Superior Proposal, if and only to the Company (it being understood extent that the Board of Managers of Company has separate reasonably determines in good faith (after consultation with outside legal counsel) that failure to do so would be inconsistent with its fiduciary duties under applicable law; provided, that Company and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of Managers shall have given Parent (orally and in writing) at least 48 hours prior notice of its intent to do so before taking any such action; provided, further, that the Company from exercising its fiduciary duties and the Board of Managers shall keep Parent informed of the status and terms of any such proposals, offers, discussions or negotiations on a current basis; provided, further, that the Board of Managers shall not recommend any Superior Proposal to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee members of the Company from taking any action whatsoever Stock except as permitted under Section 5.2, and only after the Company shall first have complied with the procedures set forth in such capacity; Section. For purposes of this Agreement, “Superior Proposal” shall mean a bona fide, unsolicited written proposal for an Acquisition Proposal that did not arise from a breach of Section 4.2 (substituting for this purpose 80% for each reference to 10% in the definition of Acquisition Proposal) that the Board of Managers concludes in good faith, after consultation with its financial advisor and its outside legal counsel, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal as permitted under applicable law (i) is more favorable to the Company’s members from a financial point of view, than the transactions contemplated by this Agreement and (iiiii) no action taken by is fully financed and reasonably likely to receive all required governmental approvals on a timely basis and otherwise reasonably capable of being completed on the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.terms

No Solicitation. (a) Stockholder Neither the Company nor any of its Subsidiaries shall, nor shall notthe Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other representatives, agents or advisors (collectively, "Company Representatives") to, directly or indirectly, (i) seek, solicit, initiate or take any action to encourage any Person to make an Acquisition Proposal (ii) enter into or participate in any discussions or negotiations concerning an Acquisition Proposal with any other Person or group, (iii) furnish or disclose any non-public information relating to the Company or any of its Subsidiaries or afford access to the employees, business, properties, assets, books or records of the Company or any of its Subsidiaries to any other Person or group in connection with an Acquisition Proposal or (iv) approve or recommend or agree to approve or recommend any Acquisition Proposal. (b) Notwithstanding the foregoing, the Board of Directors, directly or indirectly through Company Representatives, may (i) subject to the other provisions of this Section 6.04, engage in negotiations or discussions with any Third Party that has made an Acquisition Proposal not solicited in violation of this Section 6.04, (ii) furnish to such Third Party any information relating to the Company or any of its Subsidiaries, (iii) following receipt of such Acquisition Proposal, take and disclose to its shareholders a position contemplated by Rule 14e-2(a) under the 1934 Act or otherwise comply with its disclosure obligations, (iv) fail to make, withdraw, or modify in a manner adverse to Parent its recommendation to its shareholders referred to in Section 6.02 hereof or fail to call the Company Shareholder Meeting in accordance with Section 6.02 hereof and/or (v) take any non-appealable, final action ordered to be taken by the Company by any court of competent jurisdiction, but (x) in each case referred to in the foregoing clauses (i) through (iv) only if the Board of Directors determines in good faith (after consultation with outside legal counsel to the Company), that failing to take such action would cause the Company's board of directors to be in breach of its fiduciary duties to the Company's shareholders under applicable law and (y) in each case referred to in the foregoing clauses (i) and (ii) only if prior to participating in such negotiations or discussions or furnishing such information, the Company and the party making such Acquisition Proposal agree to a confidentiality agreement on customary terms. (c) The Company shall notify Parent in writing promptly (but in no event later than the end of the next business day after receipt thereof) of the receipt of, or any change to or modification of, any Acquisition Proposal (including a copy thereof if in writing), the terms and conditions of such Acquisition Proposal and the identity of the Person making it. (d) The Company shall, and shall cause its Affiliates (other than the Subsidiaries and Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall cease immediately cease and cause to be terminated any and all existing (as of activities, discussions or negotiations, if any, with any Third Party conducted prior to the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives hereof with respect to any Acquisition Proposal. Proposal and shall use its commercially reasonable efforts to cause any such Party (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder agents or advisors) in possession of confidential information about the Company that was furnished by or on behalf of the Company and not when acting to return or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in destroy all such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithinformation.

No Solicitation. (a) During the Voting Period, (i) each Stockholder Party shall, and shall cause its respective officers and directors to, and the Stockholder Party shall instruct and use its reasonable best efforts to cause each of its controlled Affiliates and its and their Representatives (it being understood that, for purposes of this Section 3.1, the terms “Affiliates” and “Representatives” shall exclude the Company) to, immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, with any Persons or entities with respect to an Acquisition Proposal (other than Parent or any of its Affiliates or Representatives with respect to the transactions contemplated by the Merger Agreement), and (ii) each Stockholder Party shall not, and shall cause not authorize, and the Stockholder Party shall use its Affiliates (other than the Company and reasonable best efforts not to permit any of the Acquired Companies) and its controlled Affiliates or its or their Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly through another Person, (ia) initiate, seek, solicit, initiateknowingly facilitate, encourageknowingly encourage (including by way of furnishing any non-public information), or knowingly induce or facilitate the making, submission or announcement of any Acquisition Proposal or knowingly take any other action that could which would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iiib) engage in negotiations or discussions with, or negotiations with provide any non-public information or non-public data to, any Person with respect (other than Parent or any of its Affiliates or Representatives) relating to any Acquisition Proposal, (ivc) approveenter into any binding or non-binding letter of intent, endorse agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or recommend other agreement, commitment, arrangement or understanding contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal, (d) submit or cause to be submitted to the stockholders of the Company for their approval any Acquisition Proposal or (ve) enter into agree or announce an intention to do any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactionthe foregoing. (b) Each Stockholder shall immediately cease Party agrees that it will promptly inform its Affiliates and cause to be terminated any existing (as its and its Affiliates’ Representatives of the date of obligations undertaken in this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition ProposalArticle III. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything herein to the contrary contained (including this Section 3.1), no Stockholder Party makes any agreement or understanding with respect to any action taken by any Affiliate of any Stockholder Party in such Person’s capacity as a director or officer of the Company or any of its subsidiaries (if such Affiliate holds such office), and nothing in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting will limit or affect any actions or omissions taken by any such Affiliate in his or its capacity as such a Stockholder of the Company and not when acting director or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub officer, including in respect of the solicitation of Acquisition Proposals exercising rights under Section 4.3 of the Merger Agreement), and no such actions or omissions shall be deemed a breach of this Agreement; or (ii) none of the provisions of this Section 2.3 shall will be construed to prohibit, limit limit, or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company such Affiliate from exercising its fiduciary duties as an officer or director to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithstockholders.

No Solicitation. (a) Each of SunEdison and Stockholder shall nothereby agrees that it and its Subsidiaries and its and their officers, directors and employees will, and shall that it will instruct and use its reasonable best efforts to cause its Affiliates (other than the Company and any of the Acquired Companies) and its Subsidiaries’ Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal or SunEdison Standalone Acquisition Proposal (including access to any electronic datarooms). (b) Each of SunEdison and Stockholder hereby agrees that neither it nor any of its Subsidiaries nor any of the officers, directors and employees of it or its Subsidiaries shall, and that it shall instruct and use its commercially reasonable efforts to cause its and its Subsidiaries’ Representatives not to, directly or indirectly, (i) initiate, solicit or knowingly encourage any inquiries or the making of any indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal or SunEdison Standalone Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or SunEdison Standalone Acquisition Proposal or (iii) knowingly facilitate any effort or attempt to make any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or SunEdison Standalone Acquisition Proposal. (c) Notwithstanding anything in the foregoing to the contrary, prior to, but not after, the entry by the Bankruptcy Court of the Approval Order, each of SunEdison, Stockholder and their respective Representatives may (i) provide information in response to a request therefor by a Person who has made a bona fide written SunEdison Standalone Acquisition Proposal that did not result from a breach of this Section 3.2 if SunEdison has received or receives from the Person so requesting such information an executed confidentiality agreement (provided that SunEdison shall not enter into comply with the provisions of the Confidentiality Agreement between SunEdison, the Company and Terra LLC, dated as of August 22, 2016, as amended, with respect to the disclosure of any Contract Evaluation Material, as defined in such Confidentiality Agreement) and (ii) engage or participate in any discussions or negotiations with any Person who has made such a bona fide written SunEdison Standalone Acquisition Proposal; if and only to the extent that, (x) prior to taking any action described in clause (i) or (ii) above, the board of directors of SunEdison or any duly authorized committee thereof determines in good faith after consultation with its outside legal counsel that provides for, or could failure to take such action would reasonably be expected to materially facilitate result in a breach of the directors’ fiduciary duties under applicable Law, and (y) in each such case referred to in clause (i) or (ii) above, the board of directors of SunEdison or any duly authorized committee thereof has determined in good faith based on the information then available and after consultation with its outside legal counsel and financial advisor that such SunEdison Standalone Acquisition Proposal either constitutes a SunEdison Standalone Superior Proposal or is designed reasonably likely to facilitateresult in a SunEdison Standalone Superior Proposal, an Acquisition Proposalas applicable. (d) Notwithstanding anything At least three (3) business days prior to the contrary contained in this Agreement: delivery of a written notice to Parent and the Company pursuant to Section 6.1(e) (i) each, a “Termination Notice”), SunEdison shall provide written notice to Parent and the provisions Company of this Section 2.3 apply solely its intent to deliver a Termination Notice specifying the Stockholder when acting in his or its capacity as a Stockholder reasons therefor, including the terms and conditions of any SunEdison Standalone Acquisition Proposal that is the basis of the Company and not when acting or purporting to act as a Representative of the Company intended Termination Notice (it being understood and agreed that any amendment to the Company has separate and independent obligations financial terms or any other material term of such SunEdison Standalone Acquisition Proposal shall require a new written notice to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); at least three (ii3) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties business days prior to the Company by voting delivery of a Termination Notice). In determining whether a SunEdison Standalone Acquisition Proposal constitutes a SunEdison Standalone Superior Proposal, the board of directors of SunEdison or taking a duly authorized committee thereof shall take into account any other action whatsoever in his capacity as a director or (B) who is an officer or employee of changes to the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants terms of the Merger Agreement proposed by Parent and the Company that are written, binding and irrevocable, and if requested by Parent or the Company, SunEdison shall engage in respect of good faith negotiations with Parent and the Company regarding any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance changes to the Company in connection therewithterms of the Merger Agreement proposed by Parent or the Company.

No Solicitation. (a) During the Voting Period, (i) each Stockholder Party shall, and shall cause its respective officers and directors to, and the Stockholder Party shall instruct and use its reasonable best efforts to cause each of its controlled Affiliates and its and their Representatives (it being understood that, for purposes of this Section 3.2, the terms “Affiliates” and “Representatives” shall exclude the Company) to, immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, with any Persons or entities with respect to an Acquisition Proposal (other than Parent or any of its Affiliates or Representatives with respect to the transactions contemplated by the Merger Agreement), and (ii) each Stockholder Party shall not, and shall cause not authorize, and the Stockholder Party shall use its Affiliates (other than the Company and reasonable best efforts not to permit any of the Acquired Companies) and its controlled Affiliates or its or their Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly through another Person, (ia) initiate, seek, solicit, initiateknowingly facilitate, encourageknowingly encourage (including by way of furnishing any non-public information), or knowingly induce or facilitate the making, submission or announcement of any Acquisition Proposal or knowingly take any other action that could which would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iiib) engage in negotiations or discussions with, or negotiations with provide any non-public information or non-public data to, any Person with respect (other than Parent or any of its Affiliates or Representatives) relating to any Acquisition Proposal, (ivc) approveenter into any binding or non-binding letter of intent, endorse agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or recommend other agreement, commitment, arrangement or understanding contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal, (d) submit or cause to be submitted to the stockholders of the Company for their approval any Acquisition Proposal or (ve) enter into agree or announce an intention to do any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactionthe foregoing. (b) Each Stockholder shall immediately cease Party agrees that it will promptly inform its Affiliates and cause to be terminated any existing (as its and its Affiliates’ Representatives of the date of obligations undertaken in this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition ProposalArticle III. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything herein to the contrary contained (including this Section 3.2), no Stockholder Party makes any agreement or understanding with respect to any action taken by any Affiliate of any Stockholder Party in such Person’s capacity as a director or officer of the Company or any of its subsidiaries (if such Affiliate holds such office), and nothing in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting will limit or affect any actions or omissions taken by any such Affiliate in his or its capacity as such a Stockholder of the Company and not when acting director or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub officer, including in respect of the solicitation of Acquisition Proposals exercising rights under Section 4.3 of the Merger Agreement), and no such actions or omissions shall be deemed a breach of this Agreement; or (ii) none of the provisions of this Section 2.3 shall will be construed to prohibit, limit limit, or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company such Affiliate from exercising its fiduciary duties as an officer or director to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithstockholders.

No Solicitation. (a) Stockholder From the date hereof until the earlier to occur of the termination of this Agreement pursuant to its terms or the Acceptance Time, the Company shall not, directly or indirectly, and shall cause its Affiliates (other than the Company shall not permit its Subsidiaries and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also respective Representatives of the Company and who act or purport to act on behalf of the Company) not Alaska Corporations to, directly or indirectly: (i) solicit, initiate, encourage, induce knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead with respect to an Alaska Corporation or Acquisition Proposal, Inquiry with respect to an Alaska Corporation; (ii) furnish any information regarding any of the Acquired Companies Alaska Corporations to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead with respect to an Alaska Corporation or Acquisition Proposal, Inquiry with respect to an Alaska Corporation; (iii) engage in discussions or negotiations with any Person relating to any Acquisition Proposal with respect to any an Alaska Corporation or Acquisition Proposal, Inquiry with respect to an Alaska Corporation; (iv) approve, endorse or recommend any Acquisition Proposal with respect to an Alaska Corporation or Acquisition Inquiry with respect to an Alaska Corporation; or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition TransactionTransaction or Acquisition Inquiry with respect to an Alaska Corporation; provided, however, that prior to the Acceptance Time, this Section 5.4(a) shall not prohibit the Company from furnishing information regarding the Alaska Corporations to, or entering into discussions and negotiations with, any Person in response to an Acquisition Proposal that is reasonably expected to result in a Company Superior Offer that is submitted to the Company by such Person (and not withdrawn) if: (A) such Acquisition Proposal did not result from any breach of, or any action inconsistent with, any of the provisions set forth in this Section 5.4; (B) the Company Board concludes in good faith, after having consulted with its outside legal counsel, that failure to take such action would reasonably constitute a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable law; (C) at least two Business Days prior to furnishing any such information to, or entering into discussions or negotiations with, such Person, the Company gives Parent written notice of the identity of such Person and of the Company’s intention to furnish information to, or enter into discussions with, such Person, and the Company receives from such Person an executed confidentiality agreement (which the Company may discuss with such Person during the two day period) containing provisions (including nondisclosure provisions, use restrictions and non-solicitation provisions) at least as favorable to the Company as the provisions of the Confidentiality Agreement as in effect immediately prior to the execution of this Agreement; and (D) at least two Business Days prior to furnishing any such information to such Person, the Company furnishes such information to Parent (to the extent such information has not been previously furnished or Made Available by the Company to Parent). Parent and the Company agree that any action inconsistent with the restrictions set forth in this Section 5.4 by any Alaska Corporation or by any Representative of an Alaska Corporation will be deemed to be a breach of this Section 5.4 by the Company. (b) Stockholder The Company shall promptly (and in no event later than 24 hours after receipt of any Acquisition Proposal with respect to an Alaska Corporation or Acquisition Inquiry with respect to an Alaska Corporation) advise Parent orally and in writing of any such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the terms thereof, including a copy of any written Acquisition Proposal or Acquisition Inquiry) that is made or submitted by any Person prior to the Acceptance Time. The Company shall keep Parent reasonably informed with respect to: (i) the status of any such Acquisition Proposal or Acquisition Inquiry, including any negotiations with respect thereto; and (ii) the status and terms of any material modification or proposed material modification thereto. (c) The Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing (as of discussions conducted on or before the date of this AgreementAgreement with any Person that relate to any Acquisition Proposal or Acquisition Inquiry. (d) The Company agrees not to release or permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, non-solicitation, initiationno hire, encouragement, activity, discussion “standstill” or negotiation with any parties conducted heretofore by Stockholder similar Contract to which it or any of its Representatives Subsidiaries is a party or under which it or any of its Subsidiaries has any rights, and will use its reasonable efforts to cause each such agreement to be enforced at the request of Parent, except that the Company may waive any “standstill” or similar contract to which it or any Subsidiary is a party if the Company Board concludes in good faith, after having consulted with outside counsel, that the failure to take such action would reasonably constitute a breach of any fiduciary duties of the Company Board. (e) Subject to the following Section 5.4(f), from the date hereof to the earlier to occur of the termination of this Agreement in accordance with its terms and the Acceptance Time, (i) the Company Board Recommendation shall not be directly or indirectly withdrawn or modified in a manner adverse to Parent or Merger Sub; and (ii) neither the Company Board nor any committee thereof shall: (A) fail to publicly reaffirm the Company Board Recommendation, or fail to publicly state that the Offer, the Merger and this Agreement are in the best interest of the Company’s stockholders, within five Business Days after Parent requests in writing that such action be taken; (B) fail to publicly announce, within ten Business Days after a tender offer or exchange offer relating to the securities of the Company shall have been commenced, a statement disclosing that the Company Board recommends rejection of such tender or exchange offer; (C) fail to issue, within five Business Days after an Acquisition Proposal with respect to any an Alaska Corporation is publicly announced, a press release announcing its opposition to such Acquisition Proposal; or (D) resolve to take any action described in clauses “(i)” or “(ii)” of this sentence (each of the foregoing actions described in clauses “(i)” and “(ii)” being referred to as a “Company Change in Recommendation”). (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (df) Notwithstanding anything to the contrary contained in Section 5.4(e) or elsewhere in this Agreement: , at any time prior to the Acceptance Time, the Company Board may effect, or cause the Company to effect, as the case may be, a Company Change in Recommendation: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company if: (it being understood that A) the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of not otherwise breached its obligations under this Section 2.3 notwithstanding 5.4 in connection with the fact that offer referred to in the Stockholder following clause “(B);” (B) after the date of this Agreement, an unsolicited, bona fide, written offer to acquire all of the outstanding shares of Company Common Stock (whether through a tender offer, merger or its Representatives have provided advice or assistance otherwise) is made to the Company and is not withdrawn; (C) the Company Board determines in its good faith judgment, after consulting with a financial advisor of nationally recognized reputation and outside legal counsel, that such offer constitutes a Company Superior Offer; (D) the Company Board does not effect, or cause the Company to effect, a Company Change in Recommendation at any time within three Business Days after Parent receives written notice from the Company confirming that the Company Board has determined that such offer is a Company Superior Offer; (E) during such three Business Day period, if requested by Parent, the Company engages in good faith negotiations with Parent to amend this Agreement in such a manner that the offer that was determined to constitute a Company Superior Offer no longer constitutes a Company Superior Offer; (F) at the end of such three Business Day period, such offer has not been withdrawn and continues to constitute a Company Superior Offer (taking into account any changes to the terms of this Agreement proposed by Parent as a result of the negotiations required by clause “(E)” or otherwise); and (G) the Company Board determines in good faith, after having consulted with its outside legal counsel, that, in light of such Company Superior Offer, a failure to make a Company Change in Recommendation would reasonably constitute a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable law; or (ii) if: (A) other than (1) the development or circumstances contemplated by clause “(i)” of this Section 5.4(f) or (2) in connection therewithwith or as a result of the making of, or any development or circumstance relating to, an Acquisition Proposal with respect to an Alaska Corporation or an Acquisition Inquiry with respect to an Alaska Corporation, a material development or change in circumstances occurs or arises after the date of this Agreement that was neither known to the Company Board nor reasonably foreseeable to the Company Board as of the date of this Agreement (such material development or change in circumstances being referred to as a “Company Intervening Event”); (B) at least three Business Days prior to any meeting of the Company Board at which the Company Board will consider whether such Company Intervening Event requires the Company Board to effect, or cause the Company to effect, a Company Change in Recommendation, the Company provides Parent with a written notice specifying the date and time of such meeting and the reasons for holding such meeting; (C) during such three Business Day period, if requested by Parent, the Company engages in good faith negotiations with Parent to amend this Agreement in such a manner that obviates the need for the Company Board to effect, or cause the Company to effect, a Company Change in Recommendation as a result of such Company Intervening Event; and (D) the Company Board determines in good faith, after having consulted with its outside legal counsel, that, in light of such Company Intervening Event, a failure to make a Company Change in Recommendation would reasonably constitute a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable law. Notwithstanding the foregoing, any development or change involving the European Medicines Agency’s re-examination of the negative opinion issued with respect to the conditional approval of FOLOTYN® (the “EMA Re-Examination”) shall not be considered a Company Intervening Event. (g) Nothing contained in this Section 5.4 shall be deemed to prohibit the Company or the Company Board or any committee thereof from (i) complying with its disclosure obligations under applicable U.S. federal or state law with regard to an Acquisition Proposal, including taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act (or any similar communication to stockholders), (ii) making any disclosure to the Company’s stockholders if the Company Board determines in good faith, after having consulted with its outside legal counsel, that the failure to do so would reasonably constitute a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable law; provided, in the case of each of clause (i) and (ii), that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Company Change in Recommendation unless the Company Board publicly reaffirms the Company Board Recommendation within (A) three (3) Business Days after Parent requests such reaffirmation in writing (and, in any event, prior to any scheduled Expiration Date so long as Parent has made such request at least two (2) Business Days prior to such scheduled Expiration Date), or (B) two (2) Business Days after Parent requests such reaffirmation in writing if the applicable disclosure by the Company or the Company Board or any committee thereof relates to a positive opinion with respect to the conditional approval of FOLOTYN® in the EMA Re-Examination and such disclosure does not include such a reaffirmation, or (iii) making any “stop-look-and-listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act.

No Solicitation. (a) Stockholder Each of the Stockholder, the KKR Investors and the GA Investors hereby agree that it shall not, and shall cause its respective Affiliates (other than the Company and any of the Acquired Companies) shall use its reasonable best efforts to cause its and its respective Affiliates’ Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly, (i) solicit, initiate, encourageknowingly induce, induce knowingly encourage or knowingly facilitate any inquiries or the making, submission or announcement making of any Acquisition Proposal proposal or take any action offer that could constitutes, or would reasonably be expected to lead to an to, a Company Acquisition Proposal, ; (ii) furnish participate in any information discussions or negotiations with any Person regarding any proposal the consummation of which would constitute a Company Acquisition Proposal; (iii) provide any non-public information or data concerning the Acquired Companies Company or any of its Subsidiaries to any Person in connection with any proposal the consummation of which would constitute a Company Acquisition Proposal; or in response to an Acquisition Proposal (iv) approve or an inquiry recommend, make any public statement approving or indication of interest recommending, or enter into any agreement relating to, any inquiry, proposal or offer that could constitutes, or would reasonably be expected to lead to an to, a Company Acquisition Proposal. Each of the Stockholder, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder the KKR Investors and the GA Investors agree that it shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitationterminated, initiationand cause its respective Affiliates and shall use its reasonable best efforts to cause its and its respective Affiliates’ Representatives to immediately cease and cause to be terminated, encouragement, activity, discussion all discussions or negotiation negotiations with any parties Person conducted heretofore by Stockholder or with any of Person other than Parent and/or its Representatives with respect to any Company Acquisition Proposal. (c) . Notwithstanding the foregoing, each of the Stockholder, the KKR Investors or the GA Investors, directly or indirectly through their respective Affiliates, Representatives, advisors or other intermediaries, may, prior to the time, but not after, the Company Stockholder shall not enter into any Contract Approval is obtained, engage in negotiations or discussions with any Person (and its Representatives, advisors and intermediaries) that provides forhas made an unsolicited bona fide written Company Acquisition Proposal to the Company, its Subsidiaries or Representatives not resulting from or arising out of a breach, in any material respect, of (x) this Section 5.2 or (y) the provisions of Section 5.2 of the Merger Agreement; provided, that each of the Stockholder, the KKR Investors or the GA Investors, directly or indirectly through their respective Affiliates, Representatives, advisors or other intermediaries, shall be permitted to engage in such negotiations or discussions if, and only if, prior to doing so, the Stockholder, the KKR Investors or the GA Investors, as applicable, have provided prior written notice thereof to Parent and the Company Board determines in good faith after consultation with outside legal counsel that (A) based on the information then available and after consultation with a financial advisor of nationally recognized reputation that such Company Acquisition Proposal either constitutes a Company Superior Proposal or could reasonably be expected to materially facilitate or is designed result in a Company Superior Proposal and (B) the failure to facilitate, an Acquisition Proposaltake such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law. (db) Notwithstanding anything Until this Agreement is terminated in accordance with its terms, the Stockholder, the KKR Investors and the GA Investors shall not (and shall cause their respective Affiliates to whom they have provided confidential information regarding the contrary contained in this Agreement: Company (or its Subsidiaries) or the Merger, not to), directly or indirectly, (i) alone or in concert with others, make or propose, or seek to make or propose, to the Company or any of its stockholders any Company Acquisition Proposal, (ii) make any public request or public proposal to amend, waive or terminate the provisions of this Section 2.3 apply solely 5.2(b) or (iii) take any action that would reasonably be expected to result in the Stockholder when acting in his or its capacity as Company having to make a Stockholder public announcement regarding any of the Company matters referred to in clauses (i) and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed 5.2(b), or publicly announce an intention to prohibitdo, limit or restrict enter into any arrangement or understanding or discussion with others to do, any of the actions restricted or prohibited under such clauses (i) and (ii) of this Section 5.2(b); provided, however, that the provisions set forth in Section 3.1 of the Stockholder Agreement shall not in any way restrict or otherwise affect the Stockholder’s, the KKR Investors’ or the GA Investors’ ability to take any of its Representatives (Athe actions set forth in the third sentence of Section 5.2(a) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithextent permitted therein.

No Solicitation. (a) Stockholder From the date of this Agreement until the earlier to occur of the termination of this Agreement and the First Merger Effective Time, the Company shall not, and shall cause its Affiliates (other than ensure that the Company Significant Entities do not, and shall not authorize any of the Acquired Companies) its and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act their respective officers, directors or purport to act on behalf of the Company) not financial advisors to, in each case, directly or indirectly: (i) solicit, initiate, knowingly encourage, knowingly assist, knowingly induce or knowingly facilitate the making, submission or announcement of any Company Acquisition Proposal or Company Acquisition Inquiry (including by approving any Person (other than Parent and its Affiliates) becoming an “interested stockholder,” for purposes of Section 203 of the DGCL) or take any action that could reasonably be expected to lead to an a Company Acquisition Proposal, Proposal or Company Acquisition Inquiry; (ii) furnish or otherwise provide access to any non-public information regarding any of the Acquired Companies Company Significant Entities to any Person in connection with or in response to an a Company Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Company Acquisition Proposal, Inquiry; (iii) engage in discussions or negotiations with any Person with respect to any Company Acquisition Proposal, Proposal or Company Acquisition Inquiry; (iv) approve, endorse or recommend any Company Acquisition Proposal or Proposal; (v) enter into any letter of intent intent, memorandum of understanding, agreement in principle or similar document or any Contract contemplating constituting or otherwise relating to, or that contemplates or is intended or would reasonably be expected to result directly or indirectly in, a Company Acquisition Transaction (other than an Acceptable Company Confidentiality Agreement); or (vi) publicly propose to take any Acquisition Transaction. of the actions or do any of the other things described in clauses “(bi)” through “(v)” of this sentence. The Company shall, and shall ensure that each Company Significant Entity and its and their respective Representatives: (i) Stockholder shall immediately cease and cause to be terminated any solicitation, encouragement or assistance of, or discussions or negotiations with, any Person relating to any Company Acquisition Proposal or Company Acquisition Inquiry existing (as of the date of this Agreement; and (ii) solicitationrequire each Person (other than Parent, initiation, encouragement, activity, discussion the Parent Entities and their Representatives) that has executed a confidentiality or negotiation similar agreement in the twelve-month period prior to the date of this Agreement (and that remains in effect) in connection with such Person’s consideration of a possible Company Acquisition Proposal or investment in any of the Company Significant Entities to return or destroy all confidential information previously furnished to such Person by or on behalf of any of the Company Significant Entities and terminate such Person’s access to any physical or electronic data room set up in response to or in connection with any parties conducted heretofore by Stockholder actual or any of its Representatives with respect to any contemplated Company Acquisition ProposalProposal or Company Acquisition Inquiry. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (db) Notwithstanding anything to the contrary contained in Section 4.4(a) or any other provision of this Agreement: , but subject to Section 4.4(c), prior to the adoption of this Agreement by the Required Company Stockholder Vote, the Company and its Representatives may (i) contact any Person making a Company Acquisition Proposal or Company Acquisition Inquiry to ascertain facts in connection with the provisions Company Board of this Section 2.3 apply solely to Directors informing itself about the Stockholder when acting in his Company Acquisition Proposal or its capacity as a Stockholder Company Acquisition Inquiry and the Person making it and (ii) furnish non-public information regarding any of the Company Significant Entities to, and may enter into discussions or negotiations with, any Person in response to an unsolicited, written Company Acquisition Proposal that is made to the Company after the date of this Agreement by such Person (and not when acting withdrawn) if: (A) such Company Acquisition Proposal did not result from a breach in any material respect of Section 4.4(a); (B) the Company’s board of directors determines in good faith, after having taken into account the advice of an independent financial advisor of nationally recognized reputation and the Company’s outside legal counsel, that such Company Acquisition Proposal constitutes or purporting would reasonably be expected to act lead to a Company Superior Offer; (C) the Company receives from such Person an executed confidentiality agreement containing terms and conditions, with respect to confidentiality and use, taken as a Representative whole, that are not materially less favorable to the Company in any substantive respect than the terms and conditions of the Company Confidentiality Agreement (it being understood and agreed that the any such confidentiality agreement need not contain any “standstill” or similar provisions) (any such confidentiality agreement, an “Acceptable Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Confidentiality Agreement”); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iiiD) promptly, and in no action taken event later than 24 hours after furnishing any non-public information to such Person, the Company furnishes such non-public information to Parent (to the extent such non-public information has not been previously furnished by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithParent).

No Solicitation. (a) Stockholder shall Without the prior written consent of TeleSpectrum, from and after the date hereof, IDRC will not, and shall cause its Affiliates (other than the Company and will not authorize or permit any of the Acquired CompaniesIDRC Subsidiaries or their officers, directors, employees, financial advisors and agents ("Representatives") and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act to, directly or purport to act on behalf of the Company) not toindirectly, (i) knowingly solicit, initiate, encourage, induce --------------- initiate or facilitate the making, submission encourage (including by way of furnishing nonpublic or announcement of any Acquisition Proposal proprietary information) or take any other action that could to facilitate knowingly any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition ProposalProposal by a third party (other than TeleSpectrum) involving IDRC or any IDRC Subsidiary, (ii) furnish engage in any information regarding any of the Acquired Companies to any Person in connection with discussion or in response negotiations relating to an Acquisition Proposal by a third party or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with enter into any Person agreement with respect to any Acquisition Proposalto, (iv) approveagree to, endorse approve or recommend any Acquisition Proposal by a third party. As used herein, "Acquisition Proposal" -------------------- shall mean a proposal or (v) enter into any letter of intent offer for a tender or similar document exchange offer, merger, consolidation or other business combination involving or any Contract contemplating proposal to acquire in any manner a substantial equity interest in, or otherwise relating to a substantial portion of the assets of either IDRC, TeleSpectrum or any Acquisition TransactionSubsidiary of either such party. (b) Stockholder IDRC shall immediately cease and cause to be terminated terminate any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties (other than TeleSpectrum) conducted heretofore by Stockholder IDRC or any of its Representatives with respect to any an Acquisition Proposal. IDRC shall notify TeleSpectrum orally and in writing of any such inquiries, offers or proposals (including the terms and conditions of any such proposal and the identity of the person making it), promptly after the receipt thereof. (c) Stockholder During the period from the date of this Agreement through the Effective Time, IDRC shall not enter into terminate, amend, modify or waive any Contract with provision of any Person that provides forconfidentiality or standstill agreement to which it or any of the IDRC Subsidiaries is a party in a manner adverse to IDRC or any IDRC Subsidiary. During such period, or could reasonably be expected IDRC shall use commercially reasonable efforts to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) enforce the provisions of this Section 2.3 apply solely any such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the Stockholder when acting terms and provisions thereof in his or its capacity as a Stockholder any court of the Company and not when acting United States of America or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithstate having jurisdiction.

No Solicitation. (a) Stockholder shall not, Each of Parent and shall cause its Affiliates (other than the Company and agrees that, during the Pre-Closing Period, neither it nor any of the Acquired Companies) and its Subsidiaries shall, nor shall it or any of its Subsidiaries authorize any of its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly: (i) solicit, initiate, initiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition ProposalProposal or Acquisition Inquiry, (ii) furnish any non-public information regarding any of the Acquired Companies such party to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition ProposalInquiry, (iii) engage in discussions (other than to inform any Person of the existence of the provisions of this Section 6.4) or negotiations with any Person with respect to any Acquisition ProposalProposal or Acquisition Inquiry, (iv) approve, endorse or recommend any Acquisition Proposal or (subject to Section 6.7 and Section 6.8), (v) execute or enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction, (vi) take any action that would reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry or (vii) publicly propose to do any of the following; provided, however, that, notwithstanding anything contained in this Section 6.4 and subject to compliance with this Section 6.4, prior to the approval of this Agreement by a party’s stockholders (i.e., the Company Stockholder Approval, in the case of the Company and its Subsidiaries, or the Parent Stockholder Approval in the case of Parent), such party may furnish non-public information regarding such party and its Subsidiaries to, and enter into discussions or negotiations with, any Person in response to a bona fide written Acquisition Proposal by such Person which such party’s board of directors determines in good faith, after consultation with such party’s financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (and is not withdrawn) if: (A) neither such party nor any Representative of such party shall have breached this Section 6.4 in any material respect to such Acquisition Proposal, (B) the board of directors of such party concludes in good faith based on the advice of outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the board of directors’ fiduciary duties under applicable Law, (C) as promptly as reasonably practicable prior to initially furnishing any such nonpublic information to, or entering into discussions with, such Person, such party gives the other party written notice of the identity of such Person and of such party’s intention to enter into discussions with, such Person, (D) such party receives from such Person an executed Acceptable Confidentiality Agreement and (E) as promptly as reasonably practicable prior to furnishing any such nonpublic information to such Person, such party furnishes such nonpublic information to the other party (to the extent such information has not been previously furnished by such party to the other party). Without limiting the generality of the foregoing, each party acknowledges and agrees that, in the event any Representative of such party takes any action that, if taken by such party, would constitute a breach of this Section 6.4 by such party, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 6.4 by such party for purposes of this Agreement. (b) Stockholder If any party or any Representative of such party receives an Acquisition Proposal or Acquisition Inquiry at any time during the Pre-Closing Period, then such party shall promptly (and in no event less than twenty-four (24) hours after such party becomes aware of such Acquisition Proposal or Acquisition Inquiry) advise the other party orally and in writing of such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry, and the terms thereof). Such party shall keep the other party reasonably informed with respect to the status and terms of any such Acquisition Proposal or Acquisition Inquiry and any material modification or material proposed modification thereto. (c) Each party shall immediately cease and cause to be terminated any existing (discussions, negotiations and communications with any Person that relate to any Acquisition Proposal or Acquisition Inquiry that has not already been terminated as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Each Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, such Stockholder shall not, directly or indirectly, and such Stockholder shall cause its Affiliates instruct such Stockholder’s Representatives to not, directly or indirectly: (a) solicit, knowingly facilitate or knowingly encourage the initiation of any inquiry, proposal or offer from any Person (other than the Company and Parent or Parent’s Representatives) relating to a possible Acquisition Transaction; (b) participate in any of the Acquired Companies) and its Representatives discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Parent or Parent’s Representatives) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any proposal or offer from any Person (other than Parent or Parent’s Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act acting on behalf of Parent) relating to a possible Acquisition Transaction. Each Stockholder shall immediately cease and discontinue, and each Stockholder shall ensure that such Stockholder’s Representatives immediately cease and discontinue, any existing discussions with any Person that related to any inquiry, proposal or offer relating to a possible Acquisition Transaction. Nothing contained in this Section 5 or Section 4.4 of the CompanyMerger Agreement shall prohibit such Stockholder or its Representatives from having discussions with any potential joint venture partner or otherwise considering any strategic acquisition so long as (x) the potential joint venture or acquisition transaction does not to, (i) solicit, initiate, encourage, induce contemplate the sale or facilitate the making, submission or announcement issuance of any Acquisition Proposal or take securities of any action that could reasonably Acquired Company (unless otherwise disclosed to Parent prior to the date hereof) and would be expected intended primarily to lead to an Acquisition Proposal, (ii) furnish any information regarding any address the needs of the Acquired Companies to any Person in connection with find alternative sources of production of wafers for customers of the Acquired Companies during periods where the Acquired Companies lack the manufacturing capacity to fulfill their customers’ orders or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposalforecasted orders for wafers, and (iiiy) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) the Company does not enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives other binding agreement with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and foregoing without the prior written consent of Parent, not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithunreasonably withheld.

No Solicitation. (a) Stockholder Following the date of this Agreement, TRTL shall, and shall cause its Subsidiaries and their Representatives to, immediately cease any discussions or negotiations with any Person or group that may be ongoing with respect to any Acquisition Proposal. From and after the date hereof until the Second Effective Time, neither TRTL, TRTL Parent nor TRTL Merger Sub shall TRTL shall not, and shall not permit or cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act TRTL Parent or purport to act on behalf of the Company) not TRTL Merger Sub to, directly or indirectly, and shall ensure that all of their respective Representatives do not, directly or indirectly: (ia) solicit, initiate, encourage, induce facilitate or facilitate permit the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition Proposal, Proposal or Acquisition Inquiry; (iib) furnish request or receive any non-public information regarding from any of the Acquired Companies Person or provide any non-public information to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, Inquiry; (iiic) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, Proposal or Acquisition Inquiry; (ivd) approve, endorse or recommend any Acquisition Proposal Proposal; or (ve) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to providing for any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion Transaction or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into . Without limiting the generality of the foregoing, each of TRTL, TRTL Parent, and TRTL Merger Sub acknowledges and agrees that any Contract with action taken by any Person that provides forof their respective Representatives that, if taken by TRTL, TRTL Parent, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions TRTL Merger Sub would constitute a breach of this Section 2.3 apply solely 8.4, shall be deemed to the Stockholder when acting in his constitute a breach of this Section 8.4 by TRTL, TRTL Parent, and TRTL Merger Sub (whether or its capacity as a Stockholder of the Company and not when acting or such Representative is purporting to act as a Representative on behalf of the Company (it being understood that the Company has separate and independent obligations to TRTL, TRTL Parent and or TRTL Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger AgreementSub); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.