Common use of No Solicitation Clause in Contracts

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 use its reasonable best efforts to ensure that any of its Affiliates or Representatives do not, directly or indirectly, (i) solicit, initiate, knowingly encourage or facilitate (including by way of furnishing non-public information) the submission of an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).

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

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except Except as permitted by set forth in Section 5.4(b6.7(b), it shall not, and shall use its reasonable best efforts to ensure that none of Company nor any of its Affiliates or Representatives do notSubsidiaries shall, and each of them shall cause its respective officers, directors, employees, agents, investment bankers, financial advisors, attorneys, accountants and other retained representatives (each a “Representative”) not to, directly or indirectly, indirectly (i) solicit, initiate, encourage, knowingly encourage or facilitate (including by way of furnishing non-public providing information) or induce any inquiry, proposal or offer with respect to, or the submission of making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person or “group” (as such term is defined in Section 13(d) under the Exchange Act) any confidential or nonpublic information with respect to or in connection with, an Acquisition Proposal Proposal, (iii) take any other action to knowingly facilitate any inquiries or the making of any proposal, offer proposal that constitutes or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iiiv) participate approve, endorse or enter into or engage in negotiations or discussions withrecommend, or provide any non-public information propose to approve, endorse or data to, any person (other than Parent or any of its affiliates or representatives) relating to recommend any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposalagreement related thereto, (iiiv) make enter into any agreement contemplating or participate inotherwise relating to any Acquisition Transaction or Acquisition Proposal (other than any confidentiality agreement required by Section 6.7(b)), (vi) enter into any agreement or agreement in principle requiring, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in Company to abandon, terminate or fail to consummate the rules of the SEC) transactions contemplated hereby 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 Proposalbreach its obligations hereunder, or (vvii) propose or 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).

No Solicitation. (a) The Stockholder hereby Company agrees that during that, from the term date hereof through the earlier of the Closing or the termination of this Agreement, except as permitted by Section 5.4(b), it shall not, and it shall use direct its reasonable best efforts to ensure that any of its Affiliates or Representatives do notrepresentatives not to, directly or indirectly, (i) initiate, solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries, proposals or offers with respect to, or the submission of making or completion of, an Acquisition Alternative Proposal or any proposalinquiry, proposal or offer or inquiry that may is reasonably be expected likely to lead to an Acquisition Alternative Proposal, (ii) engage, continue or participate or enter into or engage in any negotiations or discussions withconcerning, or provide or cause to be provided any non-public information or data torelating to the Company in connection with, or have any person discussions (other than Parent to state that they are not permitted to have discussions and to refer to this Agreement) with any Person relating to, or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may is reasonably be expected likely to lead to to, an Acquisition Alternative Proposal, (iii) make approve, endorse 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 voterecommend, or seek propose publicly to advise approve, endorse or influence any Person with respect to the voting ofrecommend, 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 3.1Alternative Proposal, (iv) vote, approve, adopt execute or recommend, or publicly propose to approve, adopt or recommendenter into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Alternative Proposal, or (v) resolve to propose or agree to do any of the foregoing. The Stockholder hereby Company further agrees immediately to cease and cause to be terminated all existing solicitationsthat, discussions or negotiations with any Person with respect to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of (A) at the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted to take under this Section 5.4Closing, it shall be deemed submit a request to be a breach the Securities and Exchange Commission (the “SEC”) requesting that the SEC consent to the immediate withdrawal of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement Form S-1 together with all exhibits and amendments thereto and (B) from the date hereof, it shall not take any action (including the immediately preceding sentencewithout limitation any preparation in connection therewith and any filing in furtherance thereof) to the contrary, no action taken by the Company register itself or any of its Affiliates securities under the Securities Act of 1933 or Representatives in compliance with Section 6.2 the Securities Exchange Act of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)1934.

No Solicitation. (a) The Each Stockholder hereby covenants and agrees that during that, from and after the term of this Agreementdate hereof until the Termination Date, except as permitted expressly contemplated by Section 5.4(b)this Proxy and Agreement, it such Stockholder shall not, and shall use cause its reasonable best efforts to ensure that any of its Affiliates or Representatives do notnot to, directly or indirectly, : (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or facilitate assist, any offer, inquiry, indication of interest or proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (including by way ii) furnish to any Person or Group (other than Acquiror, its Subsidiaries or any of furnishing their respective Representatives in their capacity as such) any non-public information relating to such Stockholder, its Covered Shares or the Company or any of its Subsidiaries or afford to any Person or Group (other than Acquiror, its Subsidiaries or any of their respective Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information) , or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission of or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any proposaloffer, offer inquiry, indication of interest or inquiry proposal that may constitutes or would reasonably be expected to lead to an Acquisition Proposal, ; (iiiii) participate or enter into or engage in discussions or negotiations with any Person or discussions withGroup with respect to an Acquisition Proposal or with respect to any inquiries from Persons relating to any offer, indication of interest or provide any non-public information or data to, any person proposal relating to an Acquisition Proposal (other than Parent informing such Persons of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any offer, inquiry, indication of its affiliates interest or representatives) relating to any Acquisition Proposal proposal that constitutes, or any proposal, offer or inquiry that may would reasonably be expected to lead to to, an Acquisition Proposal, ; (iiiv) 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, enter into any letter of intent, memorandum of understanding, merger agreement, option acquisition agreement or other agreement Contract (whether written, oral, binding or non-binding) relating to an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, Transaction; or (vvi) agree authorize or commit to do any of the foregoing. The ; provided, that, notwithstanding anything to the contrary in the foregoing, nothing shall prohibit any Stockholder hereby agrees immediately or its Representatives from taking any action which the Company is permitted to cease take in compliance with Section 5.4 of the Merger Agreement, including, from the date of the Merger Agreement until the Company’s receipt of Requisite Stockholder Approval and cause to be terminated all existing solicitationsfollowing the execution and delivery of an Acceptable Confidentiality Agreement, (x) participating or engaging in discussions or negotiations with with; or (y) (1) furnishing any Person with respect non-public information relating to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates Subsidiaries to, or (2) affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries to, in each case, any Person or Group or their respective Representatives in compliance with Section 6.2 that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the Merger Agreement shall be that did not result from a violation by the Stockholder material breach of this Section 5.4(a)) of the Merger Agreement, in each case, if the Company and the Company Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that an Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Each Stockholder hereby represents and warrants that such Stockholder has read Section 5.4 of the Merger Agreement and agrees not to facilitate or participate in any actions prohibited thereby.

No Solicitation. (a) The Such Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it shall not, and shall use its reasonable best efforts to ensure that any of cause its Affiliates or and its and their respective directors, officers, employees and Representatives do notnot to, and shall not publicly announce any intention to, directly or indirectly, indirectly (ia) solicit, initiate, facilitate or knowingly encourage or facilitate (including by way of furnishing non-public providing information) the submission or announcement of an Acquisition any inquiries, proposals or offers that constitute or may reasonably be expected to lead to any Takeover Proposal, (b) provide any non-public information concerning the Company or any of its Subsidiaries related to, or to any person or group (or any Representative thereof) who may reasonably be expected to make, any Takeover Proposal or any proposalinquiry or proposal relating thereto, (c) engage in any discussions or negotiations with respect to any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to a Takeover Proposal, (d) approve, support, adopt, endorse or recommend any Takeover Proposal or any Acquisition Agreement relating thereto, (e) otherwise cooperate with or assist or participate in, or knowingly facilitate, any such inquiries, proposals, offers, discussions or negotiations or (f) resolve or agree to do any of the foregoing. Such Stockholder shall, and shall cause each of its Representative and Affiliates and its and their respective directors, officers and employees to, immediately cease and cause to be terminated all existing discussions or negotiations with any person or group conducted heretofore with respect to any Takeover Proposal, or any inquiry or proposal that may reasonably be expected to lead to an Acquisition a Takeover Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).

No Solicitation. (a) The Stockholder Shareholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it he shall not, and he shall instruct and use its his reasonable best efforts to ensure that any of its cause his controlled Affiliates or and Representatives do not, directly or indirectly, not to: (i) initiate, solicit, initiateseek, knowingly encourage or knowingly facilitate (including by way any inquiries or the making of furnishing non-public information) the submission of an Acquisition Proposal any proposal or any proposaloffer that constitutes, offer or inquiry that may could reasonably be expected to lead to an Acquisition to, any Alternative Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 Shares in connection with any vote or other action on any of the Section 3.1(a2.1(b) Matters, other than to recommend that stockholders the holders of the Company Shares vote in favor of the adoption approval 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 3.1Agreement, (iviii) vote, approve, adopt furnish any information regarding the Company or recommend, any of the Company Subsidiaries to any Person (other than Parent and Parent’s or publicly propose to approve, adopt the Company’s Representatives acting in their capacity as such) in connection with or recommend, any letter of intent, memorandum of understanding, agreement, option agreement or other agreement relating in response to an Acquisition Alternative Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Alternative Proposal, (iv) 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 Alternative Proposal, (v) approve, endorse, submit for the consideration of the holders of Shares or recommend any Alternative Proposal or any proposal, inquiry or offer that may could reasonably be expected to lead to an Alternative Proposal, (vi) make or authorize any public statement, recommendation or solicitation in support of any Alternative Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Alternative Proposal, (vii) enter into any letter of intent or agreement in principle or any Contract providing for, relating to or in connection with any Alternative Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Alternative Proposal or (viii) otherwise facilitate knowingly any effort or attempt to make an Alternative Proposal, in each case except to the extent that at such time the Company is permitted to take such action pursuant to the Merger Agreement (but subject to the same restrictions applicable to the Company with respect to the taking of such action under the Merger Agreement). Immediately following the execution hereof, the Shareholder shall, and shall instruct and use his reasonable best efforts to cause his controlled Affiliates and Representatives to, immediately cease all existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Alternative Proposal, or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal. For avoidance of doubt, or (v) agree the Shareholder shall have no obligation with respect 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 shall have no responsibility hereunder with respect to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken or omission by the Company or any of its Affiliates the Company Subsidiaries or Representatives in compliance with Section 6.2 any of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)their respective Representatives.

No Solicitation. (a) The Stockholder hereby agrees Shareholder shall immediately cease and cause to be terminated any solicitation, encouragement, discussions or negotiations with any Persons (other than Parent, the Purchaser and their respective affiliates and Representatives) that during the term of this Agreement, except as permitted by Section 5.4(b), it shall notmay be ongoing with respect to any Acquisition Proposal, and shall use take the necessary steps to promptly inform such Persons of the obligations set forth in this Section 4. At any time on or after the date hereof until the Expiration Date, the Shareholder will promptly (and in any event within 24 hours) provide Parent with a copy of (or if made orally, a written description of) any inquiry, expression of interest, proposal or offer that the Shareholder receives in its reasonable best efforts capacity as a shareholder of the Company that constitutes or would reasonably be expected to ensure that any of its Affiliates or Representatives do not, directly or indirectly, (i) solicit, initiate, knowingly encourage or facilitate (including by way of furnishing non-public information) the submission of lead to an Acquisition Proposal (including any material modification thereto), or any proposal, offer or inquiry request for information that may would reasonably be expected to lead to an Acquisition Proposal, (ii) participate or enter into or engage that is received by the Shareholder in negotiations or discussions with, or provide its capacity as a shareholder of the Company from any non-public information or data to, any person Person (other than Parent or the Purchaser) after the date hereof including the identity of the Person from which such inquiry, expression of interest, proposal, offer or request for information was received and the material terms and conditions of such Acquisition Proposal (including any material modification thereto). The Shareholder shall keep Parent promptly and reasonably informed of the status, details, terms and conditions (including all material amendments or proposed amendments) of any such inquiry, expression of interest, proposal, offer or request for information, and promptly (and in any event within 24 hours) after receipt or delivery of any of its affiliates the following, provide copies of all documents and written or representativeselectronic communications relating to any such inquiry, expression of interest, proposal, offer or request for information exchanged between the Shareholder and the Person from which such inquiry, expression of interest, proposal, offer or request for information was received (or such Person’s Representatives). This Section 4(a) relating shall not apply to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken received by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of Person other than the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)Shareholder.

No Solicitation. (a) The Stockholder hereby Subject to the provisions of this Section 5.3 set forth below, the Company agrees that during the term of this Agreement, except as permitted by Section 5.4(b), neither it shall not, and shall use its reasonable best efforts to ensure that nor any of its Affiliates Subsidiaries shall, and that it shall direct its and their respective officers, directors, employees, agents and representatives, including any investment banker, attorney or Representatives do notaccountant retained by it or any of its Subsidiaries (“Representative”) not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or facilitate (including by way of furnishing non-public providing information) or facilitate any inquiries, proposals or offers with respect to, or the submission of an Acquisition Proposal making or completion of, any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Alternative Proposal, (ii) engage or participate or enter into or engage in any negotiations or discussions withregarding, or provide or cause to be provided any non-public information or data to, any person (other than Parent relating to the Company or any of its affiliates Subsidiaries in connection with, or representatives) have any discussions with any Person relating to, an actual or proposed Alternative Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to any Acquisition Proposal make or any proposal, offer or inquiry that may reasonably be expected to lead to implement an Acquisition Alternative Proposal, (iii) make approve, endorse 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 voterecommend, or seek propose publicly to advise approve, endorse or influence any Person with respect to the voting ofrecommend, 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 3.1Alternative Proposal, (iv) vote, approve, adopt endorse or recommend, or publicly propose announce an intention to approve, adopt endorse or recommend, or enter into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Alternative Proposal, or (v) agree amend, terminate, waive or fail to do enforce, or grant any consent under, any confidentiality, standstill or similar agreement (provided, that the Company shall be permitted to waive any such agreement to permit the counterparty thereto to make a non-public offer or proposal to the Board of Directors (or Special Committee) of the foregoing. The Stockholder hereby agrees immediately to cease and cause to be terminated all existing solicitations, discussions or negotiations with any Person Company with respect to an Alternative Proposal (except that references in the definition thereof to “20%” shall be deemed to be references to “50%” for purposes of this proviso)). Without limiting the foregoing, it is understood that any Acquisition Proposal violation of the foregoing restrictions by any Subsidiary of the Company or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If Company or any of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted to take under this Section 5.4, it its Subsidiaries shall be deemed to be a breach of this Section 5.4 5.3 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)Company.

No Solicitation. (a) The Stockholder hereby agrees that during From the term date of this AgreementAgreement until the Expiration Time, except as permitted by subject to Section 5.4(b)10, it each Stockholder shall not, and shall cause its Subsidiaries (if any) not to, and shall use its it reasonable best efforts to ensure that any of cause its controlled Affiliates or (if any) and Representatives do notnot to, directly or indirectly, : (ia) solicit, initiate, initiate or knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiry regarding, or the making or submission of an Acquisition Proposal or any proposal, offer or inquiry indication of interest that may constitutes, or would reasonably be expected to lead to an Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions withto, or provide result in, a Company Alternative Proposal; (b) engage in, knowingly encourage, continue or otherwise participate in any non-public information discussions or data to, negotiations with any person (Person other than Parent or the Parent, Merger Sub, the Company and their respective Affiliates and Representatives (any of its affiliates or representativessuch Person a “Third Party”) relating to any Acquisition regarding a Company Alternative Proposal or any inquiry, proposal, offer or inquiry indication of interest that may would reasonably be expected to lead to an Acquisition Proposalto, (iii) make or participate result in, directly or indirectly, a “solicitation” of “proxies” Company Alternative Proposal; (as such terms are used in the rules of the SECc) or powers of attorney or similar rights furnish to vote, or seek to advise or influence any Person with respect Third Party any nonpublic information relating to the voting of, any shares of Company Stock or its Subsidiaries in connection with or for the purpose of facilitating a Company Alternative Proposal or any vote inquiry, proposal, offer or other action on any indication 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 interest that would not violate Section 3.1, (iv) vote, approve, adopt or recommendreasonably be expected to lead to, or publicly propose to approveresult in, adopt a Company Alternative Proposal; (d) recommend or recommend, enter into any other letter of intent, memorandum of understandingunderstandings, agreement in principle, option agreement, option acquisition agreement, merger agreement, joint venture agreement, partnership agreement or other similar agreement relating with respect to an Acquisition a Company Alternative Proposal (except for confidentiality agreements permitted thereunder); (e) solicit proxies with respect to a Company Alternative Proposal (other than the Merger and the Merger Agreement) or otherwise knowingly encourage or assist any proposal, offer Person in taking or inquiry planning any action that may could reasonably be expected to lead to an Acquisition Proposalcompete with, restrain, or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; (vf) knowingly encourage or recommend any other holder of Company Common Stock to not adopt the Merger Agreement or approve the transactions contemplated by the Merger Agreement, including the Merger, or make any public statement approving or recommending a Company Alternative Proposal; (g) initiate a stockholders’ vote or action by written consent of the Company’s stockholders with respect to a Company Alternative Proposal; or (h) approve, authorize or agree to do any of the foregoing. The Stockholder hereby agrees immediately foregoing or otherwise knowingly facilitate any effort or attempt to cease and cause to be terminated all existing solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition make a Company Alternative Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).

No Solicitation. (a) The Stockholder hereby agrees that during the term of this AgreementSubject to Section 9, except as permitted by Section 5.4(b), it Securityholder shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to ensure that any of cause its Affiliates or and Representatives do not, not to: (a) directly or indirectlyindirectly solicit, (i) solicitseek, initiate, knowingly encourage encourage, or knowingly facilitate (including by way any inquiries regarding, or the making of, any submission or announcement of furnishing non-public information) the submission of an Acquisition Proposal a proposal or any proposaloffer that constitutes, offer or inquiry that may is reasonably be expected likely to lead to an Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person Parent Acquisition Proposal; (other than Parent b) directly or indirectly engage in, continue, or otherwise participate in any of its affiliates discussions or representatives) relating negotiations regarding, or furnish or afford access to any Acquisition Proposal or other Person any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 information in connection with or for the purpose of encouraging or facilitating, any vote proposal or other action on any of the Section 3.1(a) Matters, other than to recommend offer 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 recommendconstitutes, or publicly propose is reasonably likely to approve, adopt or recommendlead to, any Parent Acquisition Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, agreement, option agreement or other agreement relating similar arrangement with respect to an a Parent Acquisition Proposal; (d) solicit proxies with respect to a Parent Acquisition Proposal (other than the Transactions and the Merger Agreement) or otherwise encourage or assist any proposalPerson in taking or planning any action that is reasonably likely to compete with, offer restrain, or inquiry that may reasonably be expected otherwise serve to lead interfere with or inhibit the timely consummation of the Transactions in accordance with the terms of the Merger Agreement; or (e) initiate a shareholders’ vote of Parent’s shareholders with respect to an a Parent Acquisition Proposal, or (v) agree to do any of . Notwithstanding the foregoing. The Stockholder hereby agrees immediately , 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 (or its Representatives) with respect to cease and cause such Parent Acquisition Proposal if: (i) Parent is permitted to be terminated all existing solicitations, engage in discussions or negotiations with any such Person with respect to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance accordance with Section 6.2 6.04 of the Merger Agreement shall be a violation by Agreement; and (ii) Securityholder’s negotiations and discussions are in conjunction with and ancillary to the Stockholder of this Section 5.4(a)Parent’s discussions and negotiations.

No Solicitation. (a) The Stockholder hereby agrees Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Third Person and its Representatives concerning any Acquisition Proposal or discussion that during could lead to an Acquisition Proposal, cease providing any further information with respect to the term Company, its Subsidiaries or any Acquisition Proposal to any such Third Person or its Representatives, terminate access for any such Third Persons and their Representatives to any physical or electronic data room, and request that any such Third Person and its Representatives in possession of confidential information about the Company or its Subsidiaries that was furnished by or on behalf of the Company to such Persons in connection with such activities, discussions or negotiations return or destroy all such information in accordance with any confidentiality agreement or similar agreement between the Company and such Third Person. From and after the date of this Agreement, except as expressly permitted by this Section 5.4(b6.5, the Company and its Subsidiaries shall not (and the Company shall direct its and their respective Representatives not to), it shall not, and shall use its reasonable best efforts to ensure that any of its Affiliates or Representatives do not, directly or indirectly, (i) solicit, initiaterequest, initiate or knowingly facilitate or encourage or facilitate (including by way of furnishing non-public or disclosing information) the submission of an Acquisition Proposal or any proposal, offer or inquiry that may constitutes, or is reasonably be expected likely to lead to, an Acquisition Proposal, or take any other action to an facilitate or initiate the making of any Acquisition Proposal, (ii) enter into, continue or otherwise participate in discussions or enter into or engage in negotiations or discussions with, furnish or provide make available any non-public information information, or data toafford access to the business, any person (other than Parent properties, assets, books or records of the Company or any of its affiliates or representatives) relating to Subsidiaries to, any Third Person in connection with any Acquisition Proposal or any proposal, offer or inquiry that may could reasonably be expected to lead to to, an Acquisition Proposal, (iii) make amend or participate in, directly grant any waiver or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) release under or powers of attorney fail to enforce any standstill or similar rights to vote, or seek to advise or influence any Person agreement with respect to the voting of, any shares class 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 equity securities of the Company vote in favor or any of its Subsidiaries, unless the Company Board after considering advice from outside legal counsel to the Company that the failure to waive or release or fail to enforce such provision would reasonably be expected to be inconsistent with its fiduciary duties under applicable Laws of the adoption State 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 3.1Delaware, (iv) voteapprove any Third Person becoming an “interested stockholder” under Section 203 of the DGCL, approve, adopt or recommend, or publicly propose to approve, adopt or recommend, (v) enter into any letter of intentagreement in principle, memorandum of understanding, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other agreement similar Contract relating to an Acquisition Proposal or any proposal(other than the confidentiality agreements permitted under Section 6.5(b)(iii)) (each, offer or inquiry that may reasonably be expected to lead to an “Acquisition Proposal, Agreement”) or (vvi) agree propose publicly to do any of the foregoing. The Stockholder hereby agrees immediately to cease Nothing in this Section 6.5 shall prohibit the Company, its Subsidiaries and cause to be terminated all existing solicitations, discussions or negotiations with its and their respective Representatives from informing any Person with respect to of the existence of the provisions contained in this Section 6.5 or clarifying the terms and conditions thereof. It is understood that any Acquisition Proposal violation of the restrictions on the Company set forth in this Section 6.5 by any Subsidiary of the Company or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and of their respective Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 6.5 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)Company.

No Solicitation. (a) The Prior to the Expiration Date, each Stockholder hereby agrees that during (in its, his or her capacity as a stockholder of the term of this Agreement, except as permitted by Section 5.4(b), it Company) shall not, shall cause each of its, his or her controlled Affiliates and its and their respective directors and officers to not, and shall not authorize, and shall use its reasonable best efforts to ensure that any of cause, its Affiliates or and its controlled Affiliates’ other Representatives do to not, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or facilitate (including by way assist, any offer, inquiry, indication of furnishing non-public information) the submission of an Acquisition Proposal interest or proposal that, in any proposalsuch case, offer constitutes, or inquiry that may would reasonably be expected to lead to to, an Acquisition Proposal, ; (ii) participate furnish to any Person or enter into Group (other than Parent, Merger Sub or engage any of their respective Representatives in negotiations or discussions with, or provide their capacity as such) any non-public information or data to, any person (other than Parent relating to the Company or any of its affiliates Subsidiaries or representativesafford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their capacity as such) relating access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any proposaloffer, offer inquiry, indication of interest or inquiry that may proposal that, in any such case, constitutes or would reasonably be expected to lead to an Acquisition Proposal, (iii) make participate or participate in, directly engage in discussions 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 negotiations with any Person or Group with respect to the voting of, any shares of Company Stock in connection with any vote an Acquisition Proposal 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 any inquiries from third Persons about making an offer, indication of interest or proposal relating to an Acquisition Transaction (other than informing such Persons of the provisions contained in a manner that would not violate this Section 3.12.1(a)), (iv) vote, approve, adopt endorse or recommendrecommend any offer, inquiry, indication of interest or proposal that, in any such case, constitutes, or publicly propose would reasonably be expected to approvelead to, adopt or recommendan Acquisition Proposal, (v) enter into any letter of intent, memorandum of understanding, merger agreement, option acquisition agreement or other agreement Contract (whether written or oral, binding or non-binding) relating to an Acquisition Proposal Transaction, (vi) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in connection with either the proposal to approve the Merger Agreement and the Merger or any proposalAcquisition Proposal, offer or inquiry that may reasonably be expected to lead (vii) initiate a stockholders’ vote with respect to an Acquisition Proposal, or (vviii) agree become a member of a Group with respect to any voting securities of the Company with respect to an Acquisition Proposal (other than as a result of this Agreement) or (ix) authorize or commit to do any of the foregoing. The ; provided that nothing herein shall prohibit any Stockholder hereby agrees immediately to cease and cause to be terminated all existing solicitationsor any of its, his or her controlled Affiliates or Representatives from participating in any discussions or negotiations with any Person with respect to any a possible stockholders’ consent or voting agreement in connection with an Acquisition Proposal or any offer, proposal or inquiry in the event that may reasonably be expected to lead to an Acquisition Proposalthe Company becomes, and will inform its Affiliates and Representatives of only while the obligations undertaken by the Stockholder pursuant to this AgreementCompany is, including this Section 5.4(a). If any of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted to take under this such actions pursuant to Section 5.4, it shall be deemed to be a breach of this 5.3(b) or Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence5.3(d) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)with respect to such Acquisition Proposal.

No Solicitation. (a) The Parent Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it shall will not, and shall use will cause its reasonable best efforts to ensure that Representatives not to, and will not announce any of its Affiliates or Representatives do notintention to, directly or indirectly, indirectly (iA) solicit, initiate, solicit or knowingly encourage or knowingly facilitate (including by way any inquiries, expressions of furnishing non-public information) the submission of an Acquisition Proposal interest, proposals or any proposal, offer offers that constitute or inquiry that may would reasonably be expected to lead to an Acquisition Proposal, (iiB) participate or enter into or engage in or otherwise participate in any discussions or negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any regarding an Acquisition Proposal or any proposal, offer or inquiry that may would reasonably be expected to lead to an Acquisition Proposal, (iiiC) make provide (including through access to any data room) any non-public information to any Person relating to the Company 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 voteParent, or seek to advise or influence any Person of their respective Subsidiaries with respect to the voting of, any shares of Company Stock in connection with any vote an Acquisition Proposal or other action on any of the Section 3.1(a) Matters, other than to recommend that stockholders of the Company vote in favor or Parent reasonably expects would be used for the purposes 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 3.1formulating an Acquisition Proposal, (ivD) voteenter into any agreement, approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any letter of intent, memorandum of understanding, agreement, option agreement in principle 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 Contract with respect to any Acquisition Proposal, (E) submit any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected matter related thereto to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives the vote of the obligations undertaken by stockholders of the Stockholder pursuant Company or the Parent, or (F) resolve or agree or publicly propose to, or permit the Parent or any of its Subsidiaries or any of its or their Representatives to this Agreement, including this Section 5.4(a). If resolve or agree or publicly propose to take any of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted actions referred to take under this Section 5.4, it shall be deemed to be a breach of this Section 5.4 by the Stockholderin clauses (A) - (E). Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company Parent Stockholder, directly or any indirectly through one or more of its Affiliates or Representatives Representatives, may engage in compliance the actions referred to in clauses (A)-(E) of this Section 8 with any Person if the Parent is permitted to engage in such actions with such Person pursuant to Section 6.2 7.9 of the Merger Agreement shall be a violation by Agreement, in each case subject to the Stockholder restrictions and limitations set forth in Section 7.9 of this Section 5.4(a)the Merger Agreement.

No Solicitation. (a) The Stockholder hereby agrees that during From and after the term date of this AgreementAgreement until the Termination Date, except as permitted by provided in Section 5.4(b)1.2(b) or Section 5.2, it shall the Stockholder will not, and shall use will cause its reasonable best efforts to ensure that any of [Subsidiaries and its Affiliates or and their respective] Representatives do notnot to, directly or indirectly, : (i) solicit, initiate, or knowingly encourage or knowingly induce or knowingly facilitate (including by way the making, submission or announcement of furnishing non-public information) any inquiries or the submission making of an Acquisition Proposal any proposal or any proposaloffer constituting, offer related to or inquiry that may would reasonably be expected to lead to an Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide furnish any non-public information or data to, regarding any person of the Acquired Companies to any Person (other than Parent and Parent’s or any of its affiliates the Company’s Representatives acting in their capacity as such) in connection with or representatives) relating in response to any an Acquisition Proposal or any proposal, inquiry or offer or inquiry that may would reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used engage 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 or any offerproposal, 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 may would reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives (v) make or authorize any public statement, recommendation or solicitation in support of the obligations undertaken by the any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal or (vi) enter into any letter of intent or agreement in principle or any Contract providing for, relating to or in connection with any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal. The Stockholder pursuant to this Agreement, including agrees that any breach of this Section 5.4(a). If 1.2(a) by any [Subsidiary or any] of the Stockholder’s Affiliates its [or their respective] Representatives takes any action that the Stockholder is not permitted to take under this Section 5.4, it shall be deemed to be constitute a breach of this Section 5.4 1.2(a) by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).

No Solicitation. (a) The Stockholder hereby Company represents and warrants to, and covenants and agrees with, Parent and the Purchaser that during neither the term Company nor any of the Subsidiaries has any agreement, arrangement or understanding with any potential acquiror that, directly or indirectly, would be violated, or require any payments, by reason of the execution, delivery and/or consummation of this Agreement. The Company shall, except and shall cause the Subsidiaries and its and their officers, directors, employees, investment bankers, attorneys and other agents and representatives to, immediately cease any existing discussions or negotiations with any person other than Parent or the Purchaser (a "Third Party") heretofore conducted with respect to any Acquisition Transaction (as permitted by Section 5.4(bhereinafter defined), it . The Company and the Board of Directors of the Company shall not, and the Company shall use cause the Subsidiaries and its reasonable best efforts to ensure that any of its Affiliates or Representatives do notand their respective officers, directors, employees, investment bankers, attorneys and other agents and representatives not to, directly or indirectly, (iw) withdraw or modify (or resolve to withdraw or modify) in a manner adverse to Parent the approval or recommendation of the Board of Directors of the Company of this Agreement or any of the transactions contemplated hereby or recommend (or resolve to recommend) an Acquisition Transaction with a Third Party to the Shareholders, (x) solicit, initiate, knowingly continue, facilitate or encourage or facilitate (including by way of furnishing or disclosing non-public information) the submission of an Acquisition Proposal any inquiries, proposals or offers from any proposalThird Party with respect to, offer or inquiry that may could reasonably be expected to lead to, any acquisition or purchase of a material portion of the assets or business of, or a 15% or more voting equity interest in (including by way of a tender offer), or any amalgamation, merger, consolidation or business combination with, or any recapitalization or restructuring, or any similar transaction involving, the Company or any of the Subsidiaries (the foregoing being referred to collectively as an "Acquisition Transaction"), or (y) negotiate, explore or otherwise communicate in any way with any Third Party with respect to any Acquisition Transaction or enter into, approve or recommend any agreement, arrangement or understanding requiring the Company to abandon, terminate or fail to consummate the Offer and/or the Merger or any other transaction contemplated hereby. Notwithstanding anything to the contrary in the foregoing, the Company may, prior to the purchase of Shares pursuant to the Offer, in response to an unsolicited written proposal with respect to an Acquisition ProposalTransaction involving the acquisition of all of the Shares (or all or substantially all of the assets of the Company and the Subsidiaries) from a Third Party or in response to an unsolicited all cash tender offer for any and all Shares (i) furnish or disclose non-public information to such Third Party, (ii) participate negotiate, discuss or enter into otherwise communicate with such Third Party and (iii) in the case of an unsolicited all cash tender offer for any and all Shares, withdraw or engage modify (or resolve to 22 26 withdraw or modify) in negotiations a manner adverse to Parent the approval or discussions withrecommendation of this Agreement and the transactions contemplated hereby or recommend (or resolve to recommend) an Acquisition Transaction with a Third Party to Shareholders, in each case only if the Board of Directors of the Company determines in good faith: (1) (after consultation with Jannxx Xxxtxxxxxx Xxxxx Xxx.) that such proposal or provide such unsolicited all cash tender offer, as the case may be, is more favorable to the Shareholders from a financial point of view than the transaction contemplated hereby (including any adjustment to the terms and conditions proposed by Parent and the Purchaser in response to such proposal or such unsolicited all cash tender offer, as the case may be), (2) (after consultation with Jannxx Xxxtxxxxxx Xxxxx Xxx.) that sufficient financing is obtainable with respect to such proposal or such unsolicited all cash tender offer, as the case may be, such that the proposed Acquisition Transaction will be consummated without material delay and (3) that the proposed Acquisition Transaction (including, if applicable, such an unsolicited all cash tender offer) is not subject to any regulatory approvals that could reasonably be expected to prevent or materially delay its consummation (a proposal with respect to an Acquisition Transaction (including, if applicable, such an unsolicited all cash tender offer) meeting the requirements of clauses (1) through (3) is referred to herein as a "Superior Proposal"). Prior to furnishing or disclosing any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 solicitationsentering into negotiations, discussions or negotiations other communications with, such Third Party, the Company shall receive from such Third Party an executed confidentiality agreement with any Person with respect to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of terms no less favorable in the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) aggregate to the contraryCompany than those contained in the Confidentiality Agreement between the Company and Parent (the "Confidentiality Agreement"), no action taken by but which confidentiality agreement shall not provide for any exclusive right to negotiate with the Company or any payments by the Company. The Company shall provide to Parent copies of its Affiliates or Representatives in compliance all such non-public information delivered to such Third Party concurrently with Section 6.2 such delivery. Notwithstanding the foregoing, the Company and the Board of Directors of the Merger Agreement Company shall be not, and the Company shall cause its affiliates not to, withdraw or modify (or resolve to withdraw or modify) in a violation by manner adverse to Parent the Stockholder approval or recommendation of this Agreement or any of the transactions contemplated hereby, or recommend (or resolve to recommend) an Acquisition Transaction with a Third Party to the Shareholders or enter into a definitive agreement with respect to a Superior Proposal unless (w) the Company has given Parent three business days' notice of the intention of the Board of Directors to withdraw or modify (or resolve to withdraw or modify) in a manner adverse to Parent the approval or recommendation of this Agreement or any of the transactions contemplated hereby, or recommend (or resolve to recommend) an Acquisition Transaction with a Third Party to the Shareholders or the intention of the Company to enter into such definitive agreement, as the case may be, (x) if Parent makes a counter-proposal within such three business day period, the Board of Directors of the Company shall have determined, in light of any such counter-proposal, that the Third Party Acquisition Transaction proposal is still a Superior Proposal, (y) the Company concurrently terminates this Agreement in accordance with the terms hereof and pays any Termination Fee (as defined) required under Section 5.4(a8.03(b) and agrees to pay any other amounts required under such Section 8.03(b), and (z) with respect to a definitive agreement, such agreement permits the Company to terminate it if it receives a Superior Proposal, such termination and related provisions to be on terms no less favorable to the Company, including as to fees and reimbursement of expenses, as those contained herein.

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except Except as expressly permitted by this Section 5.4(b)5.3, it shall notfrom and after the date hereof, the Company shall, and shall use cause its reasonable best efforts to ensure that any of its Affiliates or Subsidiaries and Representatives do not, directly or indirectlyto, (ix) solicit, initiate, knowingly encourage promptly cease and cause to be terminated any discussions or facilitate (including by way of furnishing non-public information) the submission of an Acquisition Proposal or negotiations with any proposal, offer or inquiry Third Party that may reasonably be expected to lead to an Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating ongoing with respect to any Acquisition Proposal or any proposal, inquiry or offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform (y) request any such Third Party to promptly return or destroy all confidential information concerning the Company and its Affiliates Subsidiaries. Except as expressly permitted by this Section 5.3, from and after the date hereof until the Acceptance Time, or, if earlier, the termination of this Agreement in accordance with Article 7, the Company shall not, and shall cause its Subsidiaries not to, and shall instruct its Representatives not to on behalf of the obligations undertaken by Company, (A) initiate, solicit, knowingly facilitate or intentionally encourage the Stockholder pursuant making of any offer or submission that constitutes or would reasonably be expected to this Agreement, including lead to an Acquisition Proposal; (B) engage in or knowingly facilitate any discussions or negotiations with respect thereto (other than informing any Third Party of the existence of the provisions contained in this Section 5.4(a5.3), except that, the Company may ascertain facts from any Person making an Acquisition Proposal for the purpose of the Company Board informing itself about such Acquisition Proposal and the Third Party making it; (C) make available any non-public information regarding the Company or its Subsidiaries to any Person (other than Parent, and Merger Sub and their respective Representatives acting in their capacities as such) in connection with or in response to an Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal; (D) enter into any letter of intent or agreement in principle or any Contract concerning any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement in accordance with Section 5.3(b)); or (E) reimburse or agree to reimburse the expenses of any other Person (other than the Company’s Representatives) in connection with an Acquisition Proposal or any inquiry, discussion, offer or request that would reasonably be expected to lead to an Acquisition Proposal. If Except as expressly permitted by this Section 5.3, from and after the date hereof until the Acceptance Time, or, if earlier, the termination of this Agreement in accordance with Article 7, neither the Company Board nor any committee thereof shall (i) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (ii) withdraw, change or qualify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation, (iii) approve or cause the Company to enter into any merger agreement, acquisition agreement, memorandum of understanding, agreement in principle, investment agreement, letter of intent or other similar agreement relating to any Acquisition Proposal (in each case, an “Alternative Acquisition Agreement”), (iv) fail to include the Company Board Recommendation in the Proxy Statement or (v) resolve or agree to do any of the Stockholder’s Affiliates or Representatives takes foregoing (any action that set forth in the Stockholder is not permitted to take under this Section 5.4foregoing clauses (i), it shall be deemed to be a breach (ii), (iv) or (v) of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement sentence (including the immediately preceding sentence) to the contrary, no action taken by extent related to the Company foregoing clauses (i) or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder (ii) of this Section 5.4(asentence), a “Change of Board Recommendation”).

No Solicitation. (a) The Stockholder hereby agrees that during None of the term of this AgreementCompany, except as permitted by Section 5.4(b)Quartet, it shall not, and shall use its reasonable best efforts to ensure that or any of its Affiliates or Representatives do nottheir respective Affiliates, directors, employees, agents and representatives will, directly or indirectly, (i) solicit, solicit or initiate, or knowingly encourage encourage, induce or facilitate (including by way of furnishing non-public providing information) a proposal for an alternative transaction involving the submission of Company or Quartet (an Acquisition “Alternative Transaction Proposal”) or any inquiry or proposal that constitutes or may reasonably be expected to result in an Alternative Transaction Proposal, (ii) participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information with respect to, or cooperate in any way with any Person (whether or not a Person making an Alternative Transaction Proposal) with respect to any Alternative Transaction Proposal or any proposal, offer inquiry or inquiry proposal that may reasonably be expected to lead to result in an Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Alternative Transaction Proposal, (iii) make approve 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 voterecommend, or seek propose to advise approve or influence any Person with respect to the voting ofrecommend, 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 3.1Alternative Transaction Proposal, (iv) vote, approve, adopt approve or recommend, or publicly propose to approve, adopt approve or recommend, or execute or enter into, any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or other similar agreement relating related to an Acquisition Proposal any Alternative Transaction Proposal, (v) enter into any agreement or any proposalagreement in principle requiring the Company or Quartet to abandon, offer terminate or inquiry that may reasonably be expected fail to lead to an Acquisition Proposalconsummate the transactions contemplated hereby or breach its obligations hereunder, or (vvi) propose or agree to do any of the foregoing. The Stockholder hereby agrees Each of the Company and Quartet shall, and shall cause its respective agents and representatives to, immediately to cease and cause to be terminated all existing solicitations, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal Alternative Transaction Proposal, or any offer, inquiry or proposal or inquiry that may reasonably be expected to lead result in an Alternative Transaction Proposal, request the prompt return or destruction of all confidential information previously furnished with respect to an Acquisition Alternative Transaction Proposal and immediately terminate all physical and electronic data room access previously granted to any such Person or its agents or representatives with respect to an Alternative Transaction Proposal. For the avoidance of doubt, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If 5.15 shall not in any of the Stockholder’s Affiliates way prohibit Crescendo Advisors II, LLC and its Affiliates, directors, employees, agents and representatives from directly or Representatives takes any action that the Stockholder is indirectly soliciting or initiating, or knowingly encouraging, inducing or facilitating, proposals for transactions not permitted to take under this Section 5.4, it shall be deemed to be a breach of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)involving Quartet.

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except Except as permitted by set forth in Section 5.4(b6.7(b), it shall not, and shall use its reasonable best efforts to ensure that none of the Company nor any of its Affiliates or Representatives do notSubsidiaries shall, and each of them shall cause its respective officers, directors, employees, agents, investment bankers, financial advisors, attorneys, accountants and other retained representatives (each a “Representative”) not to, directly or indirectly, indirectly (i) solicit, initiate, encourage, knowingly encourage or facilitate (including by way of furnishing non-public providing information) or induce any inquiry, proposal or offer with respect to, or the submission of making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person or “group” (as such term is defined in Section 13(d) under the Exchange Act) any confidential or nonpublic information with respect to or in connection with, an Acquisition Proposal Proposal, (iii) take any other action to knowingly facilitate any inquiries or the making of any proposal, offer proposal that constitutes or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iiiv) participate approve, endorse or enter into or engage in negotiations or discussions withrecommend, or provide any non-public information propose to approve, endorse or data to, any person (other than Parent or any of its affiliates or representatives) relating to recommend any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposalagreement related thereto, (iiiv) make enter into any agreement contemplating or participate inotherwise relating to any Acquisition Transaction or Acquisition Proposal (other than any confidentiality agreement required by Section 6.7(b)), (vi) enter into any agreement or agreement in principle requiring, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in Company to abandon, terminate or fail to consummate the rules of the SEC) transactions contemplated hereby 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 Proposalbreach its obligations hereunder, or (vvii) propose or 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).

No Solicitation. (a) The Stockholder hereby agrees that during Each Stockholder, solely in its capacity as a stockholder of the term of this AgreementCompany, except as permitted by Section 5.4(b), it shall not, and shall use cause its reasonable best efforts to ensure that any of its Affiliates or Representatives do notnot to, directly or indirectly, (ia) solicit, initiate, knowingly facilitate or knowingly encourage or facilitate (including by way of furnishing non-public providing information) any inquiries, proposals or offers, or the making of any submission or announcement of an Acquisition Proposal any inquiry, proposal or any proposal, offer that constitutes or inquiry that may would reasonably be expected to lead to an Acquisition any Company Takeover Proposal, (iib) participate directly or indirectly engage in, enter into or engage participate in any discussions or negotiations or discussions withwith any Person regarding, or provide furnish to any non-public Person any information or data afford access to the business, properties, assets, books or records of the Company to, or take any person (other than Parent action to assist, knowingly facilitate or knowingly encourage any of its affiliates effort by any Person, in each case in connection with or representatives) relating in response to any Acquisition Proposal or any proposalinquiry, offer or inquiry proposal that may constitutes, or would reasonably be expected to lead to any Company Takeover Proposal (other than, solely in response to an Acquisition Proposal, (iii) make inquiry that did not result from 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 arise in connection with any vote or other action on any a material breach of this Section 4.6, to refer the inquiring person to the restrictions of this Section 3.1(a) Matters, other than to recommend that stockholders of the Company vote in favor of the adoption 4.6 and of the Merger Agreement and as otherwise expressly provided in this Agreement to limit such Stockholder’s conversation and other communication exclusively to such referral or to otherwise vote or consent with respect to Covered Shares in a manner that would not violate Section 3.1clarify the terms thereof), (ivc) voteenter into any agreement in principle, approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any letter of intent, memorandum of understandingterm sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other agreement similar instrument relating to an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition 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 (ve) resolve or agree to do any of the foregoing. The Each Stockholder hereby agrees shall, and shall cause its Representatives to, immediately to cease and cause to be terminated all existing solicitations, discussions or negotiations with regarding any Person with respect to any Acquisition Proposal or any offerinquiry, proposal or inquiry offer pending on the date of this Agreement that may constitutes, or that would reasonably be expected to lead to an Acquisition to, a Company Takeover Proposal. For clarity, 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) any general partner that is no longer affiliated with such Stockholder, and will inform its Affiliates and Representatives (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)Transactions.

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except as permitted by Subject to Section 5.4(b5.2(b), it the Company shall not, and nor shall use its reasonable best efforts to ensure that it authorize or permit any of its Affiliates Subsidiaries or Representatives do notany of its or their respective directors, officers or employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) to, directly or indirectly, ; (i) solicit, initiate, initiate or knowingly encourage or facilitate (including by way any inquiries or the making of furnishing non-public information) the submission of an Acquisition Proposal any proposal that constitutes or any proposal, offer or inquiry that may is reasonably be expected likely to lead to an Acquisition a Takeover Proposal, ; (ii) participate or enter into or engage participate in any discussions or negotiations regarding any Takeover Proposal, furnish to any Third Party any information (whether orally or discussions in writing) in connection with, or provide in furtherance, of any non-public information Takeover Proposal, or data toafford access to the business, any person (other than Parent properties, assets, books or records of the Company or any of its affiliates Subsidiaries, otherwise cooperate in any way with, or representatives) relating knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made, is seeking to make or has informed the Company of any Acquisition Proposal intention to make, or any proposalhas publicly announced an intention to make, offer or inquiry that may reasonably be expected to lead to an Acquisition a Takeover Proposal, ; (iii) make fail to make, withdraw or participate in, directly modify in a manner adverse to Parent or indirectly, publicly propose to withdraw or modify in a “solicitation” of “proxies” manner adverse to Parent the Offer Recommendation or Merger Recommendation (as such terms are used in the rules of the SEC) it being understood that taking a neutral position or powers of attorney or similar rights to vote, or seek to advise or influence any Person no position with respect to the voting ofany Takeover Proposal shall be considered an adverse modification), 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, approverecommend, adopt or recommendapprove, or publicly propose to approverecommend, adopt or recommendapprove, a Takeover Proposal, or take any action or make any statement inconsistent with the Offer Recommendation or Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”); (iv) take any action not already taken to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction under, or a Third Party becoming an “interested stockholder” under Section 203 of the DGCL, or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal; (v) enter into any agreement in principle, letter of intent, memorandum of understandingterm sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement similar instrument constituting or relating to an Acquisition a Takeover Proposal or any proposal, offer or inquiry that may reasonably be expected (other than a confidentiality agreement of the type referred to lead to an Acquisition Proposal, in Section 5.2(b)); or (vvi) agree to do grant any of the foregoing. The Stockholder hereby agrees immediately to cease and cause to be terminated all existing solicitations, discussions Third Party any waiver or negotiations with release under any Person standstill or similar agreement with respect to any Acquisition Proposal class of equity securities of the Company or any offerof its Subsidiaries. Without limiting the foregoing, proposal or inquiry it is agreed that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives any violation of the obligations undertaken restrictions on the Company set forth in the preceding sentence by any Representative of the Stockholder pursuant to this Agreement, including this Section 5.4(a). If Company or any of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted to take under this Section 5.4, it its Subsidiaries shall be deemed to be a breach of this Section 5.4 5.2(a) by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)Company.

No Solicitation. (a) The Stockholder hereby Company agrees that during neither it nor any of its Subsidiaries nor any of the term officers and directors of this Agreement, except as permitted by Section 5.4(b), it shall notor its Subsidiaries shall, and that it shall use its reasonable best efforts to ensure that cause its and its Subsidiaries’ Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Affiliates or Representatives do not, Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly, : (i) solicit, initiate, encourage, knowingly encourage facilitate or facilitate (including by way of furnishing non-public information) induce any inquiry with respect to, or the making, submission of an Acquisition Proposal or announcement of, any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (ii) participate in any discussions or enter into or engage in negotiations or discussions withregarding, or provide furnish to any non-public Person any nonpublic information or data with respect to, or take any person other action (other than Parent including granting any Person a waiver or release under any standstill or similar agreement with respect to any class of equity security of the Company or any of its affiliates Subsidiaries or representativesamending, waiving or terminating the Rights Plan, other than as contemplated by this Agreement, or redeeming any Company Rights) relating to facilitate any Acquisition Proposal inquiries or the making of any proposal, offer proposal that constitutes or inquiry that may could reasonably be expected to lead to an to, any Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used engage 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, except to notify such Person as to the existence of these provisions (except to the extent specifically permitted pursuant to Section 6.3(c)), (iv) approve, endorse or recommend any Acquisition Proposal (except to the extent specifically permitted pursuant to Section 6.3(d)), or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby (other than a confidentiality agreement specifically permitted pursuant to Section 6.3(c)). The Company and its Subsidiaries will immediately cease and cause to be terminated any offerand all existing activities, proposal discussions or inquiry that may reasonably be expected negotiations with any third parties conducted heretofore with respect to lead any Acquisition Proposal and shall use reasonable best efforts to cause any such Person (including its employees, agents and representatives) in possession of confidential information about the Company in connection with an Acquisition ProposalProposal to return or destroy all such information and all materials, documents, analyses and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the Stockholder’s Affiliates other work product containing or Representatives takes any action derived from that the Stockholder is not permitted to take under this Section 5.4, it shall be deemed to be a breach of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)information.

No Solicitation. (a) The Stockholder hereby agrees that during During the term of this Agreement, except as permitted by Section 5.4(b), it the Shareholder shall not, and nor shall use its reasonable best efforts to ensure that he or she permit any investment banker, attorney or other adviser or representative of its Affiliates or Representatives do notthe Shareholder to, directly or indirectly, (i) solicit, initiate, knowingly encourage or facilitate (including by way providing information or assistance), facilitate or induce any Acquisition Proposal, (ii) engage or participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of furnishing non-public information) the submission of an Acquisition Proposal or any proposal, offer or inquiry proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iii) approve, agree to, accept, endorse or recommend any Acquisition Proposal, (iv) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in the Exchange Act) with respect to an Acquisition Proposal or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (v) initiate a shareholders’ vote or action by consent of ANCX’s shareholders with respect to an Acquisition Proposal, (iivi) participate or enter into or engage in negotiations or discussions withexcept by reason of this Agreement, or provide any non-public information or data to, any person (other than Parent or any become a member of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxiesgroup” (as such terms are term is used in the rules Section 13(d) of the SECExchange Act) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the any voting of, securities of ANCX that takes any shares action in support 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 (vvii) approve, endorse, recommend, agree to do or accept, or propose to approve, endorse, recommend, agree to or accept, any of the foregoing. The Stockholder hereby agrees immediately to cease and cause to be terminated all existing solicitations, discussions Acquisition Agreement contemplating or negotiations with any Person with respect otherwise relating to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).

No Solicitation. (a) The Stockholder hereby agrees that during From the term date hereof until the Effective Time, or, if earlier, the termination of this AgreementAgreement in accordance with Section 9.01, except as permitted by Section 5.4(b), it the Company shall not, and shall use its reasonable best efforts to ensure that any of cause its Affiliates or and its and their respective Representatives do notnot to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage or facilitate (including by way of furnishing non-public information) the submission or announcement of an Acquisition Proposal any inquiries, proposals or any proposal, offer offers that constitute or inquiry that may would reasonably be expected to lead to an Acquisition any Takeover Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent concerning the Company or any of its affiliates Subsidiaries related to, or representatives) relating to any Acquisition Proposal person or group who would reasonably be expected to make, any proposalTakeover Proposal, (iii) engage in any discussions or negotiations with respect to any inquiry, proposal or offer that constitutes or inquiry that may would reasonably be expected to lead to an Acquisition a Takeover Proposal, (iiiiv) make approve, support, adopt, endorse or recommend any Takeover Proposal or any Acquisition Agreement with respect thereto, (v) otherwise knowingly cooperate with or assist 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 ofknowingly facilitate, any shares of Company Stock in connection with any vote such inquiries, proposals, offers, discussions 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, negotiations or (vvi) resolve or agree to do any of the foregoing. The Stockholder hereby agrees Subject to Section 6.02(c), the Company shall, and shall cause its Affiliates and its and their respective Representatives to, (A) immediately to cease and cause to be terminated all existing solicitations, discussions or negotiations with any Person person or group conducted heretofore with respect to any Acquisition Takeover Proposal, or any inquiry or proposal that would reasonably be expected to lead to a Takeover Proposal, (B) immediately terminate access by any Third Party to any physical or electronic data room relating to any Takeover Proposal or any offerinquiry, proposal or inquiry offer that constitutes or would reasonably be expected to lead to a Takeover Proposal and (C) promptly (and in any event within 24 hours after the date of this Agreement) request the prompt return or destruction of any confidential information provided to any Third Party within the twelve (12) months immediately preceding the date of this Agreement in connection with any Takeover Proposal or any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to an Acquisition a Takeover Proposal, and will inform its Affiliates and Representatives . Any violations of the obligations undertaken by the Stockholder pursuant to this Agreement, including restrictions set forth in this Section 5.4(a). If 6.02 by any Representative of the Company or any of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted to take under this Section 5.4, it its Subsidiaries shall be deemed to be a breach of this Section 5.4 6.02 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)Company.

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it shall HFP will not, and shall use its reasonable best efforts to ensure that will not permit or --------------- cause any of its Affiliates Subsidiaries or Representatives do notany of the officers and directors of it or its Subsidiaries to, and shall direct and cause its and its Subsidiaries' employees, agents and representatives (including any advisor, investment banker, attorney or accountant retained by it or any of its Subsidiaries) ("Representatives") not to, directly or indirectly, (i) initiate, solicit, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing non-public information) ), any inquiries or the submission making of an Acquisition Proposal any proposal or offer with respect to a tender offer, merger, reorganization, share exchange, consolidation or similar transaction involving, or any proposalpurchase of any substantial assets or voting securities of, HFP and its Subsidiaries taken as a whole (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")). HFP will not, and will not permit or inquiry that may reasonably be expected cause any of its Subsidiaries or any of the officers and directors of it or its Subsidiaries to lead and shall direct and cause its and its Subsidiaries' employees, agents and Representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that prior to the approval of the Merger by the HFP Stockholders HFP may, and may authorize and permit its employees, agents and Representatives to, furnish or cause to be furnished confidential information and may participate in unsolicited negotiations and discussions if the HFP Board (a) determines in good faith (after consultation with and based upon the advice of outside legal counsel) that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable law, and (b) determines in good faith, after consultation with its financial advisor, that such Acquisition Proposal 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 HFP's shareholders from a financial point of view than the transaction contemplated by this Agreement, but only if (i) prior to furnishing such information to, or entering into discussions or negotiations with such person or entity, HFP receives from such person or entity an executed confidentiality agreement in substantially the same form as the Confidentiality Agreement and (ii) participate or enter into or engage HFP is not then in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any breach of its affiliates or representatives) relating obligations under this Section such that Xxxxxx would have the right to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 terminate the Merger Agreement and as otherwise expressly provided in this Agreement or pursuant to otherwise vote or consent with respect to Covered Shares in a manner that would not violate Section 3.1, (iv8.1(b) 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 foregoinghereof. The Stockholder hereby agrees HFP will immediately to cease and cause to be terminated all any existing solicitationsactivities, discussions or negotiations with any Person parties conducted heretofore with respect to any Acquisition Proposal of the foregoing. HFP will notify Xxxxxx immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any offersuch discussions or negotiations are sought to be initiated or continued with, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of its officers, directors or its Representatives indicating, in connection with such no- xxxx, the Stockholder’s Affiliates name of such person and the material terms and conditions of any proposals or Representatives takes any action that offers. During the Stockholder is not permitted to take under this Section 5.4, it shall be deemed to be a breach period from the date of this Section 5.4 by Agreement through the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) Effective Time, HFP shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to the contrary, no action taken by the Company which it or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be Subsidiaries is a violation by the Stockholder of this Section 5.4(a)party.

No Solicitation. (a) The Stockholder hereby agrees that during During the term of this AgreementInterim Period, except as permitted by Section 5.4(b), it the Seller Parties shall not, and shall cause their Affiliates not to, and shall use its reasonable best efforts to ensure that any of its Affiliates or cause their Representatives do notnot to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage or facilitate (including by way of furnishing non-public information) the submission or announcement of an Acquisition Proposal any inquiries, proposals or any proposal, offer offers that constitute or inquiry that may would reasonably be expected to lead to an Acquisition Proposalany Takeover Proposal (as defined below), (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data concerning the Seller Parties related to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal Person or group (as defined below) who would reasonably be expected to make, any proposalTakeover Proposal, (iii) engage in any discussions or negotiations with respect to any inquiry, proposal or offer that constitutes or inquiry that may would reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 Takeover Proposal, or (viv) agree approve, support, adopt, endorse or recommend any Takeover Proposal or any Acquisition Agreement (as defined below) with respect thereto. Subject to do any of Section 6.2(c), the foregoing. The Stockholder hereby agrees Seller Parties shall, and shall cause their Affiliates to, and shall use their reasonable best efforts to cause their Representatives to, (A) immediately to cease and cause to be terminated all existing solicitations, discussions or negotiations with any Person or group conducted heretofore with respect to any Acquisition Proposal Takeover Proposal, or any offer, inquiry or proposal or inquiry that may would reasonably be expected to lead to an Acquisition Proposal, a Takeover Proposal and will inform its Affiliates and Representatives of the obligations undertaken (B) immediately terminate access by the Stockholder pursuant any third party to this Agreement, including this Section 5.4(a). If any of the Stockholder’s Affiliates physical or Representatives takes electronic data room relating to 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company Takeover Proposal or any of its Affiliates inquiry, proposal or Representatives in compliance with Section 6.2 of the Merger Agreement shall offer that constitutes or would reasonably be expected to lead to a violation by the Stockholder of this Section 5.4(a)Takeover Proposal.

No Solicitation. (a) The Stockholder hereby Company agrees that during none of the term Company, any Company Subsidiary or any of this Agreementthe officers and directors of the Company or the Company Subsidiaries shall, except as permitted by Section 5.4(b), and that it shall notcause its and the Company Subsidiaries’ employees, agents and shall use its reasonable best efforts to ensure that representatives (including any of its Affiliates investment bankers, attorneys or Representatives do notaccountants retained by it or any Company Subsidiary) not to, directly or indirectly, (i) solicit, initiate, solicit or take any action to knowingly facilitate or encourage or facilitate (including by way of furnishing non-public information) the submission of an Acquisition Proposal any inquiry, proposal or offer with respect to, or any transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization or similar transaction involving the Company or any Company Subsidiary, or any purchase or sale of 20% or more of the consolidated assets of the Company and the Company Subsidiaries, taken as a whole (including stock of the Company Subsidiaries), or any purchase or sale of, or tender or exchange offer for, the Company’s equity securities that, if consummated, would result in any person (or the stockholders of such person) beneficially owning securities representing 20% or more of the Company’s total voting power (or of the surviving parent entity in such transaction) (any such inquiry, proposal, offer or inquiry that may reasonably transaction, an “Acquisition Proposal”), (ii) have any discussion with or provide or cause to be expected provided any non-public information to lead any person relating to an Acquisition Proposal, (ii) participate or enter into or engage or participate in any negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to concerning an Acquisition Proposal, (iii) 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 endorse or recommend, or propose publicly propose to approve, adopt endorse or recommend, any Acquisition Proposal or (iv) approve, endorse or recommend, propose publicly to approve, endorse or recommend, or execute or enter into, any letter of intent, memorandum of understanding, option agreement, option agreement in principle, merger agreement, acquisition 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 Proposalsimilar agreement, 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 foregoing related to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).

No Solicitation. (a) The Stockholder hereby Prior to the Effective Time, the Company agrees that during the term of this Agreementneither it, except as permitted by Section 5.4(b), it shall not, and shall use its reasonable best efforts to ensure that any of its Affiliates Subsidiaries or Representatives do notits affiliates, directly or indirectly, (i) solicit, initiate, knowingly encourage or facilitate (including by way of furnishing non-public information) the submission of an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 nor any of the Section 3.1(a) Mattersrespective directors, other than to recommend that stockholders officers, employees, affiliates, agents or representatives 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 3.1foregoing (including, (iv) vote, approve, adopt or recommend, or publicly propose to approve, adopt or recommendwithout limitation, any letter of intentinvestment banker, memorandum of understanding, agreement, option agreement attorney 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken accountant retained by the Company or any of its Affiliates Subsidiaries) will, directly or Representatives in compliance indirectly, solicit, initiate, facilitate or encourage (including by way of furnishing or disclosing non-public information) any inquiries or the making of any proposal with Section 6.2 respect to or which may reasonably be expected to lead to, any merger, consolidation or other business combination involving the Company or any Subsidiary of the Merger Agreement shall be a violation Company (other than any acquisition by the Stockholder Company permitted under Section 6.1(c)) or the acquisition of all or any significant assets or capital stock of the Company or any Subsidiary of the Company taken as a whole (an "Acquisition Transaction") or negotiate, explore or otherwise engage in discussions with any corporation, partnership, person, other entity or group (as defined in Section 13(d)(2) of the Exchange Act) (other than Parent and its representatives) in furtherance of such inquiries or with respect to any Acquisition Transaction, or endorse any Acquisition Transaction, or enter into any agreement, arrangement or understanding with respect to any such Acquisition Transaction or which would require it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement; provided, however, that the Company may, in response to an unsolicited written proposal from a third party, furnish information to and engage in discussions with such third party, in each case only if the Board of Directors of the Company determines in good faith by a majority vote, after consultation with its financial advisor, Houlihan, Lokey, Xxxxxx & Xxxxx, Inc., and after reviewing the advice of outside counsel to the Company, that such action is reasonably likely to be required by the fiduciary duties of the Board of Directors and, prior to taking such action, the Company (i) provides reasonable notice to Parent to the effect that it is taking such action and (ii) receives from such corporation, partnership, person or other entity or group (and delivers to Parent) an executed confidentiality agreement in reasonably customary form. The Company agrees that as of the date hereof, it, its Subsidiaries and affiliates, and the respective directors, officers, employees, agents and representatives of the foregoing, shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person (other than Parent and its representatives) conducted heretofore with respect to any Acquisition Transaction. The Company agrees to immediately advise Parent in writing of any inquiries or proposals (or desire to make a proposal) received by (or indicated to), any such information requested from, or any such negotiations or discussions sought to be initiated or continued with, any of it, its Subsidiaries or affiliates, or any of the respective directors, officers, employees, agents or representatives of the foregoing, in each case from a corporation, partnership, person or other entity or group (other than Parent and its representatives) with respect to an Acquisition Transaction, and the terms thereof, including the identity of such third party, and to update on an ongoing basis or upon Parent's request, the status thereof, as well as any actions taken or other developments pursuant to this Section 5.4(a7.2(a). Notwithstanding anything in the foregoing provisions of the Section 7.2(a) to the contrary: (i) the Company shall not disclose any information received by it or any of its directors, officers, employees, agents or representatives pursuant to the Confidentiality Agreement or any other confidentiality or other similar agreement between the Company and Parent to any person in violation of such agreement and (ii) the Company shall not be obligated to disclose to Parent any confidential information provided to the Company by any third party in violation of any confidentiality agreement between the Company and such third party provided for in this Section 7.2.

No Solicitation. (a) The Stockholder hereby agrees that during From and after the term date hereof, --------------- Telco, without the prior written consent of this AgreementEXCEL, except as permitted by Section 5.4(b), it shall will not, and shall use its reasonable best efforts to ensure that will not authorize or permit any of its Affiliates or Party Representatives do not(as defined in Section 7.5(b) hereof) to, directly or indirectly, (i) solicit, initiate, knowingly initiate or encourage or facilitate (including by way of furnishing non-public information) or take any other action to facilitate any inquiries or the submission making of an Acquisition Proposal any proposal which constitutes or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition ProposalProposal (as defined below) from any person, (ii) participate or enter into or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; provided, however, that notwithstanding any -------- ------- other provision hereof, Telco may (i) at any time prior to the time its stockholders shall have voted to approve this Agreement, respond to, or engage in discussions or negotiations with, a third party who (without any solicitation, initiation, encouragement, discussion or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate innegotiation, directly or indirectly, a “solicitation” of “proxies” (as by or with Telco or its Party Representatives after the date hereof) seeks to initiate such terms are used in the rules of the SEC) discussions or powers of attorney or similar rights to votenegotiations and may furnish such third party information concerning Telco and its business, or seek to advise or influence any Person with respect properties and assets if, and only to the voting ofextent that, any shares (A)(x) the third party has first made a bona fide Acquisition Proposal and (y) the Board of Company Stock Directors of Telco shall conclude in connection with any vote good faith, after considering applicable law, on the basis of oral or other written advice of outside counsel, that such action on any is necessary for the Board of the Section 3.1(a) Matters, other than Directors of Telco 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 act in a manner that would not violate Section 3.1, consistent with its fiduciary duties under applicable law and (ivB) vote, approve, adopt prior to first furnishing such information to 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, entering into discussions or negotiations with any Person such person, Telco (x) provides prompt notice to EXCEL to the effect that it is furnishing information to or entering into discussions or negotiations with respect such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to any such person or entity than the terms contained in the Confidentiality Agreement (as defined in Section 7.5(b) hereof), (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) provided Telco terminates this Agreement pursuant to Section 9.1(h) hereof, accept an Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of from a third party. Consistent with the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 foregoing provisions of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the 6.3, Telco shall immediately preceding sentence) to the contrary, no action taken by the Company or cease and terminate any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).currently

No Solicitation. Until the earlier of (ai) The Stockholder hereby agrees that during the term Closing Date and (ii) the date of termination of this Agreement, except as permitted by Agreement pursuant to the provisions of Section 5.4(b7.1 (the "Expiry Date"), it Seller shall not, and shall use cause its reasonable best efforts directors, officers, agents, Employees, affiliates, attorneys, accountants, financial advisers or other representatives (collectively, "Representatives") not to, directly or indirectly: (i) solicit, encourage, initiate, entertain, review or participate in any negotiations or discussions with respect to ensure that any offer, indication of its Affiliates interest or Representatives do notproposal, whether oral, written, or otherwise, formal or informal, to, directly or indirectly, (ia) solicit, initiate, knowingly encourage or facilitate (including by way of furnishing non-public information) the submission of an Acquisition Proposal acquire all or any proposalmaterial part of the Assets, offer whether by purchase of assets, exclusive license, joint venture formation, purchase of stock, acquisition or other business combination, or otherwise or (b) evaluate, represent Seller in, commence preparations for or underwrite or participate in underwriting an initial public offering or the issuance of equity securities, securities convertible into or exchangeable for equity securities (including, but not limited to, options, warrants and other derivative securities) of Seller or its affiliates (any of the items listed in (i)(a) or (i)(b) being termed a "Competing Proposed Acquisition"), (ii) disclose any information to any person that is not customarily disclosed in the ordinary course of business of Seller, consistent with past practices, and which Seller or its Representative believes or should reasonably know would be used for the purposes of formulating any offer, indication of interest or proposal for a Competing Proposed Acquisition, (iii) assist, cooperate with, facilitate or encourage any person to make any offer, indication of interest or proposal for a Competing Proposed Acquisition (directly or indirectly), (iv) agree to, enter into a contract, arrangement or understanding regarding, approve, recommend or endorse any Competing Proposed Acquisition, or (v) authorize or permit any of Seller's Representatives to take any such action. Through the Expiry Date, Seller shall notify Buyer as soon as reasonably practicable, and in any event within twenty-four hours of receipt, if any offer, indication of interest or proposal (formal or informal, oral, written or otherwise), or any inquiry or contact with any person with respect thereto, regarding a Competing Proposed Acquisition is made or remains outstanding on the date hereof; such notice shall include the identity of the party or parties making such Competing Proposed Acquisition and the terms thereof and Seller shall keep Buyer apprised, on a current basis, of the status of any such Competing Proposed Acquisition and of any modifications to the terms thereof. Notwithstanding the foregoing, Seller shall not be deemed to have breached this Agreement if it has merely read correspondence in order to identify such correspondence as an offer, indication of interest or proposal for a Competing Proposed Acquisition; provided that may its review or evaluation is terminated immediately after the identification of such correspondence as an offer, indication of interest or proposal for a Competing Proposed Acquisition. Seller immediately shall cease and cause to be terminated (and not resumed prior to the Expiry Date) all existing discussions or negotiations with any parties (other than Buyer and Buyer Parent) conducted heretofore which could reasonably be expected to lead to an Acquisition Proposalany Competing Proposed Acquisition. Through the Expiry Date, (ii) participate or enter into or without Buyer's written consent obtained in advance, Seller will not engage in negotiations or discussions withany transaction, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 investment bankers or third parties with respect to any Acquisition Proposal a potential transaction involving (i) the transfer or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives licensing of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the Stockholder’s Affiliates or Representatives takes Assets (including, but not limited to, 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentenceintellectual property) to a third party (other than Product licenses in the contraryordinary course of business of Seller consistent with past practice), no action taken by or (ii) the Company issuance or any exchange of equity securities, securities convertible into or exchangeable for equity securities (including, but not limited to, options, warrants and other derivative securities) of Seller or its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)affiliates.

No Solicitation. (a) The Stockholder hereby agrees that during the term None of this AgreementProvidian, except as permitted by Section 5.4(b), it shall not, and shall use its reasonable best efforts to ensure that Providian’s Subsidiaries or any of its Affiliates or Representatives do nottheir respective officers, directors, employees, agents, representatives and affiliates (collectively, “Representatives”) shall, directly or indirectly, indirectly (i) initiate, solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) the submission of an Acquisition Proposal any inquiries or proposals with respect to any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (ii) participate or enter into or engage in any negotiations or discussions withconcerning, or provide any non-public nonpublic information to, or data have any discussions with, any person relating to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make waive any provision of or participate in, directly or indirectly, a “solicitation” of “proxies” (as such amend the terms are used in the rules of the SECRights Agreement (or redeem the rights issued thereunder) or powers in respect 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 3.1an Acquisition Proposal, (iv) votewaive, approveterminate, adopt modify or fail to enforce any provision of any contractual “standstill” or similar obligation of any person other than Washington Mutual or its affiliates or (v) approve or recommend, or publicly propose to approve, adopt approve or recommend, any Acquisition Proposal, or execute or enter into any letter of intent, memorandum of understandingagreement in principle, merger agreement, share purchase agreement, asset purchase or share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or any proposal, offer propose or inquiry that may reasonably be expected to lead to an Acquisition Proposal, or (v) agree to do any of the foregoing; provided that, in the event Providian receives an unsolicited bona fide Acquisition Proposal and Providian’s Board of Directors concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, prior to the Providian Stockholders Meeting Providian may, and may permit its Subsidiaries and its and their Representatives to, take any action described in clause (ii) above to the extent that the Board of Directors of Providian concludes in good faith (based on the advice of its outside counsel) that failure to take such actions would result in a violation of its fiduciary duties under applicable law; provided further that (x) prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Providian shall have entered into a confidentiality agreement with such third party on terms no less favorable to Providian than the Confidentiality Agreement, and (y) Providian shall also furnish to Washington Mutual a copy of any confidential data or information that it is furnishing to any third party pursuant to this Section 7.10(a) to the extent not previously furnished to Washington Mutual. The Stockholder hereby agrees Providian will immediately to cease and cause to be terminated all existing solicitationsany activities, discussions or negotiations it or its Subsidiaries or any of their respective Representatives may have conducted before the date of this Agreement with any Person persons other than Washington Mutual with respect to any Acquisition Proposal and will use its (and will cause its Subsidiaries and their Representatives to use their) reasonable best efforts to enforce any confidentiality or any offer, proposal or inquiry that may reasonably be expected to lead similar agreement relating to an Acquisition Proposal, including by requiring the other parties thereto to promptly return or destroy any confidential information previously furnished by Providian or such Subsidiaries or Representatives thereunder and by using its reasonable best efforts to obtain injunctions or other equitable remedies to prevent or restrain any breaches of such agreements and to enforce specifically the terms thereof in a court of competent jurisdiction. Providian will promptly (within one Business Day) advise Washington Mutual following receipt of any Acquisition Proposal, or of any request for nonpublic information or access to the books and records of Providian in connection with a possible Acquisition Proposal, describing the substance thereof (including the identity of the person making such Acquisition Proposal or request for information or access), and will inform its Affiliates keep Washington Mutual apprised of any related developments, discussions and Representatives negotiations (including the terms and conditions of the obligations undertaken by Acquisition Proposal and any material changes thereto) on a current basis (and in any event no later than 48 hours after the Stockholder occurrence of such developments, discussions or negotiations). Without limiting the foregoing, Providian shall promptly, and in any event within 24 hours, notify Washington Mutual orally and in writing if it determines to begin providing information or to engage in negotiations concerning an Acquisition Proposal pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)7.10.

No Solicitation. (a) The Stockholder hereby Each of Molson and Coors agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it shall not, and it shall use its reasonable best efforts to ensure that not permit any of its Affiliates Subsidiaries or Representatives do notany of the officers or directors of it or its Subsidiaries to, and that it shall direct and cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit, encourage or otherwise knowingly facilitate any inquiries or the making by any third party (other than the other party hereto and/or its Subsidiaries) of any proposal or offer with respect to a purchase, merger, reorganization, share exchange, consolidation, amalgamation, arrangement, business combination, liquidation, dissolution, recapitalization or similar transaction involving any material portion of the consolidated assets of Molson or Coors or any shares of any class of equity securities of Molson or Coors (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). Each of Molson and Coors further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) solicitengage in any negotiations concerning, initiateor provide any confidential information or data to, knowingly encourage or facilitate (including by way of furnishing non-public information) the submission of have any discussions with, any Person relating to an Acquisition Proposal Proposal, or otherwise knowingly facilitate any proposal, offer effort or inquiry that may reasonably be expected attempt to lead to make or implement an Acquisition Proposal, (ii) participate approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) execute or enter into, or publicly propose to accept or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead an agreement with respect to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, including 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 understandingagreement in principle, option agreement, option merger agreement, acquisition agreement or other agreement relating to an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to in furtherance of 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).

No Solicitation. (a) The Each Principal Stockholder hereby acknowledges that he, she or it is aware of the covenants of the Company contained in Section 6.04 of the Merger Agreement and hereby agrees that during he, she or it shall, and shall cause his, her or its representatives to, after the term Solicitation Period End Date, promptly cease any discussions or negotiations with any parties that may be ongoing as of this Agreementsuch date with respect to an Acquisition Proposal. Each Principal Stockholder hereby further agrees that he, except as permitted by Section 5.4(b), she or it shall not, and nor shall use its reasonable best efforts to ensure that he, she or it permit any of his, her or its Affiliates or Representatives do notrepresentatives to, directly or indirectly, (i) solicit, initiate, initiate or knowingly encourage or facilitate (including by way of furnishing non-public informationinformation or providing access to the Company's or such Principal Stockholder's properties, books, records or personnel, as applicable) any inquiries regarding, or the submission making of an Acquisition Proposal any proposal or any proposaloffer that constitutes, offer or inquiry that may could reasonably be expected to lead to, an Acquisition Proposal or (ii) have any discussions or participate in any negotiations regarding an Acquisition Proposal, or execute or enter into any agreement, understanding or arrangement with respect to an Acquisition Proposal, (ii) participate or enter into or except, in each case, to the extent that the Company is permitted to engage in such solicitation, initiation, encouragement, discussions or negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating pursuant to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 6.04 of the Merger Agreement and as otherwise expressly provided except that (x) in this Agreement or to otherwise vote or consent connection 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 termination of the Merger Agreement in accordance with its terms, each Principal Stockholder shall be entitled to enter into a violation voting agreement with the Person making an Acquisition Proposal and (y) nothing contained in this Section 3.3(a) shall prohibit any Principal Stockholder from responding to an unsolicited proposal or inquiry solely by advising the Stockholder Person making such proposal or inquiry of the terms of this Section 5.4(a3.3(a); provided, that, to the extent that the Company informs such Principal Stockholder that the Board of Directors of the Company or the Transaction Committee has determined that the Company is entitled to engage in any such solicitation, initiation, encouragement, discussion or negotiation pursuant to Section 6.04 of the Merger Agreement, such Principal Stockholder may conclusively rely on such determination and shall not be held liable for breach under this Agreement if such determination is later determined to be incorrect or inconsistent with the terms of the Merger Agreement. Each Principal Stockholder shall advise Parent in writing of the receipt by such Principal Stockholder or any of his, her or its representatives of any Acquisition Proposal (in each case within 48 hours of receipt thereof), specifying the material terms and conditions thereof. Each Principal Stockholder shall promptly notify Parent in writing of any modifications to the financial or other material terms of such Acquisition Proposal not previously provided to Parent.

No Solicitation. (a) The Stockholder hereby agrees that during From the term date hereof until the termination of this AgreementSection 1(e) pursuant to Section 4, except as permitted by Section 5.4(b), it shall notShareholder shall, and shall use cause its reasonable best efforts to ensure that Affiliates and its and its Affiliates’ directors, officers, employees, agents and other representatives (including any investment banker, attorney or accountant retained by it or any of its Affiliates or Representatives do notAffiliates) (collectively, directly or indirectly, (ithe “Shareholder Representatives”) solicitnot to, initiate, solicit, knowingly encourage or otherwise facilitate (including by way of furnishing non-public information) any inquiries or the submission making of an Acquisition Proposal any inquiry, proposal or any proposaloffer, offer with respect to or inquiry that which may reasonably be expected to lead to an any Acquisition Proposal. Shareholder further agrees that neither it nor any of its Affiliates nor any of its or its Affiliates’ directors, (ii) participate officers, or enter into or employees shall, and that it shall direct and use its reasonable best efforts to cause its and its Affiliates’ agents and representatives not to, engage in any negotiations or discussions withconcerning, or provide any non-public confidential information or data to, or have any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposaldiscussions with, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 otherwise facilitate any effort or attempt to do any of the foregoing. The Stockholder hereby agrees immediately to cease and cause to be terminated all existing solicitations, discussions make or negotiations with any Person with respect to any implement an Acquisition Proposal or otherwise enter into any offer, proposal or inquiry that may reasonably be expected to lead agreement with respect to an Acquisition Proposal. Shareholder shall promptly advise Purchaser, orally and in writing, and will inform its Affiliates in no event later than 24 hours after receipt, if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, Shareholder in respect of any Acquisition Proposal, and Representatives shall, in any such notice to Purchaser, indicate the identity of the obligations undertaken by Person making such proposal, offer, inquiry or other contact and the Stockholder pursuant terms and conditions of any proposals or offers or the nature of any inquiries or contacts (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to this Agreementsuch proposal, including this Section 5.4(aoffer, inquiry or request), and thereafter shall promptly keep Purchaser fully informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and Shareholder shall provide Purchaser with copies of any additional written materials received that relate to such proposals, offers, inquiries or requests). If any of the 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 5.4 by the Stockholder. Notwithstanding anything As used in this Agreement (including the immediately preceding sentence) to the contraryparagraph, no action taken by the Company or any “Affiliates” of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement Shareholder shall be a violation by the Stockholder of this Section 5.4(a)not include Company.

No Solicitation. (a) The Neither Stockholder hereby agrees that during the term nor any agent, representative or associate of this Agreement, except as permitted by Section 5.4(b), it shall not, and shall use its reasonable best efforts to ensure that any of its Affiliates or Representatives do notStockholder shall, directly or indirectly, : (ia) solicit, initiate, knowingly negotiate, encourage or facilitate induce the making, submission or announcement of any Extensity Acquisition Proposal or take any action or omit to take action, the taking or omission of which could reasonably be expected to lead to a Extensity Acquisition Proposal, (including by way of furnishing b) participate in any discussions or negotiations regarding, or furnish to any Person any non-public information) information with respect to, or take any other action to facilitate any inquiries or the submission making of an Acquisition Proposal any proposal that constitutes or any proposal, offer or inquiry that may reasonably be expected to lead to an to, any Extensity Acquisition Proposal, (iic) participate or enter into or engage in negotiations or any discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence with any Person with respect to any Extensity Acquisition Proposal, except as to the voting ofexistence of these provisions or (d) approve, endorse or recommend any shares of Company Stock in connection with any vote or other action on any of the Section 3.1(a) MattersExtensity Acquisition Proposal, other than with respect to recommend that stockholders of the Company vote ______ and then only in favor of the adoption of strict accordance with the Merger Agreement and only in his capacity as otherwise expressly provided in a director and officer of Extensity. Moreover, even if Extensity receives a Extensity Superior Offer, Stockholder shall continue to be bound by this Agreement or to otherwise vote or consent with respect to Covered Shares in a manner that would not violate Section 3.1including, (iv) votewithout limitation, approveits Sections 1, 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 foregoing2 and 3. The Stockholder hereby agrees shall immediately to cease and cause to be terminated all any existing solicitationsactivities, discussions or negotiations with any Person with respect to any Acquisition Proposal or of the foregoing. Stockholder shall immediately notify Geac, both orally and in writing, if any offer, proposal or inquiry that may reasonably be expected to lead to an Person contacts Stockholder concerning any Extensity Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).

No Solicitation. (a) The Stockholder hereby agrees that during Following the term date of this AgreementAgreement and prior to the earlier of the Funding Date or the date on which this Agreement is terminated pursuant to Article V hereof, except as permitted by Section 5.4(b), it shall the Company and its Subsidiaries will not, and shall use its reasonable best efforts to ensure that will not permit their respective officers, directors, employees, advisors, agents and representatives, including any investment banker, attorney, advisor or accountant retained by it or any of its Affiliates or Representatives do notSubsidiaries (“Representatives”) to, directly or indirectly, (i) solicit, initiate, knowingly encourage or facilitate (including by way of furnishing non-public informationproviding information or assistance) or facilitate any inquiries, proposals or offers with respect to, or the submission of an Acquisition Proposal making or completion of, any proposalproposal that constitutes, offer or inquiry that may reasonably be expected to lead to to, an Acquisition Alternative Transaction Proposal, (ii) participate provide or enter into or engage in negotiations or discussions with, or provide cause to be provided any non-public information or data to, any person (other than Parent relating to the Company or any of its affiliates Subsidiaries in connection with, or representatives) have any discussions with, any person relating to any Acquisition Proposal or any proposal, offer in connection with an actual or inquiry that may reasonably be expected to lead to an Acquisition proposed Alternative Transaction Proposal, (iii) engage in any discussions or negotiations concerning an Alternative Transaction Proposal, or otherwise encourage or facilitate any effort or attempt to 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 3.1implement an Alternative Transaction Proposal, (iv) vote, approve, adopt recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Alternative Transaction Proposal, or (v) approve, endorse or recommend, agree to or publicly accept, or propose to approve, adopt endorse, recommend, agree to or recommendaccept, or execute or enter into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating related to an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Alternative Transaction Proposal, or (v) agree to do any of the foregoing. The Stockholder hereby agrees Company shall, and shall cause each of its Subsidiaries and shall use reasonable best efforts to cause its Representatives to, (i) immediately to cease and cause to be terminated all existing solicitationsany activities, discussions or negotiations with any Person persons conducted heretofore with respect to any Acquisition Proposal Alternative Transaction Proposal, (ii) request the prompt return or destruction of all confidential information previously furnished to any offer, proposal person that has made or inquiry that may reasonably be expected indicated an intention to lead to make an Acquisition Alternative Transaction Proposal, and will inform its Affiliates and Representatives (iii) not waive or amend any “standstill” provision or provisions of the obligations undertaken by the Stockholder pursuant similar effect to this Agreement, including this Section 5.4(a). If any which it is a part or of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder which it is not permitted to take under this Section 5.4, it shall be deemed to be a breach of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)beneficiary.

No Solicitation. (a) The Stockholder hereby agrees Company shall, and shall cause its Subsidiaries and their representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person with respect to a Takeover Proposal and shall seek to have returned to the Company any confidential information that during has been provided in any such activities, discussions or negotiations. From the term of this Agreementdate hereof, except as permitted by Section 5.4(b), it the Company shall not, and nor shall use its reasonable best efforts to ensure that it permit any of its Affiliates Subsidiaries to, nor shall it authorize or Representatives do notpermit any of its officers, directors, or employees or any Affiliate, investment banker, financial advisor, attorney, accountant, or any other representative retained by it or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) information which has not been previously publicly disseminated), or take any other action intended to facilitate or encourage, any inquiries or the submission making of an Acquisition Proposal any proposal which constitutes, or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition to, any Takeover Proposal, (ii) participate or enter into conduct, participate, or engage in any discussions or negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or Person, regarding any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Takeover Proposal, (iii) approve, endorse, recommend, make or participate inauthorize any public statement, directly recommendation or indirectlysolicitation in support of any Takeover Proposal or (iv) approve any transaction (other than the transactions contemplated hereby) pursuant to which any Person other than Parent, a Merger Sub or any Subsidiary of Parent would become an “solicitationinterested shareholder” of “proxies” (as such terms are used in the rules under, Section 33-844 of the SECCBCA or (v) terminate, amend or powers waive any material rights under (or fail to take commercially reasonable steps to enforce rights under) any “standstill” or other similar agreement between the Company or any of attorney its Subsidiaries and any other Person (other than Parent, Merger Sub or similar rights any Subsidiary of Parent) except as permitted in Section 5.1(a)(xiv); provided, however, that following the receipt of an unsolicited Superior Proposal or a bona fide written unsolicited Takeover Proposal which the Board determines in good faith, after consultation with its outside financial advisor and outside legal counsel and after taking into account the legal, financial, financing and other aspects of such bona fide written unsolicited Takeover Proposal, that such Takeover Proposal is reasonably likely to voteresult in a Superior Proposal made on or after the date hereof but prior to the date of the Special Meeting, in circumstances not otherwise involving a breach of this Agreement, the Company may, in response to such Superior Proposal or seek such Takeover Proposal and subject to advise compliance with Section 5.2(b) and Section 5.2(c), (A) request information from the Person making such Superior Proposal or influence any such Takeover Proposal for the purpose of the Board informing itself about the Superior Proposal or Takeover Proposal that has been made and the Person that made it, (B) furnish information with respect to the voting ofCompany to the Person making such Superior Proposal or such Takeover Proposal pursuant to a confidentiality agreement, provided that (1) such confidentiality agreement contains substantially the same terms as (or terms no less favorable to the Company) than those contained in the Confidentiality Agreement dated as of June 16, 2014, between Parent and the Company (as it may be amended, the “Confidentiality Agreement”) and (2) the Company advises Parent of all such nonpublic information delivered to such Person concurrently with its delivery to the requesting Person, and (C) participate in negotiations with such Person regarding such Superior Proposal or such Takeover Proposal; provided further, that the actions described in clauses (B) and (C) of the immediately preceding proviso may be taken only on or before the date the Company Shareholder Approval is obtained. It is agreed that any shares violation of Company Stock the restrictions set forth in connection with the preceding sentence by any vote officer, director, investment banker, attorney, or other action on any of the Section 3.1(a) Matters, other than to recommend that stockholders advisor or representative 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted to take under this Section 5.4, it Subsidiaries shall be deemed to be a breach of this Section 5.4 5.2(a) by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)Company.

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it Cameron shall not, and shall cause its Subsidiaries not to, and shall direct and use its reasonable best efforts to ensure that cause its and its Subsidiaries’ respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, advisors, agents and other representatives (with respect to any of its Affiliates or Representatives do notperson, the foregoing persons are referred to herein as such person’s “Representatives”) not to, directly or indirectly, (i) take any action to solicit, initiate, knowingly encourage or knowingly facilitate (including by way the making, submission or announcement of furnishing non-public information) the submission of an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposalinquiry with respect thereto, offer or inquiry engage in, continue or otherwise participate in discussions or negotiations with any person with respect thereto (except to notify such person of the existence of the provisions of this Section 8.3), (ii) furnish any nonpublic information or afford access to properties, books or records to any person that may reasonably be expected has made or, to lead to an the knowledge of Cameron, is considering making, any Acquisition Proposal, (iii) 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 approve or recommend, or publicly propose to approve, adopt approve or recommend, or execute or enter into any letter of intent, memorandum of understandingagreement in principle, merger agreement, option stock purchase agreement, asset purchase agreement or other agreement stock exchange, or option agreement, relating to an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal(other than confidentiality agreements contemplated by this Section 8.3), or (viv) propose publicly or agree to do any of the foregoing. The Notwithstanding the foregoing, prior to (but not after) the occurrence of the Cameron Stockholder hereby agrees immediately Approval, Cameron may, directly or indirectly through its Representatives (A) contact any person making an Acquisition Proposal to cease clarify the terms and cause conditions thereof or to inform such person that any Acquisition Proposal made orally can only be terminated all existing solicitationsconsidered if made in writing, (B) furnish information and access, but only in response to a written request for information or access, to any person making an Acquisition Proposal to the Cameron Board after the date hereof which was not solicited, initiated, knowingly encouraged or knowingly facilitated by Cameron or any of its affiliates or any Representative of Cameron or any of its Subsidiaries on or after the date hereof and (C) participate in discussions and negotiate with such person concerning any such unsolicited Acquisition Proposal, if and only if, in any such case set forth in clause (B) or negotiations with (C) of this sentence, (i) Cameron has not breached this Section 8.3(a) in any Person material respect with respect to any such Acquisition Proposal, (ii) the Cameron Board concludes in good faith, after receipt of the advice of a financial advisor of nationally recognized reputation and outside legal counsel, that such Acquisition Proposal is reasonably likely to result in a Superior Proposal, and (iii) Cameron receives from the person making such an Acquisition Proposal an executed confidentiality agreement the material terms of which, as they relate to confidentiality, are (without regard to the terms of such Acquisition Proposal) in all material respects (x) no less favorable in the aggregate to Cameron and (y) no less restrictive in the aggregate to the person making such Acquisition Proposal than those contained in the Confidentiality Agreement dated June 11, 2015 between a subsidiary of Schlumberger and Cameron (the “Confidentiality Agreement”), and for the avoidance of doubt, any such confidentiality agreement need not include explicit or implicit standstill restrictions or otherwise restrict the making of or amendment or modification to any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform any information provided to such person has previously been provided to Schlumberger or is provided to Schlumberger substantially concurrently with its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant provision to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)such person.

No Solicitation. (a) The Stockholder Shareholder hereby agrees that during the term of this Agreement and except as otherwise permitted under the terms of the Merger Agreement, except as permitted by Section 5.4(b), it such Shareholder shall not, and nor shall use its reasonable best efforts to ensure that he, she or it authorize or permit any of his, her or its controlled Affiliates or and Representatives do not, directly or indirectly, to: (i) entertain, solicit, initiate, knowingly facilitate or knowingly encourage any inquiries, proposals or facilitate (including by way of furnishing non-public information) the submission of an Acquisition Proposal offers that constitute, or any proposal, offer or inquiry that may could reasonably be expected to lead to to, an Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 Shares in connection with any vote or other action on any of the Section 3.1(a2.1(b) Matters, other than to recommend that stockholders the holders of the Company Shares vote in favor of the adoption approval 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 3.1Agreement, (iviii) vote, approve, adopt furnish any information regarding any of the Acquired Companies to any Person (other than Parent and Parent’s or recommend, the Company’s Representatives acting in their capacity as such) in connection with or publicly propose to approve, adopt or recommend, any letter of intent, memorandum of understanding, agreement, option agreement or other agreement relating in response to an Acquisition Proposal or any proposal, inquiry or offer or inquiry that may could reasonably be expected to lead to an Acquisition Proposal, (iv) engage in, continue or (v) agree to do otherwise participate in 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 Third Party regarding, or furnish to any Third Party information or provide to any Third Party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries in connection with or for the purpose of encouraging or facilitating, an Acquisition Proposal or any offerinquiry, proposal or inquiry offer that may could reasonably be expected to lead to an Acquisition Proposal, (v) approve, endorse or recommend any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (vi) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (vii) enter into any letter of intent, agreement, contract, commitment or agreement in principle with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement or (viii) otherwise facilitate knowingly any effort or attempt to make an Acquisition Proposal, in each case except to the extent that at such time the Company is permitted to take such action pursuant to the Merger Agreement (but subject to the same restrictions applicable to the Company with respect to the taking of such action under the Merger Agreement). Immediately following the execution hereof, the Shareholder shall, and will inform shall cause his, her or its controlled Affiliates and Representatives of the obligations undertaken to, immediately cease and terminate any existing solicitation, encouragement, discussion or negotiation with any Third Party theretofore conducted by the Stockholder pursuant to this AgreementShareholder, including this Section 5.4(a). If any of the Stockholder’s his, her or its controlled Affiliates or their respective Representatives takes any action that the Stockholder is not permitted with respect to take under this Section 5.4an Acquisition Proposal, it shall be deemed to be a breach of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates proposal, inquiry or Representatives in compliance with Section 6.2 of the Merger Agreement shall offer that could reasonably be a violation by the Stockholder of this Section 5.4(a)expected to lead to an Acquisition Proposal.

No Solicitation. (a) The Stockholder hereby Ophthalmic represents and warrants to, and covenants and agrees with, Premier that during Ophthalmic does not have any agreement, arrangement or understanding with any potential third party acquiror that, directly or indirectly, would be violated, or require any exchanges, by reason of the term execution, delivery and/or consummation of this Agreement. Ophthalmic shall, except and it shall cause its officers, directors, employees, investment bankers, attorneys and other agents and representatives to, immediately cease any existing discussions or negotiations with any person other than Premier (a "Third Party") heretofore conducted with respect to any Acquisition Transaction (as permitted by Section 5.4(bhereinafter defined), it . Ophthalmic shall not, and it shall use prohibit its reasonable best efforts to ensure that officers, directors, employees, investment bankers, attorneys and other agents and representatives from taking any of its Affiliates or Representatives do notaction to, directly or indirectly, (iw) solicit, initiate, knowingly continue, facilitate or encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries, proposals or offers from any Third Party with respect to any acquisition or purchase of a material portion of the submission assets (other than in the ordinary course of an Acquisition Proposal business) or business of, or any proposalsignificant equity interest in (including by way of a tender offer), offer or inquiry any merger, consolidation or business combination with, or any recapitalization or restructuring, or any similar transaction involving, Ophthalmic (the foregoing being referred to collectively as an "Acquisition Transaction"), or (x) negotiate, explore or otherwise communicate in any way with any Third Party with respect to any Acquisition Transaction, (y) enter into, approve or recommend any agreement, arrangement or understanding requiring Ophthalmic to abandon, terminate or fail to recommend that may reasonably be expected its stockholders accept the Offer or any other transaction contemplated hereby, or (z) withdraw or modify, or propose publicly to lead withdraw or modify, in a manner adverse to Premier, the approval or recommendation by the Ophthalmic Board of the Offer, or this Agreement; provided, however, that nothing herein shall prevent the Ophthalmic Board from taking, and disclosing to Ophthalmic's shareholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to any tender offer. Ophthalmic will promptly notify Premier of the receipt of any proposal relating to an Acquisition ProposalTransaction. Notwithstanding anything to the contrary in the foregoing, Ophthalmic may, in response to an unsolicited written proposal with respect to an Acquisition Transaction involving an Acquisition Transaction from a Third Party (i) furnish or disclose non-public information to such Third Party and (ii) participate negotiate, explore or enter into otherwise communicate with such Third Party, in each case only if (a) after being advised (x) by its outside counsel with respect to its fiduciary obligations and (y) with respect to the financial terms of any such proposed Acquisition Transaction, the Board of Directors of Ophthalmic determines in good faith by a majority vote that taking such action is necessary in the exercise of its fiduciary obligations under applicable law (the proposal with respect to an Acquisition Transaction meeting the requirements of this clause (a), a "Superior Proposal") and (b) prior to furnishing or engage in negotiations or discussions with, or provide disclosing any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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, entering into discussions or negotiations with, such Third Party, Ophthalmic receives from such Third Party an executed confidentiality agreement (which Ophthalmic is hereby expressly permitted to negotiate with such party) with terms no less favorable in the aggregate to Ophthalmic than those contained in the Ophthalmic Confidentiality Agreement, but which confidentiality agreement shall not provide for any Person exclusive right to negotiate with respect to any Acquisition Proposal Ophthalmic or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, exchanges by Ophthalmic and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is need not permitted to take under this Section 5.4, it shall be deemed to be a breach of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).contain any

No Solicitation. (a) The Subject to Section 6.18, each Contributing Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it shall not, and shall use direct its reasonable best efforts to ensure that any of its Affiliates or Representatives do notnot to, directly or indirectly, (i) initiate, solicit, initiate, knowingly encourage or facilitate (including by way of furnishing non-public providing information) or facilitate any inquiries, proposals or offers with respect to, or the submission of an Acquisition Proposal making or any proposalcompletion of, offer or inquiry that may reasonably be expected to lead to an to, a Company Acquisition Proposal, (ii) engage or participate or enter into or engage in any negotiations or discussions withconcerning, or provide or cause to be provided any non-public information or data to, any person (other than Parent relating to the Company or any of its affiliates Subsidiaries in connection with, or representatives) have any discussions with any person relating to any Acquisition Proposal to, or any proposal, offer or inquiry that may reasonably be expected to lead to, an actual or proposed Company Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to an make or implement a Company Acquisition Proposal, (iii) make approve, endorse 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 voterecommend, or seek propose publicly to advise approve, endorse or influence any Person with respect to the voting ofrecommend, 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 3.1Acquisition Proposal, (iv) vote, approve, adopt endorse or recommend, or publicly propose to approve, adopt endorse or recommend, or execute or enter into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to an Acquisition Proposal to, or any proposal, offer or inquiry that may reasonably be expected to lead to an to, any Company Acquisition Proposal, or (v) resolve to propose or agree to do any of the foregoing. The Each Contributing Stockholder hereby agrees that it shall, and shall cause each of its Representatives to, immediately to cease and cause to be terminated all any existing solicitations, discussions or negotiations with any Person (other than the parties hereto) that has made or indicated an intention to make a Company Acquisition Proposal. If, prior to the Expiration Time, a Contributing Stockholder receives a proposal with respect to any Acquisition Proposal the sale of Shares in connection with, or any offer, proposal or inquiry that which may reasonably be expected to lead to an to, a Company Acquisition Proposal, then such Contributing Stockholder shall promptly (and will in any event within 48 hours) inform its Affiliates and Representatives Parent of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any identity of the Stockholder’s Affiliates or Representatives takes any action that Person making, and the Stockholder is not permitted to take under this Section 5.4material terms of, it shall be deemed to be a breach of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)such proposal.

No Solicitation. (a) The Parent Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it shall will not, and shall use will cause its reasonable best efforts to ensure that Representatives not to, and will not announce any of its Affiliates or Representatives do notintention to, directly or indirectly, indirectly (iA) solicit, initiate, solicit or knowingly encourage or knowingly facilitate (including by way any inquiries, expressions of furnishing non-public information) the submission of an Acquisition Proposal interest, proposals or any proposal, offer offers that constitute or inquiry that may would reasonably be expected to lead to an Acquisition Proposal, (iiB) participate or enter into or engage in or otherwise participate in any discussions or negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any regarding an Acquisition Proposal or any proposal, offer or inquiry that may would reasonably be expected to lead to an Acquisition Proposal, (iiiC) make provide (including through access to any data room) any non-public information to any Person relating to the Company 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 voteParent, or seek to advise or influence any Person of their respective Subsidiaries with respect to the voting of, any shares of Company Stock in connection with any vote an Acquisition Proposal or other action on any of the Section 3.1(a) Matters, other than to recommend that stockholders of the Company vote in favor or Parent reasonably expects would be used for the purposes 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 3.1formulating an Acquisition Proposal, (ivD) voteenter into any agreement, approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any letter of intent, memorandum of understanding, agreement, option agreement in principle 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 Contract with respect to any Acquisition Proposal, (E) submit any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected matter related thereto to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives the vote of the obligations undertaken by stockholders of the Stockholder pursuant Company or the Parent, or (F) resolve or agree or publicly propose to, or permit the Parent or any of its Subsidiaries or any of its or their Representatives to this Agreement, including this Section 5.4(a). If resolve or agree or publicly propose to take any of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted actions referred to take under this Section 5.4, it shall be deemed to be a breach of this Section 5.4 by the Stockholderin clauses (A) – (E). Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company Parent Stockholder, directly or any indirectly through one or more of its Affiliates or Representatives Representatives, may engage in compliance the actions referred to in clauses (A)—(E) of this Section 8 with any Person if the Parent is permitted to engage in such actions with such Person pursuant to Section 6.2 7.10 of the Merger Agreement shall be a violation by Agreement, in each case subject to the Stockholder restrictions and limitations set forth in Section 7.10 of this Section 5.4(a)the Merger Agreement.

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except Except as permitted by this Section 5.4(b)6.3, it during the Pre-Closing Period, each Acquired Company shall not, and shall not authorize its Representatives to, and shall use its reasonable best efforts to ensure that any of not permit or allow its Affiliates or Representatives do notto, (i) directly or indirectly, (iA) solicit, initiate, initiate or knowingly facilitate or encourage or facilitate (including by way of furnishing non-public information) any inquiries regarding, or the submission making of an Acquisition Proposal any proposal or any proposal, offer or inquiry that may would reasonably be expected to lead to an Acquisition Proposal, (iiB) engage in, continue or otherwise participate in any discussions (except to notify a Person that makes any inquiry or enter into offer with respect to an Acquisition Proposal of the existence of the provisions of this Section 6.3 or engage in to clarify whether any such inquiry, offer or proposal constitutes an Acquisition Proposal) or negotiations or discussions withregarding, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating furnish to any other Person any information in connection with or for the purpose of knowingly encouraging or facilitating, an Acquisition Proposal or any proposal, proposal or offer or inquiry that may would reasonably be expected to lead to an Acquisition Proposal, (iiiC) make adopt, approve 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, enter into any letter of intent, memorandum of understanding, acquisition agreement, option agreement in principle or other similar agreement relating with respect to an Acquisition Proposal or any proposalproposal or offer that would reasonably be expected to lead to an Acquisition Proposal or (ii) waive or release any Person from, fail to use reasonable best efforts to enforce any standstill agreement or any standstill provisions of any Contract entered into in respect of an Acquisition Proposal or any proposal or offer or inquiry that may would reasonably be expected to lead to an Acquisition Proposal; provided, however, the Company Board may take, or omit to take, any of the actions contemplated by clause (vii) of this Section 6.3 in the event that the Company determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to do so would be inconsistent with the fiduciary duties of the Company Board under applicable Law or (iii) resolve or agree to do any of the foregoing. The Stockholder hereby agrees immediately to Company and its directors, officers and employees shall, and the Company shall direct its other Representatives to, (A) cease and cause to be terminated any solicitation and any and all existing solicitations, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal and (B) terminate access by any Person (other than Parent, Purchaser, the Company or any offer, proposal of their respective Affiliates or inquiry that may reasonably be expected Representatives) to lead any physical or electronic data room relating to an any potential Acquisition Proposal. For the avoidance of doubt, and will inform its Affiliates and Representatives any violation of the obligations undertaken by the Stockholder pursuant to this Agreement, including restrictions set forth in this Section 5.4(a). If any 6.3(a) by a director or officer of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted to take under this Section 5.4, it Company shall be deemed to be a breach of this Section 5.4 6.3(a) by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)Company.

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 it shall use its reasonable best efforts to ensure cause its controlled Affiliates (other than Portfolio Companies) to not, it shall direct its Representatives to not, and, if it becomes aware that any of its other Affiliates is taking or Representatives do proposes to take any of the following actions, it shall direct such Affiliates to not, directly or indirectly, : (i) solicit, initiate, or knowingly encourage or knowingly induce or knowingly facilitate (including by way the making, submission or announcement of furnishing non-public information) any inquiries or the submission making of an Acquisition Proposal any proposal or any proposaloffer constituting, offer related to or inquiry that may could reasonably be expected to lead to an Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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(a2.1(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 3.1Agreement, (iviii) vote, approve, adopt furnish any non-public information regarding the Company or recommend, the Company Subsidiaries to any Person (other than Parent and Parent’s or publicly propose to approve, adopt the Company’s Representatives acting in their capacity as such) in connection with or recommend, any letter of intent, memorandum of understanding, agreement, option agreement or other agreement relating in response to an Acquisition Proposal or any proposal, inquiry or offer or inquiry that may could reasonably be expected to lead to an Acquisition Proposal, or (viv) agree to do any of the foregoing. The Stockholder hereby agrees immediately to cease and cause to be terminated all existing solicitations, engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or any offerproposal, proposal inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal (other than to state that they currently are not permitted to have discussions), (v) approve, endorse, submit for the consideration of the stockholders of the Company or recommend any Acquisition Proposal or any proposal, inquiry or offer that may could reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives (vi) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal or (vii) enter into any letter of intent or agreement in principle or any Contract providing for, relating to or in connection with any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal. Immediately following the obligations undertaken by execution hereof, the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted to take under this Section 5.4shall, it shall use reasonable best efforts to cause its controlled Affiliates (other than Portfolio Companies) to, and it shall direct its Representatives to (A) immediately cease all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, or any proposal, inquiry or offer that would reasonably likely be deemed expected to be a breach lead to an Acquisition Proposal, and (B) request the prompt return or destruction of this Section 5.4 all confidential information previously furnished by it or on its behalf. For avoidance of doubt, the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) Stockholder shall have no obligation with respect to the contrary, and shall have no responsibility hereunder with respect to any action taken or omission by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 Subsidiary of the Merger Agreement shall be a violation by the Stockholder Company or any of this Section 5.4(a)their respective Representatives.

No Solicitation. (a) The Each Company Stockholder hereby agrees that during the term neither it nor any of this Agreementits Affiliates, except as permitted by Section 5.4(b)directors, officers or employees shall, and that it shall not, and shall use its commercially reasonable best efforts to ensure that any of direct its Affiliates or Representatives do notnot to, directly or indirectly, (ia) solicit, initiate, solicit or knowingly encourage encourage, knowingly induce or knowingly facilitate (including by way of furnishing non-public information) the submission of an Acquisition Proposal any inquiries, proposals, or any proposaloffers which constitute, offer or inquiry that may could reasonably be expected to lead to an Acquisition to, a Competing Proposal, (iib) conduct, participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 inquiry, proposal, or any offeroffer which constitutes, proposal or inquiry that may could reasonably be expected to lead to an Acquisition to, a Competing Proposal, (c) furnish or provide any non-public information regarding the Company or its Subsidiaries, or access to the properties, assets or employees of the Company or its Subsidiaries, to any Person (other than Parent and will inform its Affiliates and Representatives Representatives) in connection with or in response to any inquiries, proposals, or offers which constitute, or could reasonably be expected to lead to, a Competing Proposal, (d) enter into any letter of intent or agreement in principle, or other agreement providing for a Competing Proposal or (e) resolve, agree or publicly propose to, or, through the obligations undertaken by voting of its Company Common Stock in the Stockholder pursuant Company, permit the Company or any of its Subsidiaries to this Agreement, including this Section 5.4(a). If agree or publicly propose to take any of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted actions referred to take under this Section 5.4, it shall be deemed to be a breach of this Section 5.4 by the Stockholderin clauses (a) – (d). Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken each Company Stockholder (and its respective Affiliates, directors, officers, employees and Representatives) may engage in any of the activities restricted by the preceding provisions of this paragraph with any person if the Company or any of its Affiliates or Representatives is permitted to engage in compliance such activities with such person pursuant to Section 6.2 7.05 of the Merger Agreement shall be a violation by Transaction Agreement, in each case subject to the Stockholder restrictions and limitations set forth in such Section 7.05 of this Section 5.4(a)the Transaction Agreement.

No Solicitation. (a) The Stockholder hereby agrees Company shall not (and shall not resolve or publicly propose to) directly or indirectly, and shall ensure that during the term of this Agreement, except as permitted by Section 5.4(bother Acquired Companies do not (and do not resolve or publicly propose to), it shall not, and shall use its reasonable best efforts to ensure that any of cause its Affiliates or and their respective Representatives do notnot to, directly or indirectly, indirectly (other than with respect to Parent and Merger Sub and their Representatives acting on Parent’s behalf): (i) solicit, initiate, knowingly encourage encourage, assist, knowingly induce or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry (including by way approving any transaction, or approving any Person (other than Parent and its Affiliates) becoming an “interested stockholder,” for purposes of furnishing non-public informationSection 203 of the DGCL) the submission of an Acquisition Proposal or take any proposal, offer or inquiry action that may could reasonably be expected to lead to an Acquisition Proposal, Proposal or Acquisition Inquiry; (ii) participate furnish or enter into or engage in negotiations or discussions with, or otherwise provide access to any non-public information or data to, any person (other than Parent or regarding any of its affiliates or representatives) relating the Acquired Companies to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 response to an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, or Inquiry; (viii) agree to do any of the foregoing. The Stockholder hereby agrees immediately to cease and cause to be terminated all existing solicitations, engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any offerAcquisition Proposal; or (v) enter into any letter of intent, proposal memorandum of understanding, agreement in principle or inquiry similar document or any Contract relating directly or indirectly to, or that may contemplates or is intended or could reasonably be expected to lead to result directly or indirectly in, an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)Transaction.

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it Company shall not, and shall use cause its reasonable best efforts Subsidiaries not to, and shall not authorize or permit its and its Subsidiaries’ directors, officers, employees, advisors and investment bankers (with respect to ensure that any of its Affiliates or Representatives do notPerson, the foregoing Persons are referred to herein as such Person’s “Representatives”) to, directly or indirectly, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing non-public information) the submission of an Acquisition any inquiries, or the making of any proposal or offer, that constitutes a Takeover Proposal or any proposal, offer or inquiry that may could reasonably be expected to lead to an Acquisition any Takeover Proposal, or, subject to Section 6.04(b), (iii) conduct, engage in, or otherwise participate in any discussions or enter into negotiations regarding a Takeover Proposal or engage in negotiations otherwise cooperate with or knowingly assist, facilitate or encourage any such discussions withor negotiations, or provide any non-public information or data to, to any person (other than Parent Person relating to the Company or any of its affiliates Subsidiaries, or representatives) relating afford to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect access to the voting ofbusiness, any shares of Company Stock in connection with any vote properties, assets, books or other action on any of the Section 3.1(a) Matters, other than to recommend that stockholders records or personnel of the Company vote in favor or any of its Subsidiaries (except to notify such Person of the adoption existence of the Merger Agreement and as otherwise expressly provided in provisions of this Agreement or to otherwise vote or consent with respect to Covered Shares in a manner that would not violate Section 3.16.04), (ivii) vote, approve, adopt approve or recommend, or publicly propose to approve, adopt approve or recommend, any Takeover Proposal, (iii) grant any waiver, amendment or release under any standstill or confidentiality agreement, or (iv) enter into any agreement in principle, letter of intent, memorandum of understandingterm sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other similar definitive agreement relating to an any Takeover Proposal (each, a “Company Acquisition Proposal Agreement”). Except as set forth in Section 6.04(b), neither the Company Board nor any committee thereof shall withdraw, amend, modify or any proposalmaterially qualify in a manner adverse to Parent or Merger Sub, offer or inquiry that may reasonably be expected fail to lead to an Acquisition make the Company Board Recommendation, or recommend a Takeover Proposal, or (v) make any public statement inconsistent with the Company Board Recommendation, or resolve or agree to do take any of the foregoing actions (any of the foregoing, a “Company Adverse Recommendation Change”). The Stockholder hereby agrees immediately Company shall, and shall cause its Subsidiaries to cease immediately and cause to be terminated terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing solicitationsactivities, discussions or negotiations negotiations, if any, with any Person third party conducted prior to the date hereof with respect to any Acquisition Takeover Proposal or any offeruntil such time, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposalif any, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in as this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of is terminated in accordance with its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)terms.

No Solicitation. (a) The Stockholder hereby Except as provided in Section 5.3(c), each of NPS and Enzon agrees that during the term of this Agreement, except as permitted by Section 5.4(b), neither it shall not, and shall use its reasonable best efforts to ensure that nor any of its Affiliates Subsidiaries nor any of the officers and directors of it or Representatives do notits Subsidiaries shall, and that it shall use commercially reasonable efforts to cause its and its Subsidiaries' Employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to (and shall not authorize any of them to) directly or indirectly, : (i) solicit, initiate, encourage, knowingly encourage facilitate or facilitate (including by way of furnishing non-public information) induce any inquiry with respect to, or the making, submission of an or announcement of, any Acquisition Proposal with respect to itself, (ii) furnish to any Person any nonpublic information or take any proposal, offer other action to facilitate any inquiries or inquiry the making of any proposal that may constitutes or could reasonably be expected to lead to an Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected with respect to lead to an Acquisition Proposalitself, (iii) make participate or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used engage 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 with respect to itself, or the making of any proposal that constitutes or could reasonably be expected to lead to any Acquisition Proposal with respect to itself, (iv) approve, endorse or recommend any Acquisition Proposal with respect to itself (except to the extent specifically permitted pursuant to the terms of Section 5.3(d) hereof), or (v) enter into any letter of intent, agreement in principal or similar agreement or any offerContract contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby with respect to itself (other than a confidentiality agreement referred to in Section 5.3(c)(i)). NPS and Enzon, proposal as the case may be, and their respective Subsidiaries will each immediately cease any and all existing activities, discussions or inquiry negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal with respect to itself or any transaction that may could reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant Proposal with respect to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)itself.

No Solicitation. (a) The Subject to Section 5.15, each Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it shall not, and, if not an individual, shall cause its controlled Affiliates not to, and shall use direct its reasonable best efforts to ensure that any of other Representatives not to, and shall not direct, encourage or instruct its Affiliates or Representatives do notto, directly or indirectly, (i) initiate or continue any solicitation, knowing encouragement, knowing facilitation, discussions or negotiations with any Persons with respect to a Takeover Proposal or (ii) solicit, initiate, initiate or knowingly facilitate or knowingly encourage or facilitate (including by way of furnishing non-public information) any inquiries regarding, or the submission making of an Acquisition any proposal or offer that constitutes, or could reasonably be expected to lead to, a Takeover Proposal, (iii) engage in, continue or otherwise participate in any activities, discussions or negotiations regarding, or furnish to any other Person any information in connection with or for the purpose of knowingly encouraging or facilitating, a Takeover Proposal or any proposal, proposal or offer or inquiry that may could reasonably be expected to lead to an Acquisition a Takeover Proposal, or (iiiv) participate endorse, approve or enter into any letter of intent, acquisition agreement, agreement in principle or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating similar agreement with respect to any Acquisition a Takeover Proposal or any proposal, proposal or offer or inquiry that may could reasonably be expected to lead to an Acquisition Proposal, (iii) make a Takeover Proposal or participate in, directly or indirectly, a “solicitation” of “proxies” (as to prevent such terms are used in the rules of the SEC) or powers of attorney or similar rights to voteStockholder from complying with its obligations under this Section 4.4, or seek requiring or that would reasonably be expect to advise cause the Company to abandon, terminate, delay or influence fail to consummate, or that would otherwise reasonably impede, interfere with or be inconsistent with, the Offer or the Merger. Notwithstanding anything to the contrary provided in this Agreement, each Stockholder and its Affiliates and Representatives shall not be prohibited from participating in any Person discussions or negotiations with respect to the a possible tender and support, voting of, any shares of Company Stock or similar agreement in connection with any vote or other action on any of a Takeover Proposal in the Section 3.1(a) Matters, other than to recommend event that stockholders of the Company vote is permitted to take the actions set forth in favor of the adoption Section 5.4(b) or Section 5.4(e) 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 such Takeover 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).

No Solicitation. (a) The Stockholder hereby Prior to the Closing Date, the Company and Stream each agrees that during the term neither it nor any of this Agreementits Subsidiaries, except as permitted by Section 5.4(b)nor any of their respective directors, it shall notofficers or employees shall, and that the Company and Stream shall each direct and use its reasonable best efforts to ensure that cause its Subsidiaries’ agents and other representatives (including any investment banker, attorney or accountant retained by it or any of its Affiliates or Representatives do notSubsidiaries) not to, directly or indirectly, (i) initiate, solicit, initiate, knowingly encourage or facilitate (including by way of furnishing non-public information) or otherwise facilitate any inquiries or the submission making of an Acquisition Proposal any proposal or any proposal, offer that constitutes or inquiry that may would reasonably be expected to lead to an Acquisition ProposalProposal (as defined below), (ii) participate or enter into or engage in negotiations or discussions withinto, or provide participate in any discussions or negotiations regarding, any Acquisition Proposal, furnish to any Person any non-public information (whether orally or data to, any person (other than Parent in writing) in response to or any in furtherance of its affiliates or representatives) relating to any Acquisition Proposal Proposal, afford any Person access to its or their business, properties, assets, books or records, or otherwise cooperate in any proposalway with or knowingly assist, offer encourage or inquiry that may reasonably be expected otherwise facilitate any effort or attempt to lead to make or implement an Acquisition Proposal, (iii) 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, approverecommend, adopt or recommendapprove, or publicly propose to approverecommend, adopt or recommendapprove, any letter of intent, memorandum of understanding, agreement, option agreement or other agreement relating to an Acquisition Proposal or, in the case of Stream, withdraw or propose publicly to withdraw, or modify or propose publicly to modify in a manner adverse to the Exchange, the Stream recommendation in favor of the Exchange (it being understood that publicly announcing that Stream is taking a neutral position or no position with respect to the Exchange shall be considered an adverse recommendation) (any proposalof the foregoing in this clause (iii), offer or inquiry that may reasonably be expected as to lead to an Acquisition ProposalStream, a “Stream Adverse Recommendation Change”), or (viv) 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 grant any Person a waiver or release under any standstill or similar agreement with respect to any Acquisition Proposal class of its respective equity securities or any offer, proposal voting securities. The Company and Stream each agrees that it will take the necessary steps to promptly inform the individuals or inquiry that may reasonably be expected entities referred to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives in the first sentence hereof of the obligations undertaken by the Stockholder pursuant to this Agreement, including it in this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a5.2(a).

No Solicitation. (a) The Stockholder hereby agrees that during Neither the term of this Agreement, except as permitted by Section 5.4(b), it shall not, and shall use its reasonable best efforts to ensure that Company nor any of its Affiliates Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their Representatives do notto, and the Company shall instruct, and cause each applicable Subsidiary and Affiliate, if any, to instruct, each such Representative not to, directly or indirectly, solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to any Acquisition Proposal, or, subject to Section 6.4(b), (i) solicit, initiate, seek, support or knowingly encourage induce any inquiry, proposal or facilitate (including by way of furnishing non-public information) the submission of an Acquisition Proposal offer that constitutes, or any proposal, offer or inquiry that may could reasonably be expected to lead to to, an Acquisition Proposal, (ii) participate or enter into conduct or engage in any discussions or negotiations or discussions with, or provide disclose any non-public information or data to, any person (other than Parent relating to the Company or any of its affiliates Subsidiaries to, afford access to the business, properties, assets, books or representatives) relating to any Acquisition Proposal records of the Company or any proposalof its Subsidiaries to, offer or inquiry otherwise knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that may constitutes, or could reasonably be expected to lead to to, an Acquisition Proposal, (iii) make (A) amend or participate in, directly grant any waiver or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney release under any standstill 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives class of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any equity securities of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates Subsidiaries, (B) approve any transaction under, or Representatives any Third Party becoming an “interested stockholder” under, Section 203 of Delaware Law, or (iv) enter into any agreement in compliance with principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Acquisition Proposal. Subject to Section 6.2 6.4(b) and Section 6.4(c), neither the Company Board nor any committee thereof shall withhold, withdraw, amend or modify in a manner adverse to Parent or Merger Sub the Board Recommendation, or recommend an Acquisition Proposal, or fail to recommend against acceptance of any tender offer or exchange offer for the Company Shares within ten (10) Business Days after the commencement of such offer (any of the Merger Agreement foregoing, an “Adverse Recommendation Change”). The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, cease immediately and cause to be a violation by terminated any and all existing activities, discussions or negotiations, if any, with any Third Party conducted prior to or on the Stockholder of this Section 5.4(a)date hereof with respect to any Acquisition Proposal.

No Solicitation. (a) The Each Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it shall not, and, if not an individual, shall cause its Controlled Affiliates and other Representatives not to, and shall use its reasonable best efforts to ensure that any of not direct, knowingly encourage or instruct its Affiliates or Representatives do notto, directly or indirectly, (ia) initiate or continue any solicitation, knowing encouragement, facilitation of any inquiry, proposal or offer, or discussions or negotiations with any Persons with respect to a Takeover Proposal or (b) solicit, initiate, initiate or facilitate or knowingly encourage or facilitate (including by way of furnishing non-public information) any inquiries regarding, or the submission making of an Acquisition any proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (c) knowingly encourage, direct or instruct any of its non-Controlled Affiliates to, become a member of a “group” (as defined under section 13(d) of the Exchange Act) with respect to any Company securities (or rights therein or thereto) for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement, (d) engage in, continue or otherwise participate in any activities, discussions or negotiations regarding, or furnish to any other Person any information in connection with or for the purpose of encouraging or facilitating, a Takeover Proposal or any proposal, proposal or offer or inquiry that may would reasonably be expected to lead to an Acquisition a Takeover Proposal, or (iid) participate endorse, approve or enter into any letter of intent, acquisition agreement, agreement in principle or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating similar agreement with respect to any Acquisition a Takeover Proposal or any proposal, proposal or offer or inquiry that may would reasonably be expected to lead to an Acquisition Proposal, (iii) make a Takeover Proposal or participate in, directly or indirectly, a “solicitation” of “proxies” (as to prevent such terms are used in the rules of the SEC) or powers of attorney or similar rights to voteStockholder from complying with its obligations under this section 3.4, or seek requiring or that would reasonably be expect 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 cause the Company vote in favor of the adoption of the Merger Agreement and as otherwise expressly provided in this Agreement to abandon, terminate, delay or fail to otherwise vote consummate, or consent with respect to Covered Shares in a manner that would not violate Section 3.1otherwise reasonably impede, (iv) voteinterfere with or be inconsistent with, approve, adopt the Offer 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)Merger.

No Solicitation. (a) The From the date hereof until the Expiration Date, the Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it shall not, and shall use instruct its reasonable best efforts to ensure that any of its Affiliates or Representatives do notnot to, directly or indirectly, (i) initiate, seek or solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to Keryx, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to, Keryx or any proposalof its Subsidiaries to any Person that has made or could reasonably be expected to make an Acquisition Proposal with respect to Keryx or (iii) enter into any agreement with a party other than Akebia, offer Keryx or inquiry that may their Affiliates, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to Keryx. The Stockholder shall, and shall instruct its Representatives to, (x) cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person (other than Akebia and its Affiliates) conducted heretofore with respect to an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, and, in connection therewith, immediately discontinue access by any Person (iiother than Akebia and its Affiliates) participate to any data room (virtual or enter into otherwise) established for such purpose and (y) request the return or engage in negotiations or discussions with, or provide any destruction of all confidential and non-public information or data to, any person provided to third parties (other than Parent or any of its affiliates or representativesthe Stockholder’s Representatives) since January 1, 2017, relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, within two (iii2) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in Business Days from 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)date hereof.

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except Except as permitted by set forth in Section 5.4(b6.8(b), it shall not, and shall use its reasonable best efforts to ensure that none of the Company nor any of its Affiliates or Representatives do notSubsidiaries shall, and each of them shall cause its respective officers, directors, employees, agents, investment bankers, financial advisors, attorneys, accountants and other retained representatives (each a “Representative”) not to, directly or indirectly, indirectly (i) solicit, initiate, encourage, knowingly encourage or facilitate (including by way of furnishing non-public providing information) or induce any inquiry, proposal or offer with respect to, or the submission of making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person or “group” (as such term is defined in Section 13(d) under the Exchange Act) any confidential or nonpublic information with respect to or in connection with, an Acquisition Proposal Proposal, (iii) take any other action to facilitate any inquiries or the making of any proposal, offer proposal that constitutes or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iiiv) participate approve, endorse or enter into or engage in negotiations or discussions withrecommend, or provide any non-public information propose to approve, endorse or data to, any person (other than Parent or any of its affiliates or representatives) relating to recommend any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposalagreement related thereto, (iiiv) make enter into any agreement contemplating or participate inotherwise relating to any Acquisition Transaction or Acquisition Proposal (other than any confidentiality agreement required by Section 6.8(b)), (vi) enter into any agreement or agreement in principle requiring, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in Company to abandon, terminate or fail to consummate the rules of the SEC) transactions contemplated hereby 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 Proposalbreach its obligations hereunder, or (vvii) propose or 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).

No Solicitation. (a) The From the date hereof until the Expiration Date, the Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it shall not, and shall use cause its reasonable best efforts to ensure that any of its Affiliates or Representatives do notnot to, directly or indirectly, (ia) continue any solicitation, inducement, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal (other than the Merger) as of the date of the Merger Agreement; (b) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or facilitate assist, any inquiries, proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Proposal (including by way approving any transaction, or approving any Person becoming an “Interested Stockholder,” for purposes of furnishing Article 9 of the Charter); (c) enter into, engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Merger Sub or any Representative of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information) , or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to or expectation to or that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of an Acquisition Proposal or any proposalinquiries, proposal or offer that could reasonably be expected to lead to, an Acquisition Proposal; (d) participate or inquiry engage in discussions or negotiations with any Person with respect to an Acquisition Proposal (or inquiries, proposals or offers or other efforts that may could reasonably be expected to lead to an Acquisition Proposal), in each case, other than solely informing such Persons of the existence of the provisions contained in this Section 5; (iie) participate approve, endorse or recommend an Acquisition Proposal (other than the Merger); (f) enter into or engage in negotiations negotiate any letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, expense reimbursement agreement, joint venture agreement, other Contract or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating similar instrument with respect to any an Acquisition Proposal or any proposal, offer or inquiry that may could reasonably be expected to lead to to, an Acquisition Proposal, (iii) make or participate inother than, directly or indirectlyin each case, a “solicitation” of “proxies” (as such terms are used an Acceptable Confidentiality Agreement entered into in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person accordance 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 5.3 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, Agreement; or (vg) agree authorize or commit to do any of the foregoing. The Stockholder hereby agrees immediately ; in each case, except to cease and cause to be terminated all existing solicitations, discussions the extent that at such time the Company or negotiations with any Person with respect to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not expressly permitted to take under this any such action pursuant to Section 5.4, it shall be deemed to be a breach of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 5.3 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)Agreement.

No Solicitation. (a) The Stockholder hereby agrees that during Prior to the term termination of this Agreement, except as permitted by subject to Section 5.4(b)6.18, each Stockholder agrees that it shall not, and shall use direct its reasonable best efforts to ensure that any of its Affiliates or Representatives do notnot to, directly or indirectly, (i) initiate, solicit, initiate, knowingly encourage or facilitate (including by way of furnishing providing non-public information) or facilitate any inquiries, proposals or offers with respect to, or the submission of an Acquisition Proposal making, or any proposalthe completion of, offer or inquiry that may reasonably be expected to lead to an Acquisition a Takeover Proposal, (ii) engage or participate in any discussions or enter into or engage in negotiations or discussions withconcerning, or provide or cause to be provided, or disclose any non-public information or data to, any person (other than Parent relating to the Company or any of its affiliates Subsidiaries, in connection with, or representatives) have any discussions with any person relating to, an actual or proposed Takeover Proposal, or otherwise encourage or facilitate any effort or attempt to any Acquisition Proposal make or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition implement a Takeover Proposal, (iii) 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, enter into any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement, option agreement or other agreement or arrangement relating to a Takeover Proposal, or (iv) amend, terminate, waive or fail to enforce, or grant any consent under, any confidentiality, standstill or similar agreement. If, prior to the Expiration Time, a Stockholder receives a proposal with respect to the sale of Shares in connection with an Acquisition Takeover Proposal, then such Stockholder shall promptly advise the Purchaser Parties of (i) any Takeover Proposal or any proposal, offer indication or inquiry with respect to or that may would reasonably be expected to lead to an Acquisition any Takeover Proposal, (ii) any request for non-public information relating to the Company or its Subsidiaries, other than requests for information in the ordinary course of business and unrelated to a Takeover Proposal, and (viii) agree to do any inquiry or request for discussions or negotiations regarding an Takeover Proposal, including in each case the identity of the person making any such Takeover Proposal or indication or inquiry and the material terms of any such Takeover Proposal or indication or inquiry (including copies of any document or correspondence evidencing such Takeover Proposal or inquiry), including any modification or change to the proposed consideration or any material other modifications thereto. Notwithstanding the foregoing. The Stockholder hereby agrees immediately , Stockholders are permitted solely to cease and cause to be terminated all existing solicitations, engage in discussions or negotiations with any Person with respect or group of related Persons or furnish or disclose any non-public information relating to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates Subsidiaries to any Person or Representatives group of related Persons that has made a Takeover Proposal if, and only during such time as and only to the extent that the Company is permitted under the Merger Agreement to engage in discussions or negotiations with such Person or group of related Persons and provided that the Company is in compliance with Section 6.2 5.3 of the Merger Agreement Agreement. For the avoidance of doubt, the fact that the Company Board (or any committee thereof) shall be determine that a violation by Takeover Proposal is a Superior Proposal shall in no way affect or limit the Stockholder obligations of any of the Stockholders under this Agreement, including Section 2.1 and this Section 5.4(a4.4 (unless and until the Company terminates the Merger Agreement in accordance with Section 7.4(b) of the Merger Agreement).

No Solicitation. (a) The Stockholder hereby agrees that during From the term date of this AgreementAgreement until the Effective Time, except as permitted by Section 5.4(b), it the Company shall not, and shall not permit any of its Subsidiaries to, and shall use its commercially reasonable best efforts to ensure that any of cause its Affiliates or Representatives do notand its Subsidiaries’ officers, directors, employees, consultants, representatives and other agents, including, but not limited to, investment bankers, attorneys and accountants (collectively, the “Representatives”), not to, directly or indirectly, (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing non-public information) information or assistance), or knowingly induce, or take any action to facilitate the submission of an Acquisition Proposal or making of, any proposalinquiry, offer or inquiry proposal that constitutes, or may reasonably be expected to lead to an to, the making of any Acquisition Proposal, or (ii) other than informing Persons of the existence of this Section 7.2, participate in any discussions or enter into or engage negotiations regarding any Acquisition Proposal or, in negotiations or discussions withconnection with any Acquisition Proposal, furnish or provide access to any non-public information or data to, any person Person (other than Parent and Purchaser and their Representatives) to properties, books and records or any nonpublic information or data with respect to the Company or any of its affiliates Subsidiaries, or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 approve or recommend, or publicly propose to approveapprove or recommend any Acquisition Proposal, adopt or recommend(iv) enter into any understanding, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or document contemplating or otherwise relating to an any Acquisition Proposal (except for any confidentiality agreement required by Section 7.2(b)), or approve or resolve to approve, or recommend or resolve to recommend, any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, or (v) agree take any action to do make any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including, without limitation, Section 203 of the DGCL) or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation (including, without limitation, Article Eleventh and Article Fourteenth thereof) or bylaws inapplicable to any transactions contemplated by an Acquisition Proposal. Any violation of 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including foregoing restrictions set forth in this Section 5.4(a). If 7.2(a) by any of the Stockholder’s Affiliates Representatives, whether or Representatives takes not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of the Company or any action that the Stockholder is not permitted to take under this Section 5.4Subsidiary or otherwise, it shall be deemed to be a breach of this Section 5.4 7.2(a) by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)Company.

No Solicitation. (a) The Stockholder hereby Company agrees that during that, following the term date of this AgreementAgreement and prior to the earlier of the Acceptance Time or the date on which this Agreement is terminated pursuant to Article VIII hereof, except as permitted by Section 5.4(b), neither it shall notnor any of its Subsidiaries shall, and that it shall use its reasonable best efforts to ensure that any cause its and each of its Affiliates or Representatives do notSubsidiaries’ officers, directors, employees, advisors and agents and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate, knowingly encourage solicit or facilitate initiate any Alternative Transaction Proposal (including by way of furnishing non-public information) the submission of an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposalas defined in Section 5.2(f)(ii)), (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, to any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition or in connection with an Alternative Transaction Proposal or any proposal, offer or inquiry that may reasonably be expected (except to lead to an Acquisition Proposaldisclose the existence of the provisions of this Section 5.2), (iii) engage in any discussions or negotiations concerning an Alternative Transaction Proposal, or otherwise knowingly take any action to facilitate or encourage any effort or attempt to make or participate in, directly implement an Alternative Transaction Proposal (including providing the approval required under the Rights Agreement or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules Section 203 of the SEC) DGCL, amending the Rights Agreement, or powers of attorney failing to enforce or amending any standstill 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 3.1agreement), (iv) vote, approve, adopt recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Alternative Transaction Proposal, (v) approve, endorse or recommend, agree to or publicly accept, or propose to approve, adopt endorse, recommend, agree to or recommendaccept, or execute or enter into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating related to an Acquisition any Alternative Transaction Proposal or any proposal(vi) except as permitted pursuant to Section 5.2(d), offer withdraw, modify or inquiry that may reasonably be expected otherwise change in a manner adverse to lead to an Acquisition Proposal, Parent or (v) agree to do any of the foregoingMerger Sub the Company Board Recommendation. The Stockholder hereby Company agrees that it and its Representatives will immediately to cease and cause to be terminated all any existing solicitationsactivities, discussions or negotiations with any Person persons conducted heretofore with respect to any Acquisition Alternative Transaction Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) except with respect to the contrary, no action taken by Transactions) and request the Company destruction or return of any of its Affiliates information provided under any nondisclosure or Representatives in compliance similar agreements with Section 6.2 of any party other than the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)Confidentiality Agreement.

No Solicitation. (a) The Stockholder hereby agrees that during From and after the term of this Agreementdate hereof, except as permitted by Section 5.4(b), it shall ONEOK will not, and shall use its reasonable best efforts to ensure that will not authorize or permit any of its Affiliates officers, directors, employees, investment bankers, attorney or Representatives do notagents and other representatives or those of any of its Subsidiaries (collectively, "ONEOK Representatives") to, directly or indirectly, (i) solicit, initiate, knowingly initiate or encourage or facilitate (including by way of furnishing non-public informationproviding information to any prospective buyer) the submission making of an Acquisition Proposal any proposal that constitutes, or any proposal, offer or inquiry that may reasonably be expected to lead to to, an Acquisition Proposal, Proposal (iias hereinafter defined) participate or enter into from any person or engage in any discussions or negotiations or discussions with, or provide providing any non-public information or data to, any person (other than Parent with respect thereto or any of its affiliates otherwise cooperate with or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make assist or participate in, or facilitate any effort or attempt to make or implement, any such proposal; provided, however, that, notwithstanding any other provision of this Agreement, (i) ONEOK's Board of Directors may take and disclose to ONEOK's stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act, and (ii) prior to approval of this Agreement by ONEOK's stockholders and following receipt from a third party (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) by 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 ONEOK or any proposal, offer or inquiry that may reasonably be expected to lead to ONEOK Representatives) of an unsolicited bona fide Acquisition Proposal, or (vx) agree to do any of the foregoing. The Stockholder hereby agrees immediately to cease and cause to be terminated all existing solicitations, ONEOK may engage in discussions or negotiations with any Person with respect such third party and/or may furnish such third party information concerning ONEOK and its business, properties and assets if such third party executes a confidentiality agreement in favor of ONEOK and (y) the Board of Directors of ONEOK may withdraw, modify or not make its recommendation referred to any Acquisition Proposal in Section 6.5. In the event ONEOK or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives the Board of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If Directors of ONEOK takes any of the Stockholder’s Affiliates actions specified in clauses (x) 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 (y) of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 WRI shall be notified of the Merger Agreement taking of such action contemporaneously with the taking of such action and the provisions of Section 6.19 shall be a violation by thereupon terminate without any further action on the Stockholder part of this Section 5.4(a)WRI or ONEOK.

No Solicitation. (a) The Stockholder hereby agrees that during the term of this AgreementCompany shall, except as permitted by Section 5.4(b), it shall not, cause its Subsidiaries to and shall use request that its reasonable best efforts to ensure that any of its Affiliates or Representatives do notRepresentatives, directly or indirectly, immediately cease (i) solicitany communications, initiate, knowingly encourage discussions or facilitate (including by way of furnishing non-public information) the submission of an Acquisition Proposal or negotiations with any proposal, offer or inquiry Person that may reasonably be expected to lead ongoing with respect to an Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide furnishing to any non-public information or data to, any person Person (other than Parent Parent, Merger Sub, their respective Representatives and the Company’s Representatives) any information with respect to an Acquisition Proposal and (iii) cooperating with, assisting in, participating in, facilitating or encouraging an Acquisition Proposal and, if applicable, shall use reasonable best efforts to have returned to the Company or destroyed any confidential information that has been provided to any Person during any such communications, discussions or negotiations occurring in the six (6) months prior to the date of this Agreement. From and after the date of this Agreement until the earlier to occur of the Effective Time or the date of termination of this Agreement in accordance with ARTICLE 10, the Company shall not, nor shall it permit any of its affiliates Subsidiaries to, nor shall it authorize or representativespermit any of its Representatives to (and shall use reasonable best efforts to cause such Persons not to), directly or indirectly, (A) relating solicit, initiate or knowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), or take any other action designed to facilitate, any Acquisition Proposal inquiry or the making or submission of any inquiry, proposal, indication of interest or offer which constitutes, or inquiry that may would reasonably be expected to lead to to, an Acquisition Proposal, (iiiB) make or participate insubject to Section 6.02(b), 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 approve or recommend, or publicly propose to approve, adopt approve or recommend, an Acquisition Proposal, (C) subject to Section 6.02(b), approve or recommend, or publicly propose to approve or recommend, or execute or enter into any letter of intent, memorandum of understanding, agreement, option merger agreement or other agreement agreement, arrangement or understanding, in each case relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement) or a Superior Proposal (each an “Alternative Acquisition Agreement”), (D) enter into, continue or otherwise participate in any proposal, offer discussions or inquiry that may reasonably be expected to lead to an negotiations regarding any Acquisition Proposal, or (vE) agree to do any of the foregoing. The Stockholder hereby agrees immediately ; provided, however, if, prior to cease and cause to be terminated all existing solicitationsthe Acceptance Time, discussions or negotiations with any Person with respect to any following the receipt of a bona fide written Acquisition Proposal that the Company Board determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, is or any offer, proposal or inquiry that may could reasonably be expected to lead to an a Superior Proposal and that was unsolicited and made after the date of this Agreement in circumstances not otherwise involving a breach of this Agreement, the Company may, in response to such Acquisition Proposal, and will inform subject to compliance with Section 6.02(b), furnish information with respect to the Company to the Person making such Acquisition Proposal and engage in discussions or negotiations with such Person regarding such Acquisition Proposal; provided, that (1) prior to furnishing, or causing to be furnished, any such nonpublic information relating to the Company to such Person, the Company enters into a confidentiality agreement with the Person making such Acquisition Proposal (an “Acceptable Confidentiality Agreement”) that (x) does not contain any provision that would prevent the Company from complying with its Affiliates and Representatives of the obligations undertaken by the Stockholder obligation to provide any disclosure to Parent required pursuant to this AgreementSection 6.02 and (y) contains provisions that in the aggregate are no less restrictive on such Person (including with respect to any “standstill” terms; provided, including this Section 5.4(a). If any of that such “standstill” terms need not restrict a Person from making proposals to the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement Company (including the Company Board) in respect of an Acquisition Proposal) than those contained in the Non-Disclosure Agreement as in effect immediately preceding sentence) prior to the contraryexecution of this Agreement, no action taken by and (2) promptly (but in any event within 24 hours) following furnishing any such nonpublic information to such Person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously so furnished to Parent or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(aRepresentatives).

No Solicitation. (a) The Stockholder hereby agrees that during During the term of this AgreementPre-Closing Period, except as permitted by Section 5.4(b), it the Company shall not, and shall use its reasonable best efforts to ensure that any of its Affiliates or cause the other Acquired Corporations and their Representatives do notnot to, directly or indirectly, : (i) solicit, initiate, or knowingly induce, facilitate or encourage the submission or facilitate announcement of any Acquisition Proposal (including by way granting any waiver under Section 203 of furnishing non-public informationthe DGCL) the submission of an Acquisition Proposal or any proposalinquiry, indication of interest, proposal or offer or inquiry that may could reasonably be expected to lead to an Acquisition Proposal, ; (ii) participate or enter into or engage in negotiations or discussions with, or provide furnish any non-public information or data to, any person (other than Parent or regarding any of its affiliates or representatives) relating the Acquired Corporations to any Person in connection with or in response to an Acquisition Proposal or any proposalan inquiry, indication of interest, proposal or offer or inquiry that may could reasonably be expected to lead to an Acquisition Proposal, ; (iii) make participate or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used engage 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 or any offeran inquiry, indication of interest, proposal or inquiry offer that may could reasonably be expected to lead to an Acquisition Proposal; (iv) adopt, and will inform its Affiliates and Representatives approve, recommend, submit to stockholders or declare advisable any Acquisition Proposal; (v) enter into any letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction or modify, amend or waive any provision in any Contract in connection with any Acquisition Proposal; or (vi) release or permit the obligations undertaken by release during the Stockholder pursuant Pre-Closing Period of any Person from, or waive or permit the waiver of any provision of, or fail to this Agreementenforce or cause to be enforced, including this Section 5.4(a). If any confidentiality, “standstill”, or similar agreement to which any of the StockholderAcquired Corporations is a party; provided, however, that prior to the Offer Acceptance Time, this Section 5.4 shall not prohibit the Company from furnishing information regarding the Acquired Corporations to, or entering into discussions with, any Person (and waiving such Person’s Affiliates noncompliance with the provisions of any “standstill” agreement to the extent (but only to the extent) necessary to permit such discussions) in response to a bona-fide written Acquisition Proposal that is submitted after the date of this Agreement to the Company by such Person (and not withdrawn) if (1) neither the Company nor any Representative of any of the Acquired Corporations shall have breached any of the provisions set forth in Section 1.2(c) or Representatives takes any action that the Stockholder is not permitted to take under this Section 5.4, it (2) the Board of Directors of the Company concludes in good faith, after consultation with its outside legal counsel and its financial advisor of nationally recognized reputation, that such bona-fide written Acquisition Proposal constitutes a Superior Offer or would reasonably be expected to lead to a Superior Offer and that the failure to take such action would constitute a breach of the fiduciary duties of the Company’s Board of Directors to the Company’s stockholders under applicable Legal Requirements, (3) at least twenty-four (24) hours prior to furnishing any such information to, or entering into discussions with, such Person, Parent receives written notice from the Company of the identity of such Person and of the Company’s intention to furnish information to, or enter into discussions with, such Person, and the Company receives from such Person an executed confidentiality agreement in a customary form that is no less favorable to the Company than the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”) (which the Company may negotiate with the Person during the twenty-four (24) hour notice period and enter into during such period or thereafter), and (4) the Company concurrently furnishes all such information to Parent (to the extent such information has not been previously furnished or made available by the Company to Parent or Parent’s Representatives). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any breach of any of the restrictions set forth in the preceding sentence by any Representative of the Company or any Acquired Corporation, whether or not such Representative is purporting to act on behalf of the Company or any Acquired Corporation, shall be deemed to be constitute a breach of this Section 5.4 by the StockholderCompany. Notwithstanding anything to the contrary contained in this Agreement (including Agreement, the immediately preceding sentence) Acquired Corporations and their Representatives may, following receipt of an Acquisition Proposal from any Person, communicate with such Person to the contrary, no action taken by extent necessary to direct such Person to the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder provisions of this Section 5.4(a)5.4.

No Solicitation. (a) The Stockholder hereby agrees that during From the term date of this Agreement until the earlier of the Effective Time or termination of this Agreement, except as permitted by pursuant to Section 5.4(b)9.01, it the Parent shall notnot directly or indirectly, and shall use its reasonable best efforts to ensure that not authorize or permit any Subsidiary of its Affiliates the Parent or Representatives do not, any Representative of the Parent or Parent Subsidiaries directly or indirectlyindirectly to, (i) solicit, initiate, knowingly encourage or facilitate (including by way induce the making, submission or announcement of furnishing non-public information) the submission of an any Acquisition Proposal or take any proposalaction that would, offer individually or inquiry that may in the aggregate, reasonably be expected to lead to an Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide furnish any non-public information or data to, any person (other than regarding Parent or any of its affiliates or representatives) relating Parent subsidiaries to any Person in connection with or in response to an Acquisition Proposal or any proposal, offer an inquiry or inquiry indication of interest that may reasonably be expected to could lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used engage 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 offerletter of intent or similar document or any contract contemplating or otherwise relating to any Acquisition Proposal; provided, proposal however, that nothing herein shall prohibit the Parent's Board of Directors from complying with Rules 14d-9 or inquiry 14e-2 under the Exchange Act; and provided, further, that may reasonably be expected prior to lead the required Parent stockholder approval, this Section 7.19 shall not prohibit the Parent from furnishing nonpublic information regarding Parent or any Parent Subsidiaries to, or entering into discussions with, any Person in response to an Acquisition Proposal, Proposal that is submitted to the Parent by such Person (and will inform its Affiliates and Representatives not withdrawn) if (1) neither the Parent nor any Representative of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If Parent or any Parent subsidiaries shall have violated in any material respect any of the Stockholder’s Affiliates restrictions set forth in this Section 7.19 (other than Section 7.19(ii) or Representatives takes any action that Section 7.19(iii)), (2) the Stockholder is not permitted Acquisition Proposal constitutes a Parent Superior Proposal, (3) the Board of Directors of the Parent concludes in good faith consistent with advice of outside counsel admitted to practice law in the State of Delaware, that, in light of such Parent Superior Proposal, the failure to take such action would likely be inconsistent with the fiduciary duties of the Board of the Directors of the Parent to the Parent's stockholders under this Section 5.4applicable law, it (4) at least 24 hours prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, the Parent gives the Company written notice of the identity of such Person and of the Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and the Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of the Parent, and (5) prior to furnishing any such nonpublic information to such Person, the Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by the Parent to the Company). Without limiting the generality of the foregoing (x) the parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or any Parent subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Parent subsidiaries, shall be deemed to be constitute a breach of this Section 5.4 7.19 by the Stockholder. Notwithstanding anything in this Agreement Company, and (including the immediately preceding sentencey) to the contrary, no action taken by the Company or acknowledges and agrees that the taking of any of its Affiliates or Representatives action permitted by and in compliance accordance with this Section 6.2 of the Merger Agreement 7.19 shall be not constitute a violation by the Stockholder breach of this Section 5.4(a)Agreement.

No Solicitation. (a) The Stockholder hereby agrees that At all times during the term period commencing with the No-Shop Period Start Date and continuing until the earlier to occur of the termination of this AgreementAgreement pursuant to Article IX and the Effective Time, except as permitted by Section 5.4(b), it the Company and its Subsidiaries shall not, and nor shall use its reasonable best efforts to ensure that they authorize or permit any of its Affiliates or Representatives do nottheir respective Representatives, directly or indirectly, to (i) solicit, initiate, knowingly encourage induce or facilitate take any action for the purpose of encouraging or facilitating the making, submission or announcement of, an Acquisition Proposal, (including by way ii) furnish to any Person (other than Dimensional or Merger Sub or any designees of furnishing Dimensional or Merger Sub) any non-public information) information relating to the submission of an Acquisition Proposal Company or any proposalof its Subsidiaries, offer or inquiry afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Person (other than Dimensional or Merger Sub or any designees of Dimensional or Merger Sub) in connection with any proposal that may constitutes or could reasonably be expected to lead to an Acquisition Proposal, (ii) participate or enter into take any other action intended to assist or engage in negotiations facilitate any inquiries or discussions with, the making of any proposal that constitutes or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may could reasonably be expected to lead to an Acquisition Proposal, (iii) make participate or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used engage 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 an Acquisition Proposal (other than to notify such Person as to the existence of the provisions of this Section 7.3), (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, any Acquisition Proposal Proposal, (v) approve or enter into any offerletter of intent, proposal agreement in principle, memorandum of understanding or inquiry that may reasonably be expected to lead other agreement, contract or arrangement contemplating or otherwise relating to an Acquisition ProposalProposal (except as permitted by Section 7.3(c)), or which would require the Company to terminate this Agreement or any further discussions or negotiations between the Company and will inform its Affiliates and Representatives of the obligations undertaken Dimensional (except as permitted by the Stockholder pursuant to this Agreement), including this Section 5.4(a). If or (vi) terminate, amend, release or waive any of the Stockholder’s Affiliates rights under any “standstill” 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by other similar agreement between the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(aSubsidiaries and any Person (other than Dimensional).

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except Except as expressly permitted by Section 5.4(b5.3(b), it from the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article 7 and the consummation of the Closing, the Company shall not, and shall use cause its reasonable best efforts to ensure that Subsidiaries not to, instruct, authorize or knowingly permit any of its Affiliates their officers and directors or any of their other Representatives do notto, directly or indirectly, (i) solicit, initiate, propose or knowingly encourage induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (including by way of furnishing ii) furnish to any Third Party any non-public information relating to the Company or its Subsidiaries or afford to any Third Party access to the properties, assets, books, records or other non-public information) , or to any personnel, of the Company or its Subsidiaries, in any such case with the intent to induce the making, submission of or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any proposal, Inquiries or the making of any proposal or offer or inquiry that may would reasonably be expected to lead to an Acquisition Proposal, ; (iiiii) participate or enter into or engage in discussions, communications or negotiations with any Third Party with respect to an Acquisition Proposal or discussions with, or provide any non-public information or data to, any person Inquiry (other than Parent informing such Third Parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any of its affiliates proposal that constitutes or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may would reasonably be expected to lead to to, an Acquisition Proposal, Proposal or (iiiv) 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, enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, option acquisition agreement or other agreement Contract relating to an Acquisition Proposal Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or any proposal, offer or inquiry that may reasonably be expected to lead other Contract relating to an Acquisition ProposalTransaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”). From the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article 7 and the consummation of the Closing, the Company and its Subsidiaries shall be required to enforce, and shall not be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (vor any committee thereof) agree (unless the Company Board or a duly authorized committee thereof acting with the full force and authority of the Company Board has determined in good faith, after consultation with its outside counsel, that failure to do take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law). Without limiting the foregoing, it is agreed that any violation of the restrictions in this Section 5.3(a) applicable to the Company by any of the foregoing. The Stockholder hereby agrees immediately to cease its and cause to be terminated all existing solicitationsits Subsidiaries’ directors, discussions officers, managers, partners or negotiations with any Person with respect to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted to take under this Section 5.4, it employees shall be deemed to be a breach of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence5.3(a) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)for all purposes hereunder.

No Solicitation. (ai) The Stockholder hereby Crompton agrees that that, during the term of this Agreement, except as permitted by Section 5.4(b), it shall not, and shall not authorize or permit any of its subsidiaries or any of its or its subsidiaries' directors, officers, employees, agents or representatives, directly or indirectly, to (A) solicit, initiate, encourage or facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or other business combination involving Crompton, or acquisition of any capital stock or any material portion of the assets (except for acquisition of assets in the ordinary course of business consistent with past practice, transactions disclosed in the Crompton Disclosure Schedule and the transactions contemplated by this Agreement) of Crompton, or any combination of the foregoing (a "Crompton Competing Transaction") or (B) negotiate, explore or otherwise engage in discussions with any person (other than Witco or its directors, officers, employees, agents and representatives) with respect to any Crompton Competing Transaction. Crompton will immediately cease all existing activities, discussions and negotiations with any parties conducted hereto- fore with respect to any of the foregoing and shall use its reasonable best efforts to ensure that enforce any confidentiality or similar agreement relating to a Crompton Competing Transaction. From and after the execution of its Affiliates or Representatives do notthis Agreement, Crompton shall immediately advise Witco in writing of the receipt, directly or indirectly, (i) solicitof any inquiries, initiatediscussions, knowingly encourage negotiations, or facilitate proposals relating to a Crompton Competing Transaction (including by way the specific terms thereof), and promptly furnish to Witco a copy of furnishing non-public information) the submission of an Acquisition Proposal or any proposal, offer such proposal or inquiry in addition to any information provided to or by any third party relating thereto. Notwithstanding the foregoing, prior to receipt of the Crompton Stockholders Approval, Crompton may, but only to the extent required by the fiduciary obligations of its Board of Directors under Applicable Law, as determined in good faith and on a reasonable basis by such Board of Directors and based on the written advice of outside counsel that may reasonably be expected not to lead so act would constitute a violation of such fiduciary obligations, in response to an Acquisition Proposala publicly disclosed proposal for a Crompton Competing Transaction that constitutes a Qualifying Crompton Proposal that was not solicited or encouraged by Crompton or its representatives and that did not otherwise result from the breach or a deemed breach of this Section 7.2(g), and subject to compliance with the notification provisions of this Section 7.2(g), for a 10-day period commencing with the first notification to Witco under this Section 7.2(g) of receipt of such Crompton Competing Transaction, (iix) participate or enter into or engage in negotiations or discussions with, or provide any furnish non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to Crompton to the voting of, any shares person proposing such Crompton Competing Transaction and its representatives pursuant to a confidentiality agreement with terms no less restrictive of Company Stock such person than those set forth 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 Confidentiality Agreement and as otherwise expressly provided (y) participate 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, such person and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)representatives regarding such Crompton Competing Transaction.

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except Except as permitted by this Section 5.4(b)5.3, it during the Pre-Closing Period the Company shall not, and shall cause its officers and directors not to, and shall use its reasonable best efforts to ensure that any of cause its Affiliates or other Representatives do notnot to, directly or indirectly, (i) continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal; (ii) (A) solicit, initiate, initiate or knowingly facilitate or encourage or facilitate (including by way of furnishing non-public information) any inquiries regarding, or the submission making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (other than discussions solely to clarify the terms and conditions of such proposal or offer), (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any non-public information in connection with, or for the purpose of soliciting or knowingly encouraging or facilitating, an Acquisition Proposal or any proposal, proposal or offer or inquiry that may would reasonably be expected to lead to an Acquisition ProposalProposal (other than to state that the terms of this provision prohibit such discussion), (iiC) participate approve, adopt, endorse or recommend or enter into any letter of intent, acquisition agreement, agreement in principle or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating similar agreement with respect to any an Acquisition Proposal or any proposal, proposal or offer or inquiry that may would reasonably be expected to lead to an Acquisition Proposal, Proposal (other than an Acceptable Confidentiality Agreement) or (D) take any action to exempt any Person (other than Parent and its Subsidiaries) from the restrictions on “business combinations” or any similar provision contained in applicable Takeover Laws or the Company’s organizational and other governing documents; (iii) make waive or participate inrelease any Person from, directly or indirectly, a “solicitation” of “proxies” (as such terms are used forebear in the rules of the SEC) or powers of attorney or similar rights to voteenforcement of, or seek to advise amend any standstill agreement or influence any Person with respect to the voting of, standstill provisions of any shares of Company Stock in connection with any vote other Contract; 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 resolve 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 As promptly as reasonably practicable (and in any event within two business days) following the date hereof, the Company shall discontinue electronic or physical data room access granted, and request the prompt return or destruction (to cease and cause the extent provided for by the applicable confidentiality agreement) of all information or documents previously furnished to be terminated all existing solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal or any offer(other than Parent, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken their respective Representatives) that has made, has indicated an intention to make an Acquisition Proposal and all material incorporating such information created by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)such Person.

No Solicitation. (a) The Stockholder hereby Except as set forth in Sections 7.11(b) through (d) hereof, the Company agrees that during that, following the term date of this AgreementAgreement and prior to the earlier of the Effective Time or the date on which this Agreement is terminated pursuant to Section 9.1, except as permitted by Section 5.4(b)neither it nor any Company Subsidiary shall, and that it shall not, and shall use its all commercially reasonable best efforts to ensure that any cause its and each of its Affiliates or Representatives do notthe Company Subsidiary’s officers, directors, employees, advisors and agents not to, directly or indirectly, (i) knowingly solicit, initiate, knowingly initiate or encourage any inquiry or facilitate (including by way of furnishing non-public information) the submission of an Acquisition Proposal proposal that constitutes or any proposal, offer or inquiry that may could reasonably be expected to lead to an a Company Acquisition Proposal, (ii) participate or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, to any person (other than Parent or any of its affiliates or representatives) Person relating to or in connection with a Company Acquisition Proposal, engage in any discussions or negotiations concerning a Company Acquisition Proposal Proposal, or otherwise knowingly facilitate any proposal, offer effort or inquiry that may reasonably be expected attempt to lead to an make or implement a Company Acquisition Proposal, (iii) make approve, recommend, agree to 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 voteaccept, or seek propose publicly to advise approve, recommend, agree to or influence any Person with respect to the voting ofaccept, any shares of Company Stock in connection with any vote Acquisition Proposal, 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, agree to or publicly accept, or propose to approve, adopt recommend, agree to or recommendaccept, or execute or enter into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating related to an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Company Acquisition Proposal. Without limiting the foregoing, or (v) agree to do any violation of the restrictions set forth in the preceding sentence by any of the foregoingCompany Subsidiaries or any of the Company’s or the Company Subsidiaries’ officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by the Company or the Company Subsidiaries) shall be a breach of this Section 7.11(a) by the Company. The Stockholder hereby Company agrees that it will immediately to cease and cause to be terminated all any existing solicitationsactivities, discussions or negotiations with any Person Persons conducted heretofore with respect to any Company Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected (except with respect to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken transactions contemplated by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).

No Solicitation. Except as otherwise expressly permitted under Section 5.09 of the Merger Agreement, from and after the date hereof until the termination of this Agreement pursuant to Section 7 hereof, Shareholder, in his, her or its capacity as a shareholder of Company, shall not, nor shall such Shareholder authorize any partner, officer, director, advisor or representative of, such Shareholder or any of his, her or its affiliates to (and, to the extent applicable to Shareholder, such Shareholder shall use commercially reasonable efforts to prohibit any of his, her or its representatives or affiliates to), (a) The Stockholder hereby agrees that during the term of this Agreementinitiate, except as permitted by Section 5.4(b), it shall not, and shall use its reasonable best efforts to ensure that any of its Affiliates or Representatives do not, directly or indirectly, (i) solicit, initiateinduce or knowingly encourage, or knowingly encourage or take any action that would reasonably be expected to facilitate (including by way of furnishing non-public information) the submission of an Acquisition Proposal or making of, any proposalinquiry, offer or inquiry that may proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (b) participate in any discussions or negotiations regarding any Acquisition Proposal, or furnish, or otherwise afford access, to any person (other than Buyer) any information or data with respect to Company or otherwise relating to an Acquisition Proposal, (iic) participate or enter into any agreement, agreement in principle, letter of intent, memorandum of understanding or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead similar arrangement with respect to an Acquisition Proposal, (iiid) make solicit proxies or participate in, directly or indirectly, become a “participant” in a “solicitation” of “proxies” (as such terms are used defined in Regulation 14A under the rules of the SECExchange Act) 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 (other than the Merger Agreement) or otherwise encourage or assist any proposal, offer party in taking or inquiry planning any action that may would reasonably be expected to lead compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (e) initiate a shareholders’ vote or action by consent of Company’s shareholders with respect to an Acquisition Proposal, or (vf) agree to do any except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the foregoing. The Stockholder hereby agrees immediately to cease and cause to be terminated all existing solicitations, discussions or negotiations with any Person Exchange Act) with respect to any Acquisition Proposal or any offer, proposal or inquiry voting securities of Company that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 in support of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement an Acquisition Proposal (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of other than the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(aAgreement).

No Solicitation. (a) The Stockholder hereby agrees that during Subject to the term other clauses of this AgreementSection 5.3, except as permitted by Section 5.4(b)from and after the date hereof until the Effective Time or, it if earlier, the termination of this Agreement pursuant to Article 7, the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct and use its commercially reasonable best efforts to ensure that any cause the Company Representatives (on behalf of its Affiliates the Company or Representatives do not, directly or indirectlythe Company Subsidiaries) not to, (i) initiate, solicit, initiate, knowingly encourage or facilitate (including by way of furnishing providing any non-public informationinformation concerning the Company or any Company Subsidiary to any Person or group for the purpose of facilitating any inquiries, proposals or offers relating to any Acquisition Proposal) or knowingly encourage the submission or announcement of any inquiries, proposals or offers relating to any Acquisition Proposal or engage in any discussions or negotiations with respect thereto (other than informing any Third Party of the existence of the provisions contained in this Section 5.3) (provided, that the Company may ascertain facts from any Person making an Acquisition Proposal for the purpose of the Company Board’s informing itself about such Acquisition Proposal and the Third Party making it), (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) withhold, withdraw or rescind (or change or qualify, in a manner adverse to Parent or Merger Sub), or publicly propose to withhold, withdraw or rescind (or change or qualify, in a manner adverse to Parent or Merger Sub), the Company Board Recommendation, including the failure to include the Company Board Recommendation in the Proxy Statement/Prospectus, (iv) enter into any merger agreement, letter of intent or other similar agreement relating to any Acquisition Proposal or (v) resolve or agree to do any of the foregoing (any action set forth in the foregoing clause (ii), (iii) or (v) (to the extent related to the foregoing clause (ii) or (iii)), a “Change of Board Recommendation”). Subject to the other clauses of this Section 5.3, the Company shall, and shall cause the Company Subsidiaries and shall instruct and use commercially reasonable efforts to cause the Company Representatives to, (A) promptly (and, in any event, within 24 hours after the execution of this Agreement) cease any discussion or negotiation with any Persons (other than Parent and its affiliates and representatives) conducted prior to the date hereof by the Company, the Company Subsidiaries or any of the Company Representatives with respect to any Acquisition Proposal, (B) promptly (and, in any event, within 24 hours after the execution of this Agreement) terminate access by any Third Party to any physical or electronic data room relating to any Acquisition Proposal or any proposalinquiry, proposal or offer that constitutes or inquiry would reasonably be expected to lead to an Acquisition Proposal and (C) promptly (and in any event within seventy-two (72) hours after the date of this Agreement) request the prompt return or destruction of any confidential information provided to any Third Party within the twelve (12) months immediately preceding the date of this Agreement in connection with any Acquisition Proposal or any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to an Acquisition ProposalProposal (it being understood that, (ii) participate or enter into or engage in negotiations or discussions withfor the avoidance of doubt, or provide to the extent any non-public information or data to, any person (other than Parent contact by the Company or any Company Representative with any Person is in furtherance of its affiliates or representatives) relating the Company’s obligations pursuant to this clause (C), such contact shall not violate the other restrictions of this Section 5.3). Any material violations of the restrictions set forth in this Section 5.3 by any Acquisition Proposal Company Subsidiary or any proposal, offer director or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 executive officer 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 or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted to take under this Section 5.4, it Company Subsidiary shall be deemed to be a material breach of this Section 5.4 5.3 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)Company.

No Solicitation. (a) The Stockholder hereby agrees Parent shall, shall cause its Subsidiaries to and shall request that its Representatives, immediately cease (i) any communications, discussions or negotiations with any Person that may be ongoing with respect to a Parent Acquisition Proposal, (ii) furnishing to any Person (other than the Company, its Representatives and Parent’s Representatives) any information with respect to a Parent Acquisition Proposal and (iii) cooperating with, assisting in, participating in, knowingly facilitating or encouraging a Parent Acquisition Proposal and, if applicable, shall request to have returned to Parent or destroyed any confidential information that has been provided to any Person during any such communications, discussions or negotiations occurring in the term six (6) months prior to the date of this Agreement. From and after the date of this Agreement until the earlier to occur of the Effective Time or the date of termination of this Agreement in accordance with ARTICLE 9, except as permitted by Section 5.4(b), it Parent shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or knowingly permit any of its Representatives to (and shall use its reasonable best efforts to ensure that any of its Affiliates or Representatives do notcause such Persons not to), directly or indirectly, (iA) solicit, initiate, initiate or knowingly encourage or facilitate (including by way of furnishing non-public information) information which has not been previously publicly disseminated), or knowingly facilitate, any inquiry or the making or submission of an Acquisition Proposal or any inquiry, proposal, indication of interest or offer which constitutes, or inquiry that may would reasonably be expected to lead to an to, a Parent Acquisition Proposal, (iiB) participate or enter into or engage in negotiations or discussions withsubject to Section 6.03(b), or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 approve or recommend, or publicly propose to approve, adopt approve or recommend, a Parent Acquisition Proposal, (C) subject to Section 6.03(b), approve or recommend, or publicly propose to approve or recommend, or execute or enter into any letter of intent, memorandum of understanding, agreement, option merger agreement or other agreement agreement, arrangement or understanding, in each case relating to an a Parent Acquisition Proposal (other than an Acceptable Parent Confidentiality Agreement) or a Parent Superior Proposal (each an “Alternative Parent Acquisition Agreement”), (D) enter into, continue or otherwise participate in any proposal, offer discussions or inquiry that may reasonably be expected to lead to an negotiations regarding any Parent Acquisition Proposal, or (vE) agree to do any of the foregoing. The Stockholder hereby agrees immediately ; provided, however, if, prior to cease and cause to be terminated all existing solicitationsthe receipt of the Parent Shareholder Approval, discussions or negotiations with any Person with respect to any following the receipt of a bona fide written Parent Acquisition Proposal that the Parent Board determines in good faith, after consultation with Parent’s outside financial advisors and outside legal counsel, is or any offer, proposal or inquiry that may could reasonably be expected to lead to an a Parent Superior Proposal and that was not solicited in violation of this Section 6.03(a) and made after the date of this Agreement, Parent may, in response to such Parent Acquisition Proposal, and will inform subject to compliance with Section 6.03(b), furnish information with respect to Parent to the Person making such Parent Acquisition Proposal and engage in discussions or negotiations with such Person regarding such Parent Acquisition Proposal; provided, that (1) prior to furnishing, or causing to be furnished, any such nonpublic information relating to Parent to such Person, Parent enters into a confidentiality agreement with the Person making such Parent Acquisition Proposal (an “Acceptable Parent Confidentiality Agreement”) that (x) does not contain any provision that would prevent Parent from complying with its Affiliates and Representatives of obligation to provide any disclosure to the obligations undertaken by the Stockholder Company required pursuant to this Agreement, including this Section 5.4(a). If any 6.03 and (y) contains provisions that in the aggregate are no less restrictive on such Person than those contained in the Confidentiality Agreement as in effect immediately prior to the execution of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including provided, that such agreement does not need to contain any provision prohibiting (including, any direct or indirect “standstill” or similar provisions that prohibit) the immediately preceding sentencemaking of any Parent Acquisition Proposal), and (2) promptly (but in any event within 24 hours) following furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the contrary, no action taken by Company (to the extent such nonpublic information has not been previously so furnished to the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(aRepresentatives).

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it shall Seller Group Parties will not, and shall use its reasonable best efforts to ensure that will not authorize or permit any of its their respective directors, officers, employees, shareholders or Affiliates or Representatives do notany investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Seller Representatives”) to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage encourage, facilitate, support or facilitate (including by way induce the making, submission or announcement of furnishing non-public information) the submission any inquiry, expression of an Acquisition Proposal interest, proposal or any proposaloffer that constitutes, offer or inquiry that may could reasonably be expected to lead to to, an Acquisition Proposal, (ii) enter into, participate in, maintain or enter into continue any communications (except solely to provide written notice as to the existence of these provisions) or engage in negotiations or discussions withregarding, or provide deliver or make available to any Person any non-public information or data with respect to, or take any person (other than Parent action regarding, any inquiry, expression of interest, proposal or any of its affiliates offer that constitutes, or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may could reasonably be expected to lead to to, an Acquisition Proposal, (iii) make agree to, accept, approve, endorse or participate inrecommend (or publicly propose or announce any intention or desire to agree to, directly accept, approve, endorse or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SECrecommend) 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 3.1Acquisition Proposal, (iv) vote, approve, adopt or recommend, or publicly propose to approve, adopt or recommend, enter into any letter of intent, memorandum of understanding, agreement, option agreement intent or any other agreement Contract contemplating or otherwise 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 submit any Acquisition Proposal to do the vote of any members or securityholders of the foregoingany Seller Group Party. The Stockholder hereby agrees Seller Group Parties and the Seller Representatives will immediately to cease and cause to be terminated any and all existing solicitationsactivities, discussions or negotiations with any Person Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a(except for Exempt Proposals). If any of the Stockholder’s Affiliates Seller Representative, whether in his or Representatives her capacity as such or in any other capacity, takes any action that the Stockholder is not permitted Seller Group Parties are obligated pursuant to take under this Section 5.46.1 to cause such Seller Representative not to take, it then the Seller Group Parties shall be deemed to be a breach for all purposes of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of have breached this Section 5.4(a)6.1.

No Solicitation. (a) The Stockholder hereby Each of Parent and the Company agrees that that, during the term of this AgreementPre-Closing Period, except as permitted by Section 5.4(b), neither it shall not, and shall use its reasonable best efforts to ensure that nor any of its Affiliates Subsidiaries shall, nor shall it or any of its Subsidiaries authorize any of its Representatives do notto, directly or indirectly, : (i) solicit, initiateinitiate or knowingly encourage, knowingly encourage induce or facilitate (including by way the communication, making, submission or announcement of furnishing non-public information) the submission of an any Acquisition Proposal or Acquisition Inquiry or take any proposal, offer or inquiry action that may could reasonably be expected to lead to an Acquisition ProposalProposal or Acquisition Inquiry, (ii) participate or enter into or engage in negotiations or discussions with, or provide furnish any non-public nonpublic information or data to, any person (other than Parent or any of its affiliates or representatives) relating regarding such party to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (iii) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the 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 response to an Acquisition Proposal or any proposalAcquisition Inquiry, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, or (viii) agree to do any of the foregoing. The Stockholder hereby agrees immediately to cease and cause to be terminated all existing solicitations, engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, (iv) approve, endorse or recommend any offerAcquisition Proposal (subject to Section 7.2 and Section 7.3), proposal (v) execute or inquiry enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction, (vi) take any action that may could reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant Proposal or Acquisition Inquiry or (vii) publicly propose to this Agreement, including this Section 5.4(a). If do any of the Stockholderfollowing; provided, however, that, notwithstanding anything contained in this Section 6.4 and subject to compliance with this Section 6.4, prior to obtaining the Parent Stockholder Approval, Parent may furnish nonpublic information regarding Parent 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 the Parent Board determines in good faith, after consultation with its financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (and is not withdrawn) if: (A) neither Parent nor any Representative of Parent shall have breached this Section 6.4 in any material respect, (B) the Parent Board concludes in good faith, after consulting with outside counsel, that the failure to take such action would reasonably be expected to constitute a violation of the Parent Board’s Affiliates fiduciary duties under applicable Law, (C) at least one (1) Business Day prior to initially furnishing any such nonpublic information to, or Representatives enter into discussions with, such Person, (D) Parent receives from such Person an executed Acceptable Confidentiality Agreement and (E) at least one (1) Business Day prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such information has not been previously furnished by Parent to the Company). 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 the Stockholder is not permitted to take under this Section 5.4that, it shall be deemed to be if taken by such party, would constitute a breach of this Section 5.4 6.4 by such party, the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no taking of such action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement such Representative shall be deemed to constitute a violation by the Stockholder breach of this Section 5.4(a)6.4 by such party for purposes of this Agreement.

No Solicitation. (a) The Subject to Section 6.18, each Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it shall not, and shall use direct its reasonable best efforts to ensure that any of its Affiliates or Representatives do notnot to, directly or indirectly, (i) initiate, solicit, initiate, knowingly encourage or facilitate (including by way of furnishing non-public providing information) or facilitate any inquiries, proposals or offers with respect to, or the submission of making or completion of, an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Alternative Proposal, (ii) engage or participate or enter into or engage in any negotiations or discussions withconcerning, or provide or cause to be provided any non-public information or data torelating to the Company, any person (other than Parent or any of its affiliates Subsidiaries, any Company Joint Venture, KMP or representatives) KMR in connection with, or have any discussions with any person relating to, an actual or proposed Alternative Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to any Acquisition Proposal make or any proposal, offer or inquiry that may reasonably be expected to lead to implement an Acquisition Alternative Proposal, (iii) make approve, endorse 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 voterecommend, or seek propose publicly to advise approve, endorse or influence any Person with respect to the voting ofrecommend, 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 3.1Alternative Proposal, (iv) vote, approve, adopt endorse or recommend, or publicly propose to approve, adopt endorse or recommend, or execute or enter into, any letter of intent, memorandum of understandingagreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to an Acquisition Proposal any Alternative Proposal, (v) amend, terminate, waive or fail to enforce, or grant any proposalconsent under, offer any confidentiality, standstill or inquiry that may reasonably be expected to lead to an Acquisition Proposalsimilar agreement, or (vvi) resolve to propose or agree to do any of the foregoing. The Each Stockholder hereby agrees that it shall, and shall cause each of its Representatives to, immediately to cease and cause to be terminated all any existing solicitations, discussions or negotiations with any Person (other than the parties hereto) that has made or indicated an intention to make an Alternative Proposal. If, prior to the Expiration Time, a Stockholder receives a proposal with respect to the sale of Shares in connection with an Alternative Proposal, then such Stockholder shall promptly (and in any Acquisition event within 48 hours) advise the Purchaser Parties orally and in writing of (i) any Alternative Proposal or any offer, proposal indication or inquiry with respect to or that may would reasonably be expected to lead to any Alternative Proposal, (ii) any request for non-public information relating to the Company, its Subsidiaries, a Company Joint Venture, KMP or KMR, other than requests for information in the ordinary course of business and consistent with past practice and not reasonably expected to be related to an Acquisition Alternative Proposal, and will inform its Affiliates and Representatives (iii) any inquiry or request for discussion or negotiation regarding an Alternative Proposal, including in each case the identity of the person making any such Alternative Proposal or indication or inquiry and the material terms of any such Alternative Proposal or indication or inquiry (including copies of any document or correspondence evidencing such Alternative Proposal or inquiry). Subject to applicable Law, each Stockholder agrees that it shall not, and that it shall direct its Representatives not to, directly or indirectly, (i) initiate, solicit, encourage (including by providing information) or facilitate any inquiries, proposals or offers with respect to, or the making or completion of, a KMP/KMR Proposal, (ii) engage or participate in any negotiations concerning, or provide or cause to be provided any non-public information or data relating to Kxxxxx Xxxxxx Energy Partners, L.P. or Kxxxxx Xxxxxx Management, LLC in connection with, or have any discussions with any person relating to, an actual or proposed KMP/KMR Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement a KMP/KMR Proposal. For the avoidance of the doubt, the fact that the Board of Directors of the Company (or any committee thereof) shall determine that an Alternative Proposal is a Superior Proposal shall in no way affect or limit the obligations undertaken by of any of the Stockholder pursuant to Stockholders under this Agreement, including Section 2.1 and this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a)4.4.

No Solicitation. (aExcept as otherwise expressly permitted under Section 5.04(b) The Stockholder hereby agrees that during or Section 5.06(e), from and after the term date of this Agreement until the termination of this Agreement pursuant to Section 6 of this Agreement, except Shareholder, solely in Shareholder’s capacity as permitted by Section 5.4(b)a shareholder of Presidio, it shall not, and nor shall use its reasonable best efforts to ensure that Shareholder authorize or direct any of its Affiliates Shareholder’s partners, officers, directors, advisors or Representatives do notRepresentatives, directly or indirectlyany Affiliate to (a) initiate, (i) solicit, initiateinduce or encourage, knowingly encourage or take any action to facilitate (including by way the making of furnishing non-public information) the submission of an Acquisition Proposal or any proposalinquiry, offer or inquiry that may proposal which constitutes or could reasonably be expected to lead to an Acquisition Proposal, (iib) participate in any discussions or enter into or engage in negotiations or discussions with, or provide any non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to regarding any Acquisition Proposal or furnish, or otherwise afford access to any proposal, offer Person (other than HCC) any information or inquiry that may reasonably be expected data as to lead Presidio or otherwise relating to an Acquisition Proposal, (iiic) make enter into any agreement, agreement in principle or participate inletter of intent as to an Acquisition Proposal, directly (d) approve or indirectlyrecommend or propose publicly to approve or recommend any Acquisition Proposal, (e) approve or recommend or propose publicly to approve or recommend any agreement, agreement in principle or letter of intent as to an Acquisition Proposal, (f) solicit proxies or become a “participant” in a “solicitation” of “proxies” (as such terms are used defined in Regulation 14A under the rules of Exchange Act) as to an Acquisition Proposal (other than the SECMerger Agreement) or powers of attorney otherwise encourage or similar rights assist any party in taking or planning any action that would compete with, restrain or otherwise serve to vote, interfere with or seek to advise or influence any Person with respect to inhibit 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 timely consummation of the Merger Agreement and as otherwise expressly provided in this Agreement or to otherwise accordance with the terms of the Merger Agreement, (g) initiate a shareholders’ vote or action by 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 Presidio’s shareholders as to an Acquisition Proposal or (h) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) as to any proposal, offer or inquiry voting securities of Presidio that may reasonably be expected to lead to takes any action in support of an Acquisition Proposal, or (v) agree to do any of the foregoing. The Stockholder hereby Shareholder agrees immediately to cease and cause to be terminated all existing solicitationsany activities, discussions or negotiations conducted before the date of this Agreement with any Person with respect other than HCC as to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an possible Acquisition Proposal, and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it Company shall not, and shall use cause its reasonable best efforts to ensure that any of its Affiliates Subsidiaries not to, and shall not authorize or permit their respective Representatives do notto, directly or indirectly, (i) solicitwhether publicly or otherwise, initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiry with respect to, or the making, submission of an Acquisition Proposal or announcement of, any proposal, inquiry, offer or inquiry indication of interest that may constitutes or would reasonably be expected to lead to an Acquisition a Takeover Proposal, (ii) participate in or enter into or engage in knowingly encourage any negotiations or discussions withregarding, or furnish to any Person access to the business, properties, assets, books or records or provide any material non-public information or data with respect to, any person (other than Parent the Company or any of its affiliates or representatives) relating to any Acquisition Proposal or Subsidiaries in connection with any proposal, inquiry, offer or inquiry indication of interest that may constitutes or would reasonably be expected to lead to an Acquisition a Takeover Proposal, (iii) make approve, endorse 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 voterecommend, or seek propose publicly to advise approve, endorse or influence any Person with respect to the voting ofrecommend, 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 3.1Takeover Proposal, (iv) vote, approve, adopt amend or recommendgrant any waiver or release under, or publicly propose fail to approve, adopt or recommendenforce, any letter of intent, memorandum of understanding, agreement, option agreement standstill 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 similar contract with respect to any Acquisition Proposal or any offer, proposal or inquiry that may reasonably be expected to lead to an Acquisition Proposal, and will inform its Affiliates and Representatives class of the obligations undertaken by the Stockholder pursuant to this Agreement, including this Section 5.4(a). If any equity securities of the 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 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates Subsidiaries, or Representatives (v) execute or enter into any agreement in compliance principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to a Takeover Proposal (other than an Acceptable Confidentiality Agreement in connection with the actions contemplated by, and pursuant to, Section 6.2 6.04(b)) (any such Contract, a “Company Acquisition Agreement”) or resolve, agree, approve, recommend or publicly propose to take such action. Except as otherwise expressly permitted by this Section 6.04, neither the Company Board nor any committee thereof shall (A) fail to make the Company Board Recommendation, (B) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Takeover Proposal or enter into any Company Acquisition Agreement or resolve, agree, approve, recommend or publicly propose to take any such action, or (C) withdraw, amend, modify or qualify, in a manner adverse to Parent or Merger Sub, or propose publicly to withdraw, amend, modify or qualify in a manner adverse to Parent or Merger Sub, the Company Board Recommendation (any of the Merger Agreement shall be foregoing clauses (A), (B) and (C) above, a violation “Company Adverse Recommendation Change”); it being understood and agreed that any “stop-look-listen” communication by the Stockholder Company Board to the shareholders of this Section 5.4(a)the Company pursuant to Rule 14d-9(f) under the Exchange Act (or any related communication to shareholders of the Company) will not be deemed a Company Adverse Recommendation Change. The Company shall, and shall cause its Subsidiaries to, and shall direct and use reasonable best efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing discussions or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal.

No Solicitation. (a) The Stockholder hereby agrees that during During the term Interim Period, none of this Agreementthe Purchaser Board or the Purchaser and Merger Sub, except as permitted by Section 5.4(b)on the one hand, it shall not, and shall use its reasonable best efforts to ensure that or the Company or any of its Affiliates Subsidiaries, or the Company’s board of directors (the “Company Board”), on the other hand, will, nor will they authorize or permit any of their respective Representatives do notto, directly or indirectly, (ia) solicit, initiateinitiate or knowingly encourage, knowingly encourage support, facilitate or facilitate (including by way induce the making, submission or public announcement of furnishing non-public information) the submission any inquiry, indication of an Acquisition Proposal interest, proposal or any proposaloffer that constitutes, offer or inquiry that may could reasonably be expected to lead to to, an Acquisition Proposal, (iib) enter into, participate in, maintain or enter into continue any communications (except solely to provide written notice as to the existence of these provisions) or engage in negotiations or discussions withregarding, or provide deliver or make available to any Person any non-public information or data with respect to, or knowingly take any person (other than Parent action regarding, any inquiry, indication of interest, proposal or any of its affiliates offer that constitutes, or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may could reasonably be expected to lead to to, an Acquisition Proposal, (iiic) make or participate inagree to, 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) voteaccept, approve, adopt endorse or recommend, recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, adopt endorse or recommend) any Acquisition Proposal, (d) in the case of the Purchaser, fail to include the Purchaser Board Recommendation in (or remove from) the Registration Statement, (e) enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet or any other agreement, option agreement understanding or other agreement contract (whether binding or not) contemplating or otherwise relating to an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, (f) submit any Acquisition Proposal to the vote of any securityholders of the Purchaser, the Company or any of its Subsidiaries (as applicable), (g) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the other Party, the approval of such Party’s board of directors of this Agreement and/or any of the Transactions, or, in the case of the Purchaser, the Purchaser Board Recommendation, (h) approve any transaction, or any third party becoming an “interested stockholder”, under applicable Laws or (vi) resolve, propose or agree to do any of the foregoingforegoing (any of the actions described in clauses (c)-(i), a “Change of Recommendation”). The Stockholder hereby agrees Both the Company and the Purchaser and Merger Sub shall, and shall cause their respective Representatives to, immediately to cease any and cause to be terminated all existing solicitationsactivities, discussions or negotiations with any Person Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal Proposal. Each of the Purchaser and the Company shall notify the other Party within 48 hours of the receipt by such Party or any offerof its Representatives of any bona fide inquiries, proposal proposals or inquiry offers, requests for information or requests for discussions or negotiations that may constitutes or could reasonably be expected to lead to constitute an Acquisition Proposal, including a correct and will inform its Affiliates and Representatives complete copy thereof if in writing or a written summary of the obligations undertaken by material terms thereof if it is not in writing, and the Stockholder pursuant to this Agreementidentity of the party making such inquiry, including this Section 5.4(a)proposal, offer or request for information. If a Representative of either Party, whether in his, her or its capacity as such or in any of the Stockholder’s Affiliates or Representatives other capacity, takes any action that the Stockholder such Party is not permitted obligated pursuant to take under this Section 5.46.7 not to take, it then such Party shall be deemed to be a breach for all purposes of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of have breached this Section 5.4(a)6.7.

No Solicitation. (a) The Stockholder hereby agrees that during the term Upon execution of this Agreement, except Target shall immediately terminate any discussions with any Third Party concerning an Acquisition Proposal (as permitted by Section 5.4(bdefined below), it . Target shall not, and shall use its reasonable best efforts to ensure that any of its Affiliates or Representatives do not, directly or indirectly, through any officer, director, employee, stockholder, financial advisor, attorney, representative, subsidiary or agent of such person or entity (i) take any action to solicit, initiate, knowingly facilitate, continue or encourage any inquiries or facilitate proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock or other securities (including by way of furnishing non-public informationa tender offer) the submission of an Acquisition Proposal or similar transaction involving Target or any proposalof its subsidiaries, offer other than the transactions contemplated by this Agreement (any of the foregoing inquiries or inquiry that may reasonably be expected proposals being referred to lead to as an "Acquisition Proposal"), (ii) participate or enter into or engage in negotiations or discussions with(whether such discussions or negotiations are initiated by Target, such other person or entity or otherwise) concerning, or provide any non-public information to any person or data entity relating to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an possible Acquisition Proposal, (iii) enter into an agreement with any person or entity providing for a possible Acquisition Proposal or make or participate inauthorize any statement, directly recommendation or indirectlysolicitation in support of any possible Acquisition Proposal by any person or entity, in each case other than Acquiror, or (iv) agree to, enter into a “solicitation” letter of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney intent or similar rights to votedocument or recommend any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Target, or seek to advise or influence any Person with respect its Board of Directors, to the voting ofextent such Board of Directors determines, in good faith (after consultation with independent legal advisors), that such Board of Directors' fiduciary duties under applicable law require it to do so, from (A) furnishing non-public information to, or entering into discussions or negotiations with, any shares of Company Stock person or entity in connection with any vote an unsolicited, bona fide, written Acquisition Proposal by such person or other action on any of entity or recommending an unsolicited, bona fide, written Acquisition Proposal by such person or entity to the Section 3.1(a) Matters, other than to recommend that stockholders of Target, if and only to the Company vote extent that (1) the Board of Directors of Target determines in favor good faith (after consultation with independent financial and legal advisors) that such Acquisition Proposal is reasonably capable of being completed on the adoption of terms proposed and, after taking into account the strategic benefits anticipated to be derived from the Merger and the long-term prospects of Acquiror and Target as a combined company, would, if consummated, result in a transaction more favorable to Target's stockholders from a financial point of view than the transaction contemplated by this Agreement and as otherwise expressly provided (any such more favorable Acquisition Proposal being referred to in this Agreement or as a "Superior Proposal") and the Board of Directors of Target determines in good faith (after consultation with independent legal advisors) that such action is necessary for such Board of Directors to otherwise vote or consent comply with respect its fiduciary duties to Covered Shares in a manner that would not violate Section 3.1, stockholders under applicable law and (iv2) vote, approve, adopt or recommendprior to furnishing such non-public information to, 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, entering into discussions or negotiations with, such person or entity, (x) such Board of Directors receives from such person or entity an executed confidentiality agreement with any Person with respect terms no less favorable to any Acquisition Proposal Target and no more favorable to such person or any offerentity than those terms contained in the Mutual Confidentiality and Non-Disclosure Agreement dated October 1, proposal or inquiry that may reasonably be expected 2001 between Acquiror and Target (the "Nondisclosure Agreement"), (y) such non-public information has been previously delivered to lead to an Acquisition ProposalAcquiror, and will inform its Affiliates and Representatives (z) Target advises Acquiror in writing of the obligations undertaken by the Stockholder pursuant to this Agreementsuch disclosure or discussions or negotiations, including this Section 5.4(a). If any of the Stockholder’s Affiliates person or Representatives takes any action that the Stockholder is not permitted entity to take under this Section 5.4, it shall be deemed to be a breach of this Section 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the contrary, no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a).whom