Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Except as expressly provided in this Article 4, or to the extent Safety Shot has otherwise consented in writing (which consent shall be in Safety Shot’s sole discretion), Yerbaé shall not, and shall cause the Yerbaé Subsidiaries not to, directly or indirectly, through any officerof its Representatives (and in so doing shall instruct its and the Yerbaé Subsidiaries’ Representatives not to, director, employee, representative (including any financial directly or other advisor) or agent or otherwise, and shall not permit any such person to:indirectly): (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries Books and Records or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with with, or disclose any non-public information or data relating to Yerbaé or the Yerbaé Subsidiaries to, any Person (other than any Purchaser Party or Purchaser Party RepresentativeSafety Shot and its Affiliates) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided that Yerbaé may (i) advise any Person of the restrictions of this Agreement, and (ii) advise any Person making an Acquisition Proposal that the Yerbaé Board (or the relevant committee thereof) has determined that their Acquisition Proposal does not constitute a Superior Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposalmake a Change in Recommendation; or (iv) accept, approve, endorse, recommend or execute accept or enter into or publicly propose to accept, approve, endorse, recommend or execute accept or enter into any agreement, understanding, letter of intent, understanding memorandum of understanding, joint venture agreement, or arrangement relating to with any Person (other than Safety Shot or any of its Affiliates) (i) in respect of an Acquisition ProposalProposal or (ii) requiring, intending to cause, or which could reasonably be expected to cause Yerbaé to abandon, terminate or fail to consummate the Arrangement or any other transactions contemplated by this Agreement. (b) Except as expressly provided in this Article 4, Yerbaé shall, and shall cause the Yerbaé Subsidiaries and their respective Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiationnegotiations, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party RepresentativeSafety Shot and its Affiliates) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection with such termination shall: (i) discontinue access to and disclosure of all information regarding Yerbaé or any of the Yerbaé Subsidiaries, including any data room, any confidential information, properties, facilities and Books and Records; and (cii) immediately notify the Purchaser and the Company, at first orally, and then promptly (and in any event within 24 hours in writing, two (2) Business Days) request (i) the return or destruction of all copies of any Acquisition Proposalconfidential information regarding Yerbaé or any of the Yerbaé Subsidiaries provided to any Person other than Safety Shot and its Representatives, and shall provide (ii) the Purchaser and the Company with copies destruction of all written documentsmaterial including or incorporating or otherwise reflecting such confidential information regarding Yerbaé or any of the Yerbaé Subsidiaries, correspondence to the extent that such information has not previously been returned or other material received destroyed, using its commercially reasonable efforts to ensure that such requests are complied with in accordance with the terms of such rights. (c) Any violation of the foregoing Sections 4.1(a) or 4.1(b) by the Shareholderany Yerbaé Subsidiary or by any Representatives of Yerbaé or any Yerbaé Subsidiary, its affiliates whether or its, his, not such Representative is so authorized and whether or her Representatives in respect of, from or not such Representative is purporting to act on behalf of Yerbaé or any such Person in connection therewith and if not in writing or electronic form, a description of the material terms Yerbaé Subsidiaries or otherwise, shall be deemed to be a breach of such correspondence sent this Agreement by Yerbaé. (d) Yerbaé represents and warrants that it has not waived any confidentiality, standstill or communicated similar agreement, restriction or covenant in effect as of the date of this Agreement to which Yerbaé or any of the ShareholderYerbaé Subsidiaries is a party, its affiliates and Yerbaé covenants and agrees that (a) Yerbaé shall enforce each confidentiality, standstill or itssimilar agreement, hisrestriction or covenant to which Yerbaé or any of the Yerbaé Subsidiaries is a party or may hereafter become a party in accordance with Section 4.3, and (b) neither Yerbaé nor any of the Yerbaé Subsidiaries have released or will, without the prior written consent of Safety Shot (which may be withheld or delayed in Safety Shot’s sole and absolute discretion), release any Person from, or her Representativeswaive, amend, suspend or otherwise modify such Person’s obligations respecting Yerbaé, or any of the Yerbaé Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which Yerbaé or any of the Yerbaé Subsidiaries is a party or may hereafter become a party in accordance with Section 4.3.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Stockholder shall not, shall cause each of its Subsidiaries not to, and shall not authorize or permit any of its Representatives to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assistinitiate or knowingly encourage, initiate, knowingly encourage induce or otherwise facilitate (including by way of furnishing any Acquisition Proposal or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes may reasonably be expected to lead to an Acquisition Proposal; , (ii) enter into furnish any nonpublic information regarding the Company or afford access to the Company’s business, properties, assets, books or records to, or otherwise engage knowingly cooperate in any way with, any Third Party that is reasonably expected to make, or is otherwise seeking to make, or has made, an Acquisition Proposal, or (iii) participate in any discussions or negotiations with any Third Party that is reasonably expected to make, or has made, an Acquisition Proposal, regarding an Acquisition Proposal; provided that, notwithstanding anything to the contrary in this Agreement, any such Person may (other than any Purchaser Party or Purchaser Party RepresentativeA) regarding seek to clarify the terms and conditions of any inquiry, proposal or offer that constitutes to determine whether such inquiry, proposal or could offer may reasonably be expected to constitute lead to a Superior Proposal (it being understood that any such communications with any such Third Party shall be limited to the clarification of the original inquiry or proposal made by such Third Party and shall not include (x) any negotiations or similar discussions with respect to such inquiry, proposal or offer or (y) such Person’s view or position with respect thereto) and (B) inform any Person that makes an Acquisition Proposal of the restrictions imposed by the provisions of this Section 3.02. Stockholder shall promptly (but in any event within one (1) Business Day) advise the Company and Spectrum of any Acquisition Proposal received by Stockholder, the material terms and conditions of any such Acquisition Proposal (including any material changes thereto) and the identity of the Person making any such Acquisition Proposal; . Without limiting the foregoing, it is agreed that, if any Representative of Stockholder or any of its Subsidiaries takes any action that would constitute a breach of this Section 3.02 if it were authorized or permitted by Stockholder, such action shall constitute a breach of this Section 3.02 by Stockholder, whether or not such action shall have been authorized or permitted by Stockholder or any of its Subsidiaries, unless such Representative has agreed (iiiin any capacity) acceptin a writing enforceable by such party not to take any such action. Notwithstanding the restrictions set forth above in this Section 3.02(a), approvein the event that Stockholder receives, endorse or recommendafter the date of this Agreement and prior to obtaining the ▇▇▇▇▇▇ Stockholder Approval, a bona fide written Acquisition Proposal that did not result from any breach of this Section 3.02 and that the board of directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) to be, or publicly propose to acceptbe reasonably expected to lead to, approve, endorse or recommend any Acquisition a Superior Proposal, or take no position or remain neutral Stockholder may (1) engage in negotiations with, furnish any information with respect to the Company and its Subsidiaries to, any public and afford access to the business, properties, assets, books or records of the Company and its Subsidiaries to, the Person or group (and their respective Representatives) making such Acquisition Proposal; or provided, that prior to furnishing any such information, Stockholder (ivx) acceptreceives from such Person or group an executed confidentiality agreement containing terms and restrictions that are customary for confidentiality agreements executed in similar circumstances and (y) provides prior written notice to Spectrum and the Company; provided, approvefurther, endorse, recommend that all such information is provided or execute made available to Spectrum and the Company (to the extent not previously provided or enter into made available) substantially concurrently with it being provided or publicly propose made available to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposalsuch Third Party. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior Notwithstanding anything herein to the date contrary, Section 3.02(a) shall not prohibit or limit Stockholder from taking any action (or inaction) that would not constitute a breach by the Company, if taken by the Company, pursuant to Section 5.3 of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; andthe Merger Agreement. (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and Nothing set forth in this Agreement shall apply to or limit in any event within 24 hours in writingway a change of control of Stockholder (or Stockholder’s ultimate publicly traded parent company, as applicable) (whether by virtue of any Acquisition Proposala merger, and shall provide the Purchaser and the Company with copies of all written documentsacquisition, correspondence consolidation or other material received by similar transaction). (d) Stockholder agrees that, without the Shareholderprior written consent of Spectrum, neither it nor any of its affiliates Affiliates shall purchase, directly or itsindirectly, his, any shares of Saturn Common Stock or her Representatives in respect of, from securities of Spectrum convertible into or on behalf exchangeable or exercisable for shares of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesSaturn Common Stock.

Non-Solicitation. The Shareholder Each Stockholder hereby covenants and irrevocably agrees that it shallStockholder shall not, from the date hereof until the earlier of and shall not authorize its representatives and agents (iincluding its investment bankers, attorneys and accountants) the termination of this Agreement pursuant to Article 4 and (iicollectively, its “Representatives”) the Effective Time: (a) notto, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, solicit or knowingly facilitate or encourage or otherwise facilitate (including by way of furnishing providing information) the submission of any inquiries, proposals or providing copies ofoffers or any other efforts or attempts that constitute, access or may reasonably be expected to lead to, any Acquisition Proposal or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person respect thereto, (other than any Purchaser Party or Purchaser Party Representativeii) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse approve or recommend, or publicly propose to acceptapprove or recommend, approve, endorse or recommend any Acquisition Proposal, (iii) make any statement or take no position proposal inconsistent with the Company Board Recommendation or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any merger agreement, letter of intent, understanding agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or arrangement other similar Contract relating to an Acquisition Proposal. (b) Proposal or enter into any Contract or agreement in principle requiring such Stockholder to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussion, negotiation, discussion or other activities commenced prior to the date of this Agreement negotiation with any Person (other than Persons conducted theretofore by such Stockholder or any Purchaser Party or Purchaser Party Representative) of its Representatives with respect to any Acquisition Proposal; and . Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within less than 24 hours in writingfollowing the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf a copy of any such Person in connection therewith and if not in writing or electronic formAcquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation of the foregoing restrictions by a Stockholder or any of its Representatives shall be deemed to be a material terms breach of this Agreement by such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesStockholder.

Non-Solicitation. The Shareholder hereby covenants (a) Upon execution of this Agreement, Seller shall and irrevocably shall cause its Representatives to cease immediately and cause to be terminated any and all existing activities, discussions or negotiations with any Person conducted heretofore with respect to, or that may reasonably be expected to lead to, an Acquisition Proposal. Seller shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of Seller to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to Seller or its businesses, operations or affairs heretofore furnished by Seller or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. (b) Seller agrees that it shallshall not, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notthat it shall cause its Representatives not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) initiate, solicit, assist, initiate, or knowingly encourage or otherwise knowingly facilitate (including by way the submission of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, indication of interest, proposal or offer that constitutes constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (ii) enter into or otherwise engage or participate in any discussions or negotiations with regarding, or furnish any non-public information to any Person (other than any Purchaser Party or Purchaser Party RepresentativeBuyer) regarding any inquiryin connection with, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; , (iii) accept, approve, endorse enter into any letter of intent or recommendagreement related to an Acquisition Proposal (other than a confidentiality agreement as contemplated by Section 5.15(c)), or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, approve or recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (bc) immediately cease and terminateFor purposes of this Agreement, and cause to be terminated“Acquisition Proposal” means any inquiry, indication of interest, proposal or offer for any solicitationtransaction or series of related transactions involving (i) a merger, encouragementtender offer, discussionrecapitalization, negotiationreorganization, liquidation, dissolution, business combination or consolidation, or any similar transaction, involving Seller or the Business, (ii) a sale, lease, license, exchange, mortgage, pledge, transfer or other activities commenced prior to acquisition of assets that constitute at least 15% of the date Assets, taken as a whole, or (iii) a purchase or other acquisition (including by way of merger, consolidation, stock exchange or otherwise) of beneficial ownership (the term “beneficial ownership” for purposes of this Agreement with any Person (other than any Purchaser Party having the meaning assigned thereto in Section 13(d) of the Exchange Act and the rules and regulations thereunder) of securities representing 15% or Purchaser Party Representative) with respect to any more of the voting power of Seller; provided, however, that the term “Acquisition Proposal; and (c) immediately notify ” shall not include the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesContemplated Transactions.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notNeither BIZ nor Litronic will, directly nor will it authorize or indirectly, through permit any officer, director, employee, representative (including consultant or contractor of or any financial investment banker, attorney, accountant or other advisor) advisor or agent representative of, either party to, directly or otherwiseindirectly, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with regarding, or furnish to any Person (person any information in respect of, or take any other than action to facilitate, any Purchaser Party Acquisition Proposal or Purchaser Party Representative) regarding any inquiryinquiries or the making of any proposal that constitutes, proposal or offer that constitutes or could may reasonably be expected to constitute an Acquisition Proposal; (iii) acceptlead to, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal. Notwithstanding the foregoing, in the event that either BIZ or take no position or remain neutral with respect toLitronic, any public as the case may be, receives an unsolicited Acquisition Proposal; or , it shall be entitled to negotiate with the third party making such proposal and to provide information to such third party if the Board of Directors' of either BIZ or Litronic, as the case may be, fiduciary duty to its respective stockholders requires that either BIZ or Litronic, as the case may be, conduct such negotiations and provide such material in order to make its recommendation to its respective stockholders regarding the approval or disapproval of the Merger. Each BIZ or Litronic, as the case may be, shall notify the other party of any Acquisition Proposal (ivincluding the material terms and conditions thereof and the identity of the person making it) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminateas promptly as practicable after its receipt thereof, and cause to be terminatedshall provide the other party with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform the other party on a prompt basis of the status of any solicitationdiscussions or negotiations with such a third party, encouragement, discussion, negotiation, or other activities commenced prior and any material changes to the date terms and conditions of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any such Acquisition Proposal, and shall provide promptly give the Purchaser other party a copy of any information delivered to such person which has not previously been reviewed by the other party. Immediately after the execution and delivery of this Agreement, each of BIZ and Litronic will, and will use its reasonable best efforts to cause its affiliates, and their respective officers, directors, employees, consultants, contractors, investment bankers, attorneys, accountants and other agents and representatives to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore in respect of any possible Acquisition Proposal. Each of BIZ and Litronic shall take all necessary steps to promptly inform the Company with copies individuals or entities referred to in the first sentence of this Section 7.8 of the obligations undertaken in this Section 7.8. "Acquisition Proposal" means an inquiry, offer or proposal regarding any of the following (other than the transactions contemplated by this Agreement) involving either BIZ or Litronic, as the case may be: (v) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (w) any sale of shares of capital stock of either BIZ or Litronic, as the case may be, (x) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all written documentsor substantially all the assets of either BIZ or Litronic, correspondence as the case may be, in a single transaction or other material received by series of related transactions; (y) any tender offer or exchange offer for 20% or more of the Shareholder, its affiliates outstanding capital stock of or its, his, or her Representatives in respect of, from or on behalf the filing of any such Person a registration statement under the Securities Act in connection therewith and if not in writing therewith; or electronic form(z) any public announcement of a proposal, a description plan or intention to do any of the material terms foregoing or any agreement to engage in any of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesforegoing.

Non-Solicitation. The Shareholder hereby covenants Each Stockholder shall not, and irrevocably agrees shall instruct his, her or its Representatives not to, directly or indirectly (a) initiate, solicit or knowingly encourage any inquiries, discussions or proposals regarding any Alternative Proposal (including by providing non-public information to any Person for the purpose of making, evaluating, or determining whether to make or pursue, any inquiries or proposals with respect to any Alternative Proposal), (b) continue, propose, enter into or participate in any way in negotiations or discussions with respect to any Alternative Proposal, or (c) enter into any letter of intent, agreement in principle, acquisition agreement or other agreement or understanding providing for any Alternative Proposal; provided, however, that it shallnotwithstanding anything to the contrary contained in this Agreement, from the date hereof until the earlier of each Stockholder shall be permitted to (i) inform any Person of the termination existence of the provisions contained in this Agreement pursuant to Article 4 and Agreement, (ii) contact any Person or group of Persons who has made an Alternative Proposal to clarify and understand the Effective Time: terms and conditions thereof, (aiii) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in discussions or negotiations with, provide information to or fully cooperate with, the Person or group of Persons who has made a bona fide Alternative Proposal, the Company, and the Representatives of the Person or group of Persons who has made such Alternative Proposal or the Company regarding such Alternative Proposal or otherwise facilitate or fully participate in such Alternative Proposal, (iv) take any other action that would be permissible for the Company to take under Section 6.2 of the Merger Agreement or (v) to take any action with respect to any Alternative Proposal, including entering into any letter of intent, agreement in principle, acquisition agreement or other agreement or understanding with respect to such Stockholder’s Shares, future employment or otherwise; provided that (x) each Stockholder may take the actions set forth in clauses (iii), (iv) and (v) above if, and only during such time as, the Company is permitted, under Section 6.2 of the Merger Agreement, to have discussions or negotiations with any Person respect to such Alternative Proposal and (other than any Purchaser Party or Purchaser Party Representativey) regarding any inquiry, proposal or offer that constitutes or could reasonably no Stockholder shall be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter bound by the provisions of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to this Section 12 from the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) until the Solicitation Period End Time with respect to any Acquisition Proposal; and (c) immediately notify action taken at the Purchaser and direction, or with the Company, at first orally, and then promptly and in any event within 24 hours in writingpermission, of any Acquisition Proposalthe Transaction Committee in connection with an action that the Transaction Committee, and shall provide the Purchaser and the Company with copies of all written documents, correspondence Board or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description Company is permitted to take under Section 6.2 of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesMerger Agreement.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, Stockholder shall not and shall not authorize or permit any such person to: its representatives to directly or indirectly (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access tosolicit encourage, or disclosure take any action to facilitate the making of, any confidential information, properties, facilities, books offer or records of the Company proposal which constitutes or is reasonably likely to lead to any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; , (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person agreement (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any a confidentiality agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal except in connection with a Superior Proposal in connection with which the Company enters into an agreement (including contemporaneously with the Company) pursuant to Section 5.3(b) of the Merger Agreement, or (iii) in the event of an unsolicited Acquisition Proposal for the Company or otherwise, 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; and (c) immediately notify . It is understood that this Section 7 limits the Purchaser and rights of Stockholder only to the extent that Stockholder is acting in Stockholder’s capacity as a stockholder of the Company. Nothing herein shall be construed as preventing a Stockholder who is an officer or director of the Company, at first orally, and then promptly and in or any event within 24 hours in writing, director of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies who may be deemed to be an affiliate of all written documentsStockholder, correspondence or other material received from fulfilling the obligations of such position (including, subject to the limitations contained in Sections 5.2 and 5.3 of the Merger Agreement, the performance of obligations required by the Shareholder, its affiliates or its, hisfiduciary obligations of Stockholder, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description director of the material Company who may be deemed to be an affiliate of Stockholder, acting solely in his or her capacity as an officer or director). (ii) Notwithstanding anything to the contrary in this Section 7, if (a) after the Company shall have received an unsolicited bona fide written proposal from a Third Party relating to an Acquisition Proposal and (b) the Board of Directors of the Company has complied with the provisions of Section 5.2(b) of the Merger Agreement, Stockholder may provide information and engage in discussions with such Third Party as and to the extent that the Company is permitted to do so pursuant to the terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesMerger Agreement.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Except as otherwise expressly provided in this Section 5.8, the Company and its Subsidiaries shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Company or otherwiseany of its Subsidiaries (collectively, and shall not permit any such person to:the “Representatives”): (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingSubsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (ii) enter into into, engage in, continue or otherwise engage or participate in any discussions or negotiations with any Person (other than any the Purchaser Party and its Subsidiaries or Purchaser Party RepresentativeAffiliates) regarding in respect of any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute lead to an Acquisition Proposal, provided that the Company may (A) advise any Person of the restrictions of this Agreement, and (B) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute, or is not reasonably expected to constitute or lead to, a Superior Proposal; (iii) make the Company Change in Recommendation; (iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five Business Days following the public announcement of such Acquisition ProposalProposal will not be considered to be in violation of this Section 5.8(a)(iv); provided that the Board has rejected such Acquisition Proposal and affirmed the Company Board Recommendation by press release before the end of such five Business Day period (or in the event that the Company Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Company Meeting); provided, further, that the Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser and its counsel); or (ivv) accept, approve, endorse, recommend or execute accept or enter into into, or publicly propose to accept, approve, endorse, recommend or execute accept or enter into into, any agreement, letter of intent, understanding agreement in principle, agreement, arrangement or arrangement undertaking relating to an any Acquisition ProposalProposal (other than a confidentiality agreement permitted pursuant to Section 5.8(e)). (b) The Company shall, and shall cause its Subsidiaries and Representatives to immediately cease and terminate, and cause to be terminated, any existing solicitation, encouragement, discussiondiscussions, negotiation, negotiations or other activities commenced prior to the date of this Agreement with any Person (other than the Purchaser and its Subsidiaries or Affiliates) conducted by the Company or any Purchaser Party of its Subsidiaries or Purchaser Party Representative) Representatives with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and, in connection therewith, the Company shall: (i) immediately discontinue access to and disclosure of its and its Subsidiaries’ confidential information (and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise); and (ii) as soon as possible request (and in any case within two Business Days), and exercise all rights it has (or cause its Subsidiaries to exercise any rights that they have) to require the return or destruction of all confidential information (including derivative information) regarding the Company and its Subsidiaries previously provided to any Person (other than the Purchaser) in connection with a possible Acquisition Proposal to the extent such information has not already been returned or destroyed and the Company or its applicable Subsidiary has the right to request such return or destruction pursuant to a confidentiality agreement that is in force and effect, and shall use its reasonable best efforts to ensure that such requests are fully complied with to the extent the Company is entitled. (c) immediately notify The Company represents and warrants that neither the Purchaser Company nor any of its Subsidiaries has waived any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which the Company or any of its Subsidiaries is a party. Subject to Section 5.8(d), the Company covenants and agrees that (i) the Company shall take all necessary action to enforce each standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which the Company or any of its Subsidiaries is a party, and (ii) neither the Company nor any of its Subsidiaries nor any of their respective Representatives have released or will, without the prior written consent of the Purchaser, release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company, at first orallyor any of its Subsidiaries, under any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which the Company or any of its Subsidiary is a party (it being acknowledged by the Purchaser that the automatic termination or automatic release, in each case pursuant to the terms thereof, of any standstill restrictions of any such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 5.8(c)). (d) If the Company, or any of its Subsidiaries or any of their respective Representatives receives: (i) any inquiry, proposal or offer made after the date of this Agreement that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; or (ii) any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary in connection with any proposal that constitutes or may reasonably be expected to lead to an Acquisition Proposal, including information, access or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary, in each case made after the date of this Agreement; then, the Company shall promptly and orally notify the Purchaser, and then promptly and in any event writing within 24 hours in writinghours, of any such Acquisition Proposal, and shall provide inquiry, proposal, offer or request, including the Purchaser identity of the Person making such Acquisition Proposal, inquiry, proposal, offer or request and the Company with material terms and conditions thereof and copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser fully informed on a current basis of the status of material developments and (to the extent permitted by Section 5.8(e)) material discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments thereto. (e) Notwithstanding any other provision of this Section 5.8, if at any time following the date of this Agreement and prior to the Shareholder Approval having been obtained, the Company receives a request for material non-public information, or to enter into discussions, from a Person that proposes to the Company an unsolicited bona fide written Acquisition Proposal, the Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company or its Subsidiaries, if any only if: (i) the Board determines, in good faith after consultation with its outside financial and legal advisors, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; (ii) such Person is not restricted from making an Acquisition Proposal pursuant to an existing standstill, confidentiality, non-disclosure, business purpose, use or similar restriction with the Company or any of its Subsidiaries; (iii) the Company has been, and continues to be, in compliance with its obligations under this Section 5.8 in all material respects; and (iv) prior to providing any such copies, access or disclosures, the Company enters into a confidentiality and standstill agreement with such Person, or confirms it has previously entered into such an agreement which remains in effect (which confidentiality and standstill agreement shall be subject to Section 5.8(c)), and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to the Purchaser. (f) Nothing contained in this Section 5.8 shall prohibit the Board from making disclosure to Company Shareholders as required by applicable Law, including complying with Section 2.17 of Multilateral Instrument 62-104 - Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal provided, however, that neither the Company nor the Board shall be permitted to recommend that the Company Shareholders tender any securities in connection therewith with any take-over bid that is an Acquisition Proposal or effect a Company Change in Recommendation with respect thereto, except as permitted by Section 5.8(g). (g) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the Shareholder Approval having been obtained, the Board may, (1) make the Company Change in Recommendation in response to such Superior Proposal and/or (2) cause the Company to terminate this Agreement pursuant to Section 6.1(h) (including payment of the applicable amounts required to be paid pursuant to Section 6.2) and concurrently enter into a definitive agreement with respect to the Superior Proposal (other than a confidentiality agreement permitted by Section 5.8(e)) (a “Proposed Agreement”), if and only if: (i) the Person making such Superior Proposal is not restricted from making an Acquisition Proposal pursuant to an existing standstill, confidentiality, non-disclosure, business purpose, use or similar restriction; (ii) the Company has been, and continues to be, in compliance with its obligations under this Agreement; (iii) the Company or its Representatives have delivered to the Purchaser the information required by Section 5.8(d), as well as a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to make the Company Change in Recommendation and/or terminate this Agreement pursuant to Section 6.1(h) to concurrently enter into the Proposed Agreement with respect to such Superior Proposal, as applicable, together with a written notice from the Board regarding the value that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (collectively, the “Superior Proposal Notice”); (iv) in the case of the Board exercising its rights under clause (2) of this Section 5.8(g), the Company or its Representatives have provided the Purchaser a copy of the Proposed Agreement and all supporting materials, including any financing documents with customary redactions supplied to the Company in connection therewith; (v) five Business Days (the “Response Period”) shall have elapsed from the date on which the Purchaser has received the Superior Proposal Notice and all documentation referred to in Section 5.8(g)(iii) and Section 5.8(g)(iv); (vi) during any Response Period, the Purchaser has had the opportunity (but not the obligation) in accordance with Section 5.8(h), to offer to amend this Agreement and the terms of the Investment in order for such Acquisition Proposal to cease to be a Superior Proposal; (vii) after the Response Period, the Board (A) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Investment as proposed to be amended by the Purchaser under Section 5.8(h)) and (B) has determined in good faith, after consultation with its outside legal counsel, that the failure by the Board to make the Company Change in Recommendation and/or to cause the Company to terminate this Agreement to enter into the Proposed Agreement, as applicable, would be inconsistent with its fiduciary duties; and (viii) in the case of the Board exercising its rights under clause (2) of this Section 5.8(g), prior to or concurrently with terminating this Agreement pursuant to Section 6.1(h), the Company enters into such Proposed Agreement and concurrently pays to the Purchaser the amounts required to be paid pursuant to Section 6.2. (h) During the Response Period, or such longer period as the Company may approve in writing for such purpose: (i) the Board shall review any offer made by the Purchaser under Section 5.8(g)(vi) to amend the terms of this Agreement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Investment as would enable the Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Purchaser, and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. (i) Each successive amendment or electronic formmodification to any Acquisition Proposal or Proposed Agreement that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions thereof shall constitute a description new Acquisition Proposal for the purposes of this Section 5.8, and the Purchaser shall be afforded a new five Business Day Response Period from the date on which the Purchaser has received the notice and all documentation referred to in Section 5.8(g)(iii) and Section 5.8(g)(iv) with respect to the new Superior Proposal from the Company. (j) The Board shall promptly reaffirm the Company Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.8(h) would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser and its counsel. (k) In circumstances where the Company provides the Purchaser with a Superior Proposal Notice and all documentation contemplated by Section 5.8(g)(iii) and Section 5.8(g)(iv) on a date that is less than seven Business Days prior to the scheduled date of the material terms Company Meeting, the Company may either proceed with or postpone the Company Meeting to a date that is not more than ten Business Days after the scheduled date of such correspondence sent or communicated Company Meeting, and shall postpone the Company Meeting to a date that is not more than ten Business Days after the Shareholderscheduled date of such Company Meeting if so directed by the Purchaser. (l) Without limiting the generality of the foregoing, the Company shall advise its affiliates or its, his, or her Representatives.Subsidiaries and its Representatives of the prohibitions set out in this Section 5.8 and any violation of the restrictions set forth

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it (1) Except as expressly provided in this Article 7, neither Party shall, from directly or indirectly, do or authorize or permit any of its Representatives to do, any of the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Timefollowing: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company a Party or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingsubsidiary) any inquiryAcquisition Proposal in respect of such Party or any inquiries, proposal proposals or offer offers relating to any Acquisition Proposal or that constitutes could reasonably be expected to lead to an Acquisition ProposalProposal in respect of such Party; (iib) enter into into, engage in, continue or otherwise engage or participate in any discussions or negotiations with any Person person (other than any Purchaser the other Party or Purchaser Party Representativehereto) regarding any inquiryAcquisition Proposal in respect of such Party or any inquiries, proposal proposals or offer offers relating to any Acquisition Proposal or that constitutes or could reasonably be expected to constitute or lead to an Acquisition ProposalProposal in respect of such Party; (iiic) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to, any public Acquisition ProposalProposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced or otherwise publicly disclosed Acquisition Proposal for a period of no more than five business days will not be considered to be in violation of this Section 7.1 provided the board of directors of the Party subject to the Acquisition Proposal has rejected such Acquisition Proposal and affirmed the Alacer Board Recommendation or the SSR Board Recommendation, as the case may be, before the end of such five business day period (or, in the event that the Alacer Meeting or the SSR Meeting, as the case may be, is scheduled to occur within such five business day period, prior to the third business day prior to the date of the Alacer Meeting or SSR Meeting, as the case may be)); or (ivd) accept, approve, endorse, recommend or execute or enter into into, or publicly propose to accept, approve, endorse, recommend or execute or enter into into, any agreement, letter of intent, agreement in principle, agreement, arrangement or understanding or arrangement relating to in respect of an Acquisition ProposalProposal (other than a confidentiality and standstill agreement contemplated under Section 7.3(1)). (b2) Each Party shall, and shall cause its Representatives to, immediately cease and terminate, and cause to be terminated, any existing solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person person (other than any Purchaser the other Party or Purchaser Party Representativehereto) with respect to any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, each Party will: (a) immediately discontinue access to and disclosure of any of its confidential information, including any data room and any confidential information, properties, facilities, books and records of such Party or of any of its subsidiaries; and (cb) immediately notify within two business days of the Purchaser and date of this Agreement request (i) the Company, at first orally, and then promptly and in any event within 24 hours in writing, return or destruction of all copies of any confidential information regarding such Party or any of its subsidiaries provided to any person who has entered into a confidentiality agreement or similar agreement with such Party relating to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding such Party or any of its subsidiaries, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) Each Party represents that it has not, in the year prior to the date of this Agreement, waived any confidentiality, standstill or similar agreement or restriction to which such Party or any of its subsidiaries is a party relating to an Acquisition Proposal, and each Party further covenants and agrees that (i) it shall provide take all necessary action to enforce each confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which such Party or any of its subsidiaries is a party and (ii) neither it, nor any of its Representatives will, without the Purchaser prior written consent of the other Party (which may be withheld or delayed in the other Party’s sole and the Company with copies of all written documentsabsolute discretion), correspondence or other material received by the Shareholder, its affiliates or its, hisrelease any person from, or her Representatives in respect ofwaive, from amend, suspend or on behalf otherwise modify such person’s obligations respecting such Party, or any of its subsidiaries, under any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which such Party or any of its subsidiaries is a party; provided, however, that the Parties acknowledge and agree that the automatic termination or release of any such Person agreement, restriction or covenant in connection therewith and if not in writing or electronic form, accordance with their terms as a description result of the material terms entering into and announcement of this Agreement shall not be a violation of this Section 7.1(3). (4) Each Party shall advise its Representatives of the prohibitions set out in this Article 7 and any violation of the restrictions set forth in this Article 7 by a Party’s Representatives is deemed to be a breach of this Article 7 by such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesParty.

Non-Solicitation. (a) The Shareholder hereby covenants and irrevocably Company agrees that that, except as expressly contemplated hereby, neither it nor any of its Subsidiaries shall, from and the date hereof until the earlier of Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notinitiate, directly seek or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, or knowingly encourage or otherwise facilitate (including by way of furnishing non-public information) or providing copies oftake any other action that is reasonably expected to promote, access directly or indirectly, any inquiries or the making or submission of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal with respect to the Company; (ii) participate or disclosure ofengage in discussions (except to notify a Person that makes an inquiry, offer or proposal related to an Acquisition Proposal with respect to the Company of the existence of the provisions of this Section 6.04 or to clarify whether any confidential informationsuch inquiry, offer or proposal constitutes an Acquisition Proposal with respect to the Company) or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, facilities, books or records of the Company or any of its Subsidiaries to, any Person or entering group of Persons (or any of their Affiliates or Representatives) that is seeking to make, has made or could be reasonably expected to make, or otherwise in connection with, an Acquisition Proposal with respect to the Company, (iii) enter into any form Contract (or any letter of intent, memorandum of understanding, agreement in principle or other similar contract or agreement) with respect to an Acquisition Proposal with respect to the Company (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04), arrangement (iv) take any action or understandingexempt any third party from the restrictions on “business combinations” or any similar provision contained in any applicable Takeover Law or the Company’s Organizational Documents or grant a waiver under Section 203 of the DGCL, or (v) resolve, publicly propose or agree to do any inquiryof the foregoing. The Company shall, proposal and shall cause its Subsidiaries and instruct its and their respective Representatives to, immediately upon the execution of this Agreement cause to be terminated any solicitation, encouragement, discussion or offer that constitutes negotiation with or involving any Person or group of Persons, or any of their Affiliates (other than Parent or its Affiliates), conducted heretofore by the Company or any Subsidiary thereof or any of its or their respective Representatives, with respect to an Acquisition Proposal or which could reasonably be expected to lead to an Acquisition Proposal; , and, in connection therewith, the Company shall immediately discontinue access by any Person or group of Persons, and any of their Affiliates (other than Parent or its Affiliates), to any data room (virtual or otherwise) established by the Company or its Representatives for such purpose. Within two (2) Business Days from the date of this Agreement, the Company shall request the return or destruction of all confidential, non-public information provided to third parties that have entered into confidentiality agreements with the Company or any Subsidiary thereof in connection with consideration of any Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, prior to obtaining the Company Stockholder Approval, the Company and the Company Board may take any actions described in clause (ii) enter into or otherwise engage or participate of this Section 6.04(a) with respect to a third party if (A) the Company receives a bona fide unsolicited written Acquisition Proposal with respect to the Company from such third party after the date of this Agreement (and such Acquisition Proposal did not result from a violation of this Section 6.04) and (B) such proposal constitutes, and the Company Board determines in any discussions or negotiations good faith (after consultation with any Person (other than any Purchaser Party or Purchaser Party Representativeits financial advisor and outside legal counsel) regarding any inquiry, that such proposal or offer that constitutes or could reasonably be expected to constitute lead to, a Superior Proposal with respect to the Company, and, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the fiduciary duties of the Company Board under applicable Law; provided that the Company may deliver non-public information to such third party only pursuant to a confidentiality agreement containing terms no less favorable to the Company with respect to confidentiality than the terms of the Confidentiality Agreement and that does not include any provision calling for any exclusive right to negotiate with any third party or otherwise having the effect of prohibiting the Company from satisfying any of its obligations hereunder (an “Acceptable Confidentiality Agreement”) so long as the Company (I) concurrently provides to Parent any information and data concerning the Company or any Subsidiary or access provided to such third party that was not previously made available to Parent, and (II) sends a copy of such Acceptable Confidentiality Agreement to Parent promptly (and in any event within twenty-four (24) hours) following its execution and delivery (and the Company shall not thereafter terminate, waive, amend, release or modify any material provisions of such Acceptable Confidentiality Agreement). Nothing contained in this Section 6.04 shall prohibit the Company or the Company Board from taking and disclosing to the Company Stockholders a position with respect to an Acquisition Proposal;Proposal with respect to the Company pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, if the Company Board has reasonably determined in good faith, (after consultation with its outside legal counsel), that the failure to do so would be inconsistent with its fiduciary duties to the Company Stockholders under applicable Law, provided that this sentence shall not permit the Company Board to make a Company Adverse Recommendation Change, except to the extent permitted by Section 6.04(b) or Section 6.04(c). Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 6.04(a) by any of the Company’s or its Subsidiaries’ respective Representatives shall be deemed to be a breach of this Section 6.04(a) by the Company. (b) Neither the Company Board nor any committee thereof shall directly or indirectly (i) withhold, withdraw (or amend, qualify or modify in a manner adverse to Parent or Merger Sub), or publicly propose to withhold or withdraw (or amend, qualify or modify in a manner adverse to Parent or Merger Sub) the approval, recommendation or declaration of advisability by the Company Board or any such committee of the transactions contemplated by this Agreement, (ii) fail to include the Company Recommendation in the Joint Proxy Statement, (iii) acceptpropose publicly to recommend, approveadopt or approve any Acquisition Proposal with respect to the Company, endorse (iv) fail to publicly reaffirm or re-publish the Company Recommendation within five (5) Business Days of being requested by Parent to do so (or if earlier, at least two (2) Business Days prior to the Company Stockholders’ Meeting), (v) fail to send to the Company Stockholders, within ten (10) Business Days after the commencement of a tender or exchange offer relating to the Company Shares (or if earlier, at least two (2) Business Days prior to the Company Stockholders’ Meeting), a statement disclosing that the Company recommends rejection of such tender or exchange offer and reaffirming the Company Recommendation (provided that the taking of no position or a neutral position by the Company Board in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to recommend against acceptance of such offer), or (vi) approve or recommend, publicly declare advisable or publicly propose to approve or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, Contract (or any letter of intent, understanding memorandum of understanding, agreement in principle or arrangement relating other similar contract or agreement) with respect to an Acquisition Proposal. Proposal relating to the Company (bother than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04) immediately cease and terminate(any action described in this sentence being referred to as a “Company Adverse Recommendation Change”). Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval (but not after), and cause subject to be terminatedthe Company’s compliance at all times with the provisions of this Section 6.04 and Section 6.03, any solicitationthe Company Board may make a Company Adverse Recommendation Change or terminate this Agreement in order to enter into a definitive agreement with respect to a Superior Proposal pursuant to Section 6.04(a), encouragementin each case, discussion, negotiation, or other activities commenced prior if: (1) the Company receives a bona fide written Acquisition Proposal with respect to the Company after the date of this Agreement, that has not been withdrawn and did not result from a breach of Section 6.04(a), and the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal constitutes a Superior Proposal; and (2) the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that failure to take such action in response to such Superior Proposal would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that the Company Board shall not be entitled to take any such action in response to a Superior Proposal with respect to the Company unless (x) the Company provides written notice to Parent at least four (4) Business Days in advance of taking any such action, which notice shall advise Parent that the Company Board has received a Superior Proposal, specify the material terms and conditions of such Superior Proposal, identify the Person or group of Persons making such Superior Proposal and include copies of all documents pertaining to such Superior Proposal as specified in Section 6.04(g); (y) the Company negotiates in good faith with Parent (to the extent Parent wishes to negotiate) during such four (4) Business Day period to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal; and (z) at the end of such four (4) Business Day period the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and financial advisor and taking into account any alternative transaction proposed in writing by Parent, all financial, legal, regulatory and other terms and conditions of any such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal and the Superior Proposal) that such Superior Proposal continues to constitute a Superior Proposal and that the failure to make a Company Adverse Recommendation Change or terminate this Agreement in order to enter into a definitive agreement with respect to a Superior Proposal pursuant to Section 6.04(a), in response to such Superior Proposal would be inconsistent with the directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.04(b), and will require a new notice pursuant to clause (x) hereof, except that references in this Section 6.04(b) to “four (4) Business Days” shall be deemed to be references to “two (2) Business Days” and such two (2) Business Day period shall expire at 11:59 p.m. (New York City time) on the second Business Day immediately following the day on which such new notice is delivered (it being understood and agreed that in no event shall any such additional two (2) Business Day period be deemed to shorten the initial four (4) Business Day period). (c) Notwithstanding the first sentence of Section 6.04(b), at any time prior to obtaining the Company Stockholder Approval (but not after), in connection with any Intervening Event with respect to the Company, the Company Board may make a Company Adverse Recommendation Change if, and only if, an Intervening Event has occurred, and prior to taking such action, the Company Board determines in good faith (after consultation with its financial adviser and outside legal counsel), that the failure to make such Company Adverse Recommendation Change would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that, the Company Board shall not be entitled to make any such Company Adverse Recommendation Change in response to an Intervening Event with respect to the Company unless (x) the Company provides written notice to Parent at least four (4) Business Days in advance of taking any such action, which notice shall advise Parent that an Intervening Event has occurred and include a reasonably detailed description of such Intervening Event; (y) the Company negotiates in good faith with Parent (to the extent Parent wishes to negotiate) during such four (4) Business Day period to make such revisions to the terms of this Agreement so that the failure to take such action would no longer be inconsistent with the directors’ fiduciary duties under applicable Law; and (z) at the end of such four (4)Business Day period the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and financial advisor and taking into account any alternative transaction proposed in writing by Parent, all financial, legal, regulatory and other terms and conditions of any such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal) that the failure to make such Company Adverse Recommendation Change in response to such Intervening Event would be inconsistent with the directors’ fiduciary duties under applicable Law. (d) Parent agrees that, except as expressly contemplated hereby, neither it nor any of its Subsidiaries shall, and Parent shall, and shall cause its Subsidiaries to, use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly (i) initiate, seek or solicit, 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 or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal with respect to Parent; (ii) participate or engage in discussions (except to notify a Person that makes an inquiry, offer or proposal related to an Acquisition Proposal with respect to Parent of the existence of the provisions of this Section 6.04 or to clarify whether any such inquiry, offer or proposal constitutes an Acquisition Proposal with respect to Parent) or negotiations with, or disclose any non-public information or data relating to Parent or any of its Subsidiaries or afford access to the properties, books or records of Parent or any of its Subsidiaries to, any Person or group of Persons (or any of their Affiliates or Representatives) that is seeking to make, has made or could be reasonably expected to make, or otherwise in connection with, an Acquisition Proposal with respect to Parent, (iii) enter into any Contract (or any letter of intent, memorandum of understanding, agreement in principle or other than any Purchaser Party similar contract or Purchaser Party Representativeagreement) with respect to an Acquisition Proposal with respect to Parent (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04), (iv) take any Acquisition Proposal; and (c) immediately notify action or exempt any third party from the Purchaser and the Company, at first orally, and then promptly and restrictions on “business combinations” or any similar provision contained in any event within 24 hours in writingapplicable Takeover Law or Parent’s Organizational Documents or grant a waiver under Section 203 of the DGCL, or (v) resolve, publicly propose or agree to do any of any Acquisition Proposalthe foregoing. Parent shall, and shall provide cause its Subsidiaries and instruct its and their respective Representatives to, immediately upon the Purchaser and the Company with copies execution of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated this Agreement cause to the Shareholder, its affiliates or its, his, or her Representatives.be ter

Non-Solicitation. The Shareholder hereby covenants (a) Each of the Company and irrevocably Parent agrees that it shallshall not, from the date hereof until the earlier of (i) the termination of this Agreement pursuant and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to Article 4 and (ii) the Effective Time: (a) notcause its Subsidiaries’ Representatives not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: : (i) solicit, assist, initiate, seek or knowingly encourage or otherwise facilitate (including by way of furnishing information) or providing copies ofknowingly take any other action designed to facilitate any inquiries or the making or submission of any Acquisition Proposal, access to, or disclosure of, (ii) furnish any confidential information, properties, facilities, books or records of the Company nonpublic information regarding it or any of its Subsidiaries to any person (other than the other parties to this Agreement) in connection with or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes in response to an Acquisition Proposal; , (iiiii) enter into or otherwise engage or participate in any discussions or negotiations with any Person person (other than the other parties to this Agreement) with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent, agreement in principle or other agreement providing for any Acquisition Transaction (except as contemplated by Section 7.1(i)); provided, however, that this Section 5.3 shall not prohibit (A) Parent and the Company, or their respective Boards of Directors, directly or indirectly through any affiliate, director, officer, employee or Representative, prior to the receipt of such party’s Stockholder Approval, from furnishing nonpublic information regarding such party or any of such party’s respective Subsidiaries to, or entering into or participating in discussions or negotiations with, any person in response to (x) an unsolicited, written Acquisition Proposal that the Board of Directors of such party concludes in good faith, after consultation with its financial advisors, constitutes or could reasonably lead to a Superior Offer, or (y) an unsolicited inquiry relating to a Acquisition Proposal by a person that the Board of Directors of such party determines is credible and reasonably capable of making a Superior Offer (an “Inquiry”), if (1) such Acquisition Proposal or Inquiry did not result from a breach of this Section 5.3(a) (other than any Purchaser Party such breach that is unintentional and immaterial in effect), (2) such party gives to the other party the notice required by Section 5.3(b) and (3) such party furnishes any nonpublic information provided to the maker of the Acquisition Proposal or Purchaser Party RepresentativeInquiry only pursuant to a confidentiality agreement between such party and such person on terms no less favorable to the other party than the Confidentiality Agreement (provided that such confidentiality agreement shall not in any way restrict such party from complying with its disclosure obligations under this Agreement, including with respect to such proposal), and such furnished information is delivered promptly to the other party (to the extent such information has not been previously furnished or made available by such party to the other party) regarding or (B) Parent and the Company from taking and disclosing to its respective stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to any inquiryAcquisition Proposal; provided, proposal however, that compliance with such rules shall not in any way limit or offer modify the effect that constitutes any action taken pursuant to such rules has under any other provision of this Agreement and in no event shall such party or could reasonably be expected such party’s Board of Directors or a committee thereof take any action that would constitute a Change of Recommendation in respect of a Company Acquisition Proposal other than in compliance with Section 5.3(d). (b) Each of Parent and the Company shall promptly, and in no event later than 24 hours, after its receipt of any Acquisition Proposal or any request for nonpublic information relating to constitute it or any of its Subsidiaries in connection with an Acquisition Proposal;, advise the other party orally and in writing of such Acquisition Proposal or request, including providing the identity of the person making or submitting such Acquisition Proposal or request, and, (x) if it is in writing, a copy of such Acquisition Proposal and any related draft agreements and (y) if oral, a reasonably detailed summary of any such Acquisition Proposal or request that is made or submitted by any person during the period between the date hereof and the Closing. Each of Parent and the Company shall keep the other reasonably informed in all material respects on a current basis with respect to the status and details of, including any change to the status or material terms of, any such Acquisition Proposal. (iiic) acceptUpon the execution of this Agreement, each of the Company and Parent shall, and shall cause their respective Subsidiaries and their and their Subsidiaries respective officers, directors and employees, and shall use their reasonable best efforts to cause their and their Subsidiaries respective Representatives to, immediately cease and terminate any discussions existing as of the date of this Agreement between or any of their Subsidiaries or any of their respective officers, directors, employees or Representatives and any person (other than the parties to this Agreement) that relate to any Acquisition Proposal and, to the extent provided by the applicable confidentiality agreement or similar agreement governing such discussions, require any third party to such discussions to return to such party or to destroy all confidential information of such party and its Subsidiaries. (d) Except as contemplated by this Section 5.3(d), neither the Board of Directors of Parent or the Company, respectively, nor any respective committee thereof shall (i) (A) withhold, withdraw, qualify or modify, or resolve to or publicly propose to withhold, withdraw, qualify or modify their respective Recommendations in a manner adverse to the other party, (B) fail to reaffirm or re-publish their respective Recommendations within five days of being requested by the other party to do so (provided that, the other party shall not make more than two such requests) or (C) approve, endorse adopt or recommend any Acquisition Proposal (each such action set forth in clauses (A) through (C) above being a “Company Change of Recommendation”) or (ii) approve, adopt or recommend, or publicly propose to accept, approve, endorse adopt or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any a merger agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminateagreement in principle, and cause to be terminatedshare purchase agreement, any solicitationasset purchase agreement, encouragementshare exchange agreement, discussion, negotiation, option agreement or other activities commenced prior to the date of this Agreement with any Person similar contract (other than the confidentiality agreement referred to in Section 5.3(a)) or any Purchaser Party or Purchaser Party Representative) tender offer providing for, with respect to to, or in connection with any Acquisition Proposal. Notwithstanding the foregoing, the Board of Directors of Parent or the Company, respectively, may at any time prior to receipt of their requisite Stockholder Approval, in respect of a Acquisition Proposal, (i) make a Change of Recommendation and/or (ii) terminate this Agreement pursuant to Section 7.1(i) of this Agreement, if and only if: (A) an Acquisition Proposal is made to such party by a third party, and such offer is not withdrawn; (B) such party’s Board of Directors determines after consultation with its financial advisors that such offer constitutes a Superior Offer; (C) the Board of Directors of such party determines in good faith (after consultation with outside legal counsel) that failure to take such action would be reasonably likely to be inconsistent with the exercise by the Board of Directors of its duties under applicable Laws; (D) the Board of Directors of such party has provided to the other party five business days prior written notice of its intent to take such action (which notice shall include the reasonable details regarding the cause for, and nature of, such party’s Change of Recommendation) and (c) immediately notify , if requested by the Purchaser other party, negotiate in good faith with the other party during such five business day period regarding revisions to this Agreement which would avoid such Change of Recommendation and/or termination. The Board of Directors of Parent and the Company, at first orallyrespectively, and then promptly and may not, in any event within 24 hours in writing, respect of any a Acquisition Proposal, make a Change of Recommendation in a manner adverse to the other party except in compliance in all respects with this Section 5.3(d) and shall provide Section 7.1(i). For the Purchaser and the Company with copies avoidance of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic formdoubt, a description change of the material terms Recommendation to “neutral” is a Change of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesRecommendation. (e) As used in this Agreement:

Non-Solicitation. The Shareholder hereby covenants From and irrevocably agrees that it shall, from after the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 until the termination hereof and (ii) except as permitted by the Effective Time: (a) following provisions, each Principal Stockholder agrees that such Principal Stockholder shall not, directly or indirectlyand such Principal Stockholder shall use its reasonable best efforts to cause its respective officers, through directors, employees, financial advisors, attorneys, accountants, representatives and agents (other than any officer, director, employee, representative (including any financial or other advisorof the foregoing who serve as directors of the Company) or agent or otherwise, and shall not permit any such person to: to (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way the making of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; , (ii) enter into any agreement, arrangement or otherwise engage or understanding with respect to any Acquisition Proposal, (iii) other than informing Persons of the existence of the provisions contained in this Section 6, participate in any discussions or negotiations with regarding, or furnish or disclose to any Person (other than a party to the Merger Agreement) any Purchaser Party non-public information in connection with any inquiries or Purchaser Party Representative) regarding the making of any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommendconstitutes, or publicly propose is reasonably likely to acceptlead to, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) approve, recommend, agree to or accept, or propose publicly to approve, endorserecommend, recommend agree to or execute or enter into or publicly propose to accept, approveany Acquisition Proposal. From and after the date of this Agreement, endorseeach Principal Stockholder shall promptly (but in any event within two Business Days) advise Parent of the receipt of any inquiries, recommend requests, proposals or execute or enter into any agreement, letter of intent, understanding or arrangement offers relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior any request for nonpublic information relating to the date of this Agreement with Company or any Person (other than any Purchaser Party or Purchaser Party Representative) with respect Company Subsidiary that would reasonably be expected to any lead to an Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

Non-Solicitation. The Shareholder hereby covenants From and irrevocably agrees that it shall, from after the date hereof until the earlier of (i) Closing Date or, if earlier, the termination of this Agreement pursuant to Article 4 in accordance with Section 8.17, the Holders shall not, and (ii) the Effective Time: (a) notshall cause their respective Related Funds and employees and directors and other representatives acting on their behalf not to, directly or indirectly, through any officer, director, employee, representative : (including any financial or other advisora) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, seek, facilitate, solicit or knowingly encourage or otherwise facilitate (including by way of furnishing information or providing copies ofassistance of any kind) the submission of any Competing Proposal or any proposal, access request or offer that could reasonably be expected to result in a Competing Proposal or induce or take any other action designed or intended to lead to, or disclosure that could reasonably be expected to lead to any inquiry with respect to, or the making, submission or announcement of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Competing Proposal; ; (iib) enter into into, continue or otherwise participate or engage or participate in any discussions or negotiations with with, or furnish (or cause to be furnished) any material nonpublic information to, any Person (other than relating to a Competing Proposal or any Purchaser Party inquiry or Purchaser Party Representative) regarding any inquiry, proposal or offer request that constitutes or could reasonably be expected to constitute an Acquisition Proposal; lead to a Competing Proposal (iiiother than informing any third party of the existence of the provisions contained in this Section 7.05); (c) acceptadopt, approve, endorse or authorize, recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent, agreement in principle, memorandum of understanding, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding or arrangement relating to an Acquisition any Competing Proposal. ; or (bd) resolve or agree to do any of the foregoing. The Holders shall, and shall cause their respective Related Funds and employees and directors and other representatives acting on their behalf to, immediately cease and terminate, and cause to be terminatedterminated any activities, discussions or negotiations existing as of the date hereof with any Persons conducted heretofore with respect to a Competing Proposal (or that could reasonably be expected to lead to a Competing Proposal). Notwithstanding anything to the contrary in this Section 7.05, nothing in this Section 7.05 shall restrict any Holder or any of its Affiliates from (i) maintaining any investment in any Person that submits or makes a Competing Proposal independently and without solicitation, encouragement, discussion, negotiationfacilitation, or other activities commenced prior to the date assistance of this Agreement with any Person kind from such Holder or any of its Affiliates, or (other than any Purchaser Party or Purchaser Party Representativeii) acting as a passive investor with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith accordance with the representations and if not undertakings reflected in writing a Schedule 13G (or electronic formSchedule 13G/A) filed pursuant to Rule 13d-1(b) or Rule 13d-1(c) under the Exchange Act, a description of the material terms of in each case, so long as such correspondence sent or communicated to the Shareholder, Holder and its affiliates or its, his, or her RepresentativesAffiliates otherwise comply with this Section 7.05.

Non-Solicitation. The Shareholder hereby covenants Sellers agree that they shall not, and irrevocably agrees shall ensure that it shallKos Investments, from the date hereof until the earlier of Kos Holdings and their respective agents and representatives shall not, (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) not, directly or indirectly, through any officerinitiate, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information) any inquiries or providing copies ofthe making of any proposal or offer with respect to an Acquisition Proposal, (ii) directly or indirectly, engage in any negotiations or discussions concerning, or provide access to its properties, or furnish or provide access to its books and records or any confidential information or data to, any person relating to an Acquisition Proposal or disclosure of(iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any confidential information, properties, facilities, books effort or records attempt by any other Person to do or seek any of the foregoing; provided, however, that Sellers may (x) provide access or furnish information with respect to the Company and its Subsidiaries to any Person making an Acquisition Proposal (and its representatives) if at such time the Company is permitted to do so pursuant to a confidentiality agreement in accordance with Section 6.4 of the Merger Agreement and (y) engage in discussions or negotiations with the Person making an Acquisition Proposal (and its representatives) regarding such Acquisition Proposal if at such time the Company is permitted to engage in, and is actually engaged in, discussions or negotiations with such Person regarding such Acquisition Proposal. Sellers will, and will cause Kos Investments, Kos Holdings and their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal. Sellers shall also promptly (within 24 hours) notify Acquiror of the receipt by any Seller, Kos Investments, Kos Holdings or any of its Subsidiaries their respective agents or entering into representatives of any form of agreement, arrangement Acquisition Proposal or understanding) any inquiry, proposal or offer that constitutes is reasonably likely to lead to an Acquisition Proposal; (ii) enter into Proposal after the date hereof, which notice shall include the identity of the person making such Acquisition Proposal or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms and conditions thereof, and will keep Acquiror promptly and reasonably apprised of such correspondence sent or communicated to the Shareholderany related material developments, its affiliates or its, his, or her Representativesdiscussions and negotiations related thereto.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Except as otherwise expressly provided in this Section 8.2, neither Dolly Varden nor Contango shall, and each shall cause their subsidiaries to not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person toof its Representatives: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company such Party or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingsubsidiaries) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal; (iiiii) acceptenter into, approveengage in, endorse continue or recommendotherwise participate in any discussions or negotiations with any person (other than another Party and its subsidiaries or affiliates) in respect of any inquiry, proposal or publicly propose offer that constitutes or could reasonably be expected to accept, approve, endorse constitute or recommend lead to an Acquisition Proposal; provided that such Party shall be permitted to communicate with any person who has made an Acquisition Proposal (i) for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (ii) to advise such person that the Board of such Party has determined that such Acquisition Proposal does not constitute, or take no position or remain neutral with respect tois not reasonably expected to result in, any public Acquisition a Superior Proposal; (iii) make a Change in Recommendation; or (iv) accept, approve, endorse, recommend or execute accept or enter into into, or publicly propose to accept, approve, endorse, recommend or execute accept or enter into into, any agreement, letter of intent, agreement in principle, agreement, arrangement or understanding or arrangement relating to an any Acquisition ProposalProposal (other than a confidentiality agreement permitted pursuant to Section 8.2(e)). (b) Each of Dolly Varden and Contango shall, and shall cause its subsidiaries and Representatives to immediately cease and terminate, and cause to be terminated, any existing solicitation, encouragement, discussiondiscussions, negotiation, negotiations or other activities commenced prior to the date of this Agreement with any Person person (other than any Purchaser another Party and its subsidiaries or affiliates) conducted by such Party or Purchaser Party Representative) any of its subsidiaries or Representatives with respect to any inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal, and, in connection therewith, such Party shall: (i) promptly discontinue access to and disclosure of its and its subsidiaries’ confidential information (and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise); and (cii) immediately notify the Purchaser and the Company, at first orally, and then promptly as soon as possible (and in any event case within two Business Days) request, to the extent that it is entitled to do so, and use commercially reasonable efforts to exercise all rights it has (or cause its subsidiaries to exercise any rights that they have) to require, the return or destruction of all confidential information (including derivative information) regarding such Party and its subsidiaries previously provided to any person (other than another Party and its subsidiaries or affiliates) in connection with a possible Acquisition Proposal to the extent such information has not already been returned or destroyed, and shall use its commercially reasonable efforts to ensure that such requests are fully complied with to the extent such Party is entitled. (c) Each of Dolly Varden and Contango represents and warrants that neither it nor any of its subsidiaries has waived any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which it or any of its subsidiaries is a party in connection with any potential Acquisition Proposal. Subject to Section 8.2(e), each of Dolly Varden and Contango covenants and agrees that (i) it shall take all necessary action to enforce each standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which it or any of its subsidiaries is a party, and (ii) neither it nor any of its subsidiaries nor any of their respective Representatives will, without the prior written consent of the other Parties, release any person from, or waive, amend, suspend or otherwise modify such person’s obligations respecting such Party, or any of its subsidiaries, under any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which it or any of its subsidiary is a party (it being acknowledged that the automatic termination or automatic release, in each case pursuant to the terms thereof, of any standstill restrictions of any such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 8.2(c)). (d) If either Dolly Varden or Contango or any of their respective subsidiaries or any of the foregoing’s respective Representatives receives or is notified of: (i) any inquiry, proposal or offer made after the date of this Agreement that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal; or (ii) any request for copies of, access to, or disclosure of, confidential information relating to such Party or any of its subsidiaries in connection with any proposal that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, including information, access or disclosure relating to the properties, facilities, books or records of such Party or any of its subsidiaries, in each case made after the date of this Agreement; then, such Party shall promptly notify the other Parties orally, with written notice to follow within 24 hours in writing, of any such Acquisition Proposal, and shall provide inquiry, proposal, offer or request, including the Purchaser identity of the person making such Acquisition Proposal, inquiry, proposal, offer or request and the Company with material terms and conditions thereof and copies of all written documents, correspondence or other material materials received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person person. The Party receiving such Acquisition Proposal, inquiry, proposal, offer or request shall keep the other Parties promptly and reasonably informed of the status of discussions and negotiations (in each case, to the extent permitted to occur under Section 8.2(e)) with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any material developments, changes, modifications or other amendments thereto. (e) Notwithstanding any other provision of this Section 8.2, if at any time following the date of this Agreement and prior to obtaining the Dolly Varden Shareholder Approval, with respect to Dolly Varden, or the Contango Shareholder Approval, with respect to Contango, either Dolly Varden or Contango, as applicable, receives an unsolicited bona fide written Acquisition Proposal, such Party (A) may engage in or participate in discussions or negotiations with such person regarding such Acquisition Proposal, and (B) may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its subsidiaries, if and only if: (i) the Board of such Party determines, in good faith after consultation with its outside financial and legal advisors, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; (ii) such person is not restricted from making an Acquisition Proposal pursuant to an existing standstill, confidentiality, non-disclosure, business purpose, use or similar restriction with such Party or any of its subsidiaries; (iii) such Party has been, and continues to be, in compliance with its obligations under this Section 8.2; and (iv) prior to providing any such copies, access or disclosures, such Party enters into a confidentiality and standstill agreement with such person, or confirms it has previously entered into such an agreement which remains in effect, in either case on terms that are not less favourable in the aggregate to such Party than the Confidentiality Agreement and which does not contain a restriction on the ability of such Party to disclose information to the other Parties relating to the agreement or the status of material developments and negotiations with respect to such Acquisition Proposal with such person and any such copies, access or disclosure provided to such person shall have already been (or simultaneously be) provided to the other Parties. (f) Nothing contained in this Agreement shall prohibit the Dolly Varden Board or Contango Board, as applicable, (acting in good faith and upon advice of its outside legal and financial advisors) from making any disclosure to its shareholders as required by applicable Laws (including, without limitation, its fiduciary duties under applicable Law), including complying with section 2.17 of Multilateral Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal; provided, however, that neither Dolly Varden nor Contango, nor the Dolly Varden Board nor the Contango Board, shall be permitted to recommend that its shareholders tender any securities in connection therewith with any take-over bid that is an Acquisition Proposal or effect a Change in Recommendation with respect thereto, except as permitted by Section 8.2(g); (g) If Dolly Varden or Contango receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Dolly Varden Shareholder Approval, with respect to Dolly Varden, or the Contango Shareholder Approval, with respect to Contango, the Board of the Party receiving such Acquisition Proposal may, (1) make a Change in Recommendation in response to such Superior Proposal or (2) cause such Party to terminate this Agreement pursuant to Section 9.2(a)(iii)(B) or Section 9.2(a)(iv)(B) respectively, as applicable, and concurrently enter into a definitive agreement with respect to Superior Proposal (other than a confidentiality agreement permitted by Section 8.2(e), a “Proposed Agreement”), if and only if: (i) the person making such Superior Proposal is not restricted from making an Acquisition Proposal pursuant to an existing standstill, confidentiality, non-disclosure, business purpose, use or similar restriction; (ii) such Party has been, and continues to be, in compliance with its obligations under this Section 8.2; (iii) such Party or its Representatives have delivered to the other Parties the information required to be delivered by Section 8.2(d) and a written notice of the determination of the Board of such Party that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to make a Change in Recommendation or terminate this Agreement pursuant to 9.2(a)(iii)(B) or Section 9.2(a)(iv)(B) respectively, as applicable, to concurrently enter into a Proposed Agreement with respect to such Superior Proposal, as applicable, together with a written notice from the Board of such Party regarding the value that the Board, in consultation with its outside financial advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (collectively, the “Superior Proposal Notice”); (iv) in the case of the Board of such Party complying with clause (iii) of this Section 8.2(g), such Party or its Representatives have provided the other Parties a copy of the Proposed Agreement and all supporting materials, including any financing documents with customary redactions supplied to such Party in connection therewith; (v) five Business Days (the “Response Period”) shall have elapsed from the date on which the other Parties have received the Superior Proposal Notice and all documentation referred to in Section 8.2(g)(iii) and Section 8.2(g)(iv); (vi) during any Response Period, the Party receiving the Superior Proposal Notice has had the opportunity (but not the obligation) in accordance with Section 8.2(h), to offer to amend this Agreement and the Plan of Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (vii) after the Response Period, the Board of the Party receiving the Acquisition Proposal (A) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by the other Party under Section 8.2(h)), and (B) has determined in good faith, after consultation with its outside legal counsel, that the failure by the Board of such Party to make a Change in Recommendation or to cause such Party to terminate this Agreement to enter into the Proposed Agreement, as applicable, would be inconsistent with its fiduciary duties under applicable Law; and (viii) in the case of the Board of the Party receiving an Acquisition Proposal exercising its rights under this Section 8.2(g), prior to or concurrently with terminating this Agreement pursuant to this Section 8.2(g), such Party enters into such Proposed Agreement and concurrently pays to the other Party the amounts required to be paid pursuant to Section 8.3. (h) During the Response Period, or such longer period as the Party receiving an Acquisition Proposal may approve in writing or electronic formfor such purpose: (i) the Board of such Party shall review any offer made by the other Party under Section 8.2(g)(vi) to amend the terms of this Agreement and the Plan of Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in Acquisition Proposal previously constituting a description Superior Proposal ceasing to be a Superior Proposal; and (ii) if the Board of such Party determines that an Acquisition Proposal previously constituting a Superior Proposal would cease to be a Superior Proposal, such Party shall promptly notify and negotiate in good faith with the other Party to make such amendments to the terms of this Agreement and the Arrangement as would enable the other Party to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board of the Party receiving an Acquisition Proposal determines that such Acquisition Proposal would cease to be a Superior Proposal, such Party shall immediately so advise the other Party, and the Parties shall thereafter amend this Agreement to reflect such offer made by the other Party, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. (i) Each successive amendment or modification to any Acquisition Proposal or Proposed Agreement that results in any modification to the consideration, or the value thereof or the other material terms or conditions relating thereto, shall constitute a new Acquisition Proposal for the purposes of this Section 8.2, and the other Party shall be afforded a new five Business Day Response Period from the date on which such Party has received the notice and all documentation referred to in Section 8.2(g)(iii) and Section 8.2(g)(iv) with respect to the new Superior Proposal from the other Party. (j) The Board of the Party receiving an Acquisition Proposal shall promptly reaffirm its Board Recommendation by press release after the Board of such correspondence sent Party determines that any Acquisition Proposal that is publicly announced is not a Superior Proposal or communicated such Board determines that a proposed amendment to the Shareholderterms of this Agreement as contemplated under Section 8.2(h) would result in an Acquisition Proposal that has been previously announced no longer being a Superior Proposal, and this Agreement has been so amended. The Party receiving an Acquisition Proposal shall provide the other Party and its affiliates outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the other Party and its counsel. (k) In circumstances where a Party provides the other Party with a Superior Proposal Notice and all documentation contemplated by Section 8.2(g)(iii) and Section 8.2(g)(iv) on a date that is less than seven Business Days prior to the scheduled date of the Dolly Varden Meeting or itsthe Contango Meeting, hisas applicable, the Party responding to the Superior Proposal Notice may either proceed with or her Representatives.postpone its meeting to a date that is not more than ten Business Days after the scheduled date of such meeting (provided

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shallits subsidiaries shall not, from the date hereof until the earlier of (i) the termination of this Agreement pursuant and shall use their best efforts to Article 4 and (ii) the Effective Time: (a) notcause their officers, directors, employees or other agents not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) take any action to solicit, assistinitiate or knowingly encourage, initiate, knowingly encourage induce or otherwise facilitate (including by way of furnishing any Acquisition Proposal or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes may reasonably be expected to lead to an Acquisition Proposal; , (ii) enter into furnish or disclose any nonpublic information relating to Milan or any of its Subsidiaries or afford access to the properties, books or records of Milan or any of its Subsidiaries to, or otherwise engage knowingly cooperate in any way with, any Person that may be considering making, is otherwise seeking to make, or has made, an Acquisition Proposal or has agreed to endorse an Acquisition Proposal, or (iii) participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer third party that constitutes or could is reasonably be expected to constitute make, or has made, an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any regarding an Acquisition Proposal, or take no position or remain neutral in each case other than with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. Proposal that has been made for 100% of the issued and outstanding share capital of Milan. Shareholder will promptly (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and but in any event within 24 hours in writingfive (5) Business Days) notify the Company upon receipt of an Acquisition Proposal or any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to Milan or any of its Subsidiaries or for access to the properties, books or records of Milan or any of its Subsidiaries by any Person that may be considering making, or has made, an Acquisition Proposal and will keep the Company fully informed of the status and details of any such Acquisition Proposal, and shall provide indication or request, including the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description identity of the material terms of Person making such correspondence sent Acquisition Proposal, indication or communicated to the Shareholder, its affiliates or its, his, or her Representativesrequest.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from From the date hereof of this Agreement until the earlier of (i) Effective Time or, if earlier, the valid termination of this Agreement pursuant in accordance with Section 11.01, the Company shall not, shall cause its Subsidiaries not to Article 4 and (ii) the Effective Time: (a) notshall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, through any officer, director, employee, representative : (including any financial or other advisora) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, solicit or knowingly encourage or otherwise knowingly facilitate (including by way of furnishing any inquiries or providing copies of, access requests for information with respect to, or disclosure the making of, any confidential informationinquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (b) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to any of its properties, facilities, books or records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (c) furnish any non-public information regarding the Company or any of its Subsidiaries or access to any of the properties, assets or employees of the Company or any of its Subsidiaries to any Person with respect to, or entering into the making of, any form of agreementinquiry regarding, arrangement or understanding) any inquiry, proposal or offer that constitutes an constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; ; (iid) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (e) execute or enter into into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or otherwise engage other similar agreement for or participate in relating to any Acquisition Proposal; (f) submit any Acquisition Proposal to the stockholders of the Company; or (g) resolve or agree to do any of the foregoing. The Company also agrees that, immediately following the execution of this Agreement, it shall, and shall cause each of its Subsidiaries to and shall use its reasonable best efforts to cause its and their respective Representatives to, (i) cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with any Purchaser Party Acquisition Proposal or Purchaser Party Representative) regarding any inquiry, proposal inquiry or offer request for information that constitutes or could reasonably be expected to constitute lead to, or result in, an Acquisition Proposal; Proposal and (iiiii) acceptterminate access to any physical or electronic data room maintained by or on behalf of the Company or any of its Subsidiaries and within three Business Days of the execution of this Agreement, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced instruct each Person that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and acquiring the Company with copies of to return or destroy all written documents, correspondence or other material received confidential information furnished to such Person by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of it or any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated its Subsidiaries prior to the Shareholder, its affiliates or its, his, or her Representativesdate hereof.

Non-Solicitation. The Each Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall11.1 Except as expressly permitted by this clause 11, from the date hereof and continuing until the earlier of (i) Offer Closing Date or, if earlier, the termination of this Agreement pursuant to Article 4 and (ii) in accordance with clause 15, the Effective TimeCompany undertakes that: (a) it shall, and shall cause its subsidiaries to, and shall direct its and their respective directors, officers, employees, agents, Company Financial Advisers, counsel and other advisers (collectively, the “Company Representatives”) to, immediately cease and cause to be terminated all existing solicitations, discussions, negotiations and communications with any persons with respect to any Competing Proposal and shall request that each such person and any other persons who have made or have indicated an intention to make a Competing Proposal promptly return or destroy any confidential information previously furnished by the Company; and (b) it shall not, and it shall cause its subsidiaries and the Company Representatives not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) grant any waiver or release under, or terminate, any “standstill” or similar obligation with respect to the Company or any of its subsidiaries; (ii) encourage, solicit, assist, initiate, knowingly encourage initiate or facilitate any discussions or negotiations with any person or persons (other than AMEC or any affiliate or associate of AMEC) concerning any Competing Proposal or otherwise facilitate seeking to procure any Competing Proposal; (including by way iii) furnish to any person other than AMEC any non-public information regarding the Company or any of furnishing its subsidiaries, afford to any person (other than AMEC or providing copies ofdesignees of AMEC) access to the business or to the properties, access toassets, books, records or non-public information, or disclosure ofto any personnel, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries subsidiaries, in any such case that would reasonably be expected to result in the making, submission or entering into announcement of, or for the purpose of encouraging, soliciting, initiating, facilitating or otherwise procuring, a Competing Proposal or any form of agreement, arrangement or understanding) any inquiry, proposal or offer inquiries that constitutes an Acquisition would reasonably be expected to lead to a Competing Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to acceptrecommend, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding intent or arrangement contract with respect to a Competing Proposal or otherwise relating to an Acquisition Proposal.or that is intended to or would reasonably be expected to lead to any Competing Proposal or enter into any agreement, arrangement, or understanding requiring it to abandon, modify, amend, terminate or fail to consummate the Offer or any other transactions contemplated by this Agreement; (bv) immediately cease and terminate, and cause to be terminated, submit any solicitation, encouragement, discussion, negotiation, Competing Proposal or other activities commenced prior any matter related thereto to the date vote of this Agreement the Company Shareholders unless and until there has been a Change of Company Recommendation in accordance with clause 6.2; (vi) participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) third party with respect to any Acquisition Competing Proposal; (vii) adopt, authorise or approve a Competing Proposal or publicly propose to recommend any Competing Proposal; andor (cviii) immediately notify subject to clause 6.2, authorise, propose, commit, resolve or agree to do any of the Purchaser foregoing; provided, however, that nothing contained in this clause 11 shall prohibit the Company or any of the Company Representatives or the Company Board from (A) taking and disclosing to the Company Shareholders, or any third parties or Governmental Authorities, a position with respect to a Competing Proposal initiated by a third party (including a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act) or (B) from making such other disclosure to the Company Shareholders, or any third parties or Governmental Authorities to the extent in the case of either (A) or (B), if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to make such disclosure would reasonably be expected to be inconsistent with the Company Directors’ fiduciary duties under applicable Laws; provided, however, that no such disclosure shall (a) have the substantive effect of withholding, withdrawing or amending or modifying the Company Recommendation in a manner adverse to AMEC or (b) fail to reaffirm the Company Recommendation, if such disclosure is to Company Shareholders or in a public announcement and in each case in circumstances in which the reaffirmation of the Company Recommendation would be reasonably expected, in each case, unless in accordance with clause 6.2. 11.2 Notwithstanding anything to the contrary contained in this clause 11, if at any time following the date hereof and prior to the Offer Closing: (a) the Company has received a bona fide written Competing Proposal from a third party that did not result from the Company’s material breach of this clause 11, at first orallywhich Competing Proposal was made on or after the date hereof, and such Competing Proposal has not been withdrawn, and (b) the Company Board determines in good faith (after consultation with its outside counsel and outside financial advisers) that (i) failure to take any of the actions described in clauses (A) through (E) below would likely constitute or would reasonably be expected to result in a breach of its fiduciary duties under applicable Laws or (ii) such Competing Proposal constitutes or is reasonably likely to lead to a Superior Proposal, then the Company may (A) furnish information with respect to the Company and its subsidiaries, and afford access to the business or to the properties, assets, books, records or non-public information, or to any personnel, of the Company and its subsidiaries, to the person making such Competing Proposal and its representatives; (B) initiate or participate in discussions or negotiations with the person making such Competing Proposal and its representatives regarding such Competing Proposal; (C) grant any waiver or release under, or terminate, any “standstill” or similar obligation with respect to the Company or any of its subsidiaries to the extent required in connection with making (but not consummating) such Competing Proposal; (D) take any other action in connection with such Competing Proposal that any court of competent jurisdiction orders the Company to take; and (E) propose, resolve or agree to do any of the foregoing; provided, however, that the Company will not, will not permit its subsidiaries to, and will not authorise the Company Representatives to, disclose any non-public information regarding the Company to such person without first entering into an Acceptable Confidentiality Agreement with such person. The Company will (1) promptly (and in any event within 24 hours one (1) Business Day following receipt) provide written notice to AMEC of the receipt of any Competing Proposal, which notification shall include (i) the applicable written Competing Proposal (or, if oral, the material terms and conditions of such Competing Proposal) and (ii) the identity of the person making such Competing Proposal and (2) promptly provide to AMEC any material information concerning the Company or its subsidiaries provided or made available to such other person (or its representatives) that was not previously provided or made available to AMEC. 11.3 AMEC and the Company acknowledge and hereby agree that any violation of the restrictions set forth in this clause 11 by any of the Company Representatives (in the case of any such Company Representative who is an investment banker, financial adviser, attorney, accountant or other adviser, to the extent that such Company Representative is or has been engaged by the Company in connection with the transactions contemplated hereby whether or not the engagement has terminated) shall be deemed to be a breach of this clause 11 by the Company. 11.4 Notwithstanding anything herein to the contrary, at any time prior to the Expiration Time, the Company Board may (in addition to the rights of the Company to take the actions referred to in clause 11.2 in the circumstances contemplated therein), take any of the actions listed in clause 11.1(b) if: (a) the Company notifies AMEC, in writing, at least three (3) Business Days (the “Notice Period”) before taking any such action, of any Acquisition its intention to take such action with respect to a Superior Proposal, and which notice shall provide the Purchaser and state the Company with copies has received a Competing Proposal (that did not result from a material breach of all written documents, correspondence this clause 11) which the Company Board intends to declare a Superior Proposal; (b) the Company offers AMEC the opportunity to negotiate during the Notice Period in good faith to make such adjustments to the terms and conditions of this Agreement so that such Competing Proposal ceases to be a Superior Proposal (it being understood and agreed that in the event of an amendment altering any material term or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated Superior Proposal: (i) upon each of the first and second such amendments, the Company shall notify AMEC in writing and AMEC shall have an additional one (1) Business Day period from the date of such notice to so negotiate; and (ii) in the event of any further amendments thereafter, the Company shall not be obliged to notify AMEC and AMEC shall not have any additional period to so negotiate); and (c) the Company Board determines in good faith (after consultation with outside counsel and outside financial advisers) that such Competing Proposal, taking into account any changes to the Shareholderterms and conditions of this Agreement proposed by AMEC during the Notice Period (and by the relevant third party in respect of its Competing Proposal), its affiliates or its, his, or her Representativesconstitutes a Superior Proposal.

Non-Solicitation. (1) The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of Company will: (i) immediately cease and cause to be terminated any activities, discussions or negotiations that may be ongoing with respect to an Acquisition Proposal, including terminating all access to documents and information regarding the Company and/or its Subsidiaries, including through a data room; (ii) promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring all or part of the Company, any of its Subsidiaries or a portion of their respective assets other than in the Ordinary Course sale of inventory, return or destroy all non-public information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries; and (iii) enforce and not waive (and cause its Subsidiaries to enforce and not waive) the terms of any such confidentiality agreement and any standstill agreement (or similar covenants contained in any other agreement) to which it (or any of its Subsidiaries) is a party relating to an Acquisition Proposal. Except as expressly permitted by this Article 5, until the Effective Time or, if earlier, the termination of this Agreement pursuant to in accordance with Article 4 7, the Company will not, except as otherwise provided in the Agreement, and (ii) the Effective TimeCompany will cause its Representatives, its Subsidiaries and its Subsidiaries’ respective Representatives not to, directly or indirectly: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential non-public information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iib) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representativethe Purchaser) regarding any Acquisition Proposal; provided however, that the Company may ascertain facts from the Person making such Acquisition Proposal for the sole purpose of the Board informing itself about such Acquisition Proposal and the Person that made it and the Company may, for a period of seven (7) Business Days following the receipt of such Acquisition Proposal, advise any Person of the restrictions of this Agreement, communicate with any Person solely for the purpose of clarifying the terms of any inquiry, proposal or offer made by such Person and advise any Person making an Acquisition Proposal that constitutes the Board has determined that such Acquisition Proposal does not constitute a Superior Proposal; (c) (i) withhold, withdraw, modify or could qualify, or publicly propose to withhold, withdraw, modify or qualify, the Board Recommendation; (ii) make, or permit any Representative of the Company or any of its Subsidiaries to make, any public statement in connection with the Meeting by or on behalf of the Board that would reasonably be expected to constitute an Acquisition Proposal; have the same effect; or (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend recommend, any Acquisition ProposalProposal (the actions in this clause (c), an “Adverse Recommendation Change”); (d) accept, approve, endorse, recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any public publicly disclosed or publicly announced Acquisition ProposalProposal (it being understood that taking no position with respect to a publicly disclosed or publicly announced Acquisition Proposal for a period of no more than five (5) Business Days following the formal announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such five (5) Business Day period); or (ive) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, accept approve, endorse, recommend or execute or enter into into, any agreement, any letter of intent, understanding understanding, agreement or arrangement (other than a confidentiality agreement entered into in compliance with Section 5.2(1)(c)) relating to an Acquisition ProposalProposal (an “Alternative Transaction Agreement”). (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

Non-Solicitation. The Shareholder hereby covenants Company shall not, and irrevocably agrees that it shallshall cause the Subsidiaries not to, from nor shall the date hereof until Company authorize or permit, and shall cause the earlier Subsidiaries not to authorize or permit, the Representatives of (i) the termination of this Agreement pursuant to Article 4 and (ii) Company or the Effective Time: (a) notSubsidiaries to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, propose or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access inquiries with respect to, or disclosure the submission of, any confidential informationAcquisition Proposal, or (ii) participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent or its Representatives) any access to the properties, facilities, books and records or records confidential or material non-public information or data of the Company or any Subsidiary in connection with, any Acquisition Proposal; provided, however, that until such time as Stockholder Approval is obtained, nothing contained in this Agreement shall prevent the Company or the Company Board from furnishing information to, or engaging in negotiations or discussions with, any Person (and such Person’s Representatives) in connection with an unsolicited Acquisition Proposal by such Person received after the date hereof (and prior to the date of Stockholder Approval), if and only to the extent that, prior to taking such action, the Company Board (or any committee thereof) (A) determines in good faith (after consultation with its independent financial advisor) that such Acquisition Proposal is credible and is, or could reasonably be expected to lead to, a Superior Proposal and (after consultation with and upon the advice of its Subsidiaries outside legal counsel) that the failure to furnish such information to, or entering into any form engage in negotiations or discussions with, such Person (and such Person’s Representatives) would be inconsistent with the Company Board’s fiduciary duties under applicable law, and (B) (1) has received prior to the date hereof an executed confidentiality agreement from such Person in connection with such Person’s consideration of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes making an Acquisition Proposal; , or (ii2) enter into or otherwise engage or participate hereafter receives from such Person an executed confidentiality agreement, the confidentiality terms of which are no less favorable to the Company than those contained in the Confidentiality Agreement. The Company shall, and shall direct each of its Representatives to, cease immediately upon execution of this Agreement (x) any solicitations, discussions or negotiations with any Person (other than any Purchaser Party Parent and its Representatives) that has made or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected indicated an intention to constitute make an Acquisition Proposal; (iii) accept, approve, endorse Proposal as of or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with and (y) any Person (other than any Purchaser Party solicitations, discussions or Purchaser Party Representative) with respect negotiations relating to any a transaction of the type referred to in the definition of Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

Non-Solicitation. The Shareholder hereby covenants Each Stockholder shall not and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant shall cause its Representatives not to Article 4 and (ii) the Effective Time: directly or indirectly (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure the submission of, any confidential informationAcquisition Proposal, properties(b) publicly approve or recommend, facilitiesor publicly propose that the Company approve or recommend, books any Acquisition Proposal, (c) enter into any agreement, agreement in principle or records letter of intent with respect to or accept any Acquisition Proposal, (d) other than to inform any Person of the existence of the provisions contained herein or in Section 6.5 of the Merger Agreement, participate or engage in any discussions or negotiations with, or furnish any information concerning the Company or any of its Subsidiaries to, any Third Party relating to an Acquisition Proposal or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer request for information that constitutes may reasonably be expected to lead to an Acquisition Proposal; , (iie) make any public statement or proposal inconsistent with the Company Board Recommendation, or (f) agree to do any of the foregoing; provided, however, that notwithstanding the foregoing, each Stockholder may, and may authorize and permit any of its Affiliates and/or Representatives to (i) enter into or otherwise engage or participate in any discussions or negotiations with any Person (respect to the Stockholders’ entry into a voting, tender, support or other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected similar agreement with respect to constitute an Acquisition Proposal; Proposal (iiiand keep the Company informed of the status of such discussions or negotiations, including, providing confirmation to the Company of such Stockholders’ willingness to enter into such voting, tender, support or other similar agreement) acceptif requested to do so by the Company or its Representatives but only to the extent the Company, approveits Subsidiaries or their respective Affiliates and/or Representatives are permitted, endorse under Section 6.5 of the Merger Agreement, to have discussions or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral negotiations with respect toto such Acquisition Proposal and/or (ii) take any actions necessary to comply with all applicable Laws, including its obligations under Section 13(d) of the Exchange Act. Notwithstanding any public other provisions of this Agreement (including Sections, 2 and 3, and this Section 11), each Stockholder may enter into any voting, tender, support or similar agreement with respect to an Acquisition Proposal concurrently with the Company terminating the Merger Agreement pursuant to Section 6.5(d) and entering into a definitive agreement with respect to such Acquisition Proposal; or provided, however, that such voting, tender, support or similar agreement shall not contain terms that are in the aggregate (iv) accept, approve, endorse, recommend or execute or enter taking into or publicly propose to accept, approve, endorse, recommend or execute or enter into account any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior changes to the date transaction structure or form of consideration) materially more favorable to the counterparty to such agreement than the terms set forth in this Agreement with and, for the avoidance of doubt, it shall be deemed materially more favorable to the counterparty if any Person (other than any Purchaser Party or Purchaser Party Representative) such agreement does not terminate on the same date that the definitive agreement with respect to any such Acquisition Proposal; and (c) immediately notify Proposal is terminated. For the Purchaser and avoidance of doubt, no officer, director, employee, agent or advisor of the Company, at first orallyits Subsidiaries or Affiliates (in each case, and then promptly and in any event within 24 hours in writing, their capacities as such) shall be deemed to be a representative or Affiliate of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies Stockholder for purposes of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesthis Section 11.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) The Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or knowingly permit its and its Subsidiaries’ directors, officers, employees, advisors and investment bankers (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assistinitiate or knowingly take any action to facilitate or encourage the submission of any Company Acquisition Proposal or the making of any proposal that could reasonably be expected to lead to any Company Acquisition Proposal, initiateor (ii) subject to Section 5.4(b), knowingly encourage (A) conduct or otherwise facilitate (including by way engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of furnishing or providing copies of, access its Subsidiaries to, or disclosure of, any confidential informationafford access to the business, properties, facilitiesassets, books or records of the Company or any of its Subsidiaries to, or entering into knowingly assist, participate in, facilitate or encourage any form of agreementeffort by, arrangement any third party that is seeking to make, or understanding) has made, any inquiry, proposal or offer that constitutes an Company Acquisition Proposal; , (iiB) (1) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries or (2) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL, or (C) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or otherwise engage other Contract relating to any Company Acquisition Proposal (each, a “Company Acquisition Agreement”). The Company shall, and shall cause its Subsidiaries to cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Company Acquisition Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company and its Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) Notwithstanding Section 5.4(a), prior to the receipt of the Company Stockholder Approval, the Company Board, directly or indirectly through any Representative, may, subject to Section 5.4(c) (i) participate in any negotiations or discussions or negotiations with any Person third party that has made (other than any Purchaser Party or Purchaser Party Representativeand not withdrawn) regarding any inquirya bona fide, proposal or offer unsolicited Company Acquisition Proposal in writing that the Company Board believes in good faith, after consultation with outside legal counsel and its financial advisor, constitutes or could reasonably be expected to constitute result in a Superior Company Proposal, (ii) thereafter furnish to such third party non-public information relating to the Company or any of its Subsidiaries pursuant to an Acquisition Proposal; executed confidentiality agreement (a copy of which confidentiality agreement shall be promptly provided (but in any event within twenty-four (24) hours of the execution thereof) for informational purposes only to Parent), (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition following receipt of and on account of a Superior Company Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or make a Company Adverse Recommendation Change and/or (iv) accepttake any action that any court of competent jurisdiction orders the Company to take (which order remains unstayed), approvebut in each case referred to in the foregoing clauses (i) through (iii), endorseonly if the Company Board determines in good faith, recommend or execute or enter into or publicly propose after consultation with outside legal counsel, that the failure to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposaltake such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately The Company shall notify Parent promptly (but in no event later than forty-eight (48) hours) after receipt by the Purchaser and Company (or any of its Representatives) of any Company Acquisition Proposal, any inquiry that would reasonably be expected to lead to a Company Acquisition Proposal, any request for non-public information relating to the CompanyCompany or any of its Subsidiaries or for access to the business, at first orallyproperties, assets, books or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and then promptly details of the status and material terms and conditions of, any such Company Acquisition Proposal, indication or request. The Company shall keep Parent fully informed, on a current basis (but in any event within 24 twenty-four (24) hours in writing, of any Acquisition Proposalchange thereto), and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of any such correspondence sent Company Acquisition Proposal, indication or communicated request, including any material amendments or proposed amendments as to price and other material terms thereof. The Company shall provide Parent with at least forty-eight (48) hours prior notice of any meeting of the Company Board (or such lesser notice as is provided to the Shareholdermembers of the Company Board) at which the Company Board is reasonably expected to consider any Company Acquisition Proposal. The Company shall promptly provide Parent with any material non-public information concerning the Company’s business, present or future performance, financial condition or results of operations provided to any third party that has not been previously provided to Parent. (d) Except as set forth in this Section 5.4(d), the Company Board shall not make any Company Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) a Company Acquisition Agreement. Notwithstanding the foregoing, at any time prior to the receipt of the Company Stockholder Approval: (i) the Company Board may make a Company Adverse Recommendation Change with respect to a Superior Company Proposal or cause the Company to terminate this Agreement in order to enter into (or permit or cause any Subsidiary of the Company to enter into) a Company Acquisition Agreement if: (A) the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, (B) the Company promptly notifies Parent, in writing, at least five (5) days (the “Superior Company Proposal Notice Period”) before taking such action of its affiliates intention to do so, which notice shall state expressly that the Company has received a Company Acquisition Proposal that the Company Board intends to declare a Superior Company Proposal and that the Company Board intends to make a Company Adverse Recommendation Change and/or the Company intends to terminate this Agreement in order to enter into (or itspermit or cause any Subsidiary of the Company to enter into) a Company Acquisition Agreement; (C) the Company attaches to such notice the most current version of the proposed agreement (which version shall be updated on a prompt basis if and to the extent there are any subsequent material changes to such agreement) and the identity of the third party making such Superior Company Proposal; (D) the Company negotiates, hisand uses its reasonable best efforts to cause its Representatives to negotiate, with Parent (to the extent requested by Parent) in good faith during the Superior Company Proposal Notice Period to make adjustments with respect to the terms and conditions of this Agreement (it being agreed that in the event that, after commencement of the Superior Company Proposal Notice Period, if there is any material revision to the terms of a Superior Company Proposal, including any revision in price, the Superior Company Proposal Notice Period shall be extended, if applicable, to ensure that at least two (2) days remain in the Superior Company Proposal Notice Period subsequent to the time the Company notifies Parent of any such material revision (it being understood that there may be multiple extensions)); and (E) at or her Representativesafter 5:00 p.m. Eastern Time on the last day of the Superior Company Proposal Notice Period, the Company Board determines in good faith, after consulting with outside legal counsel and its financial advisor, that such Company Acquisition Proposal continues to constitute a Superior Company Proposal after taking into account any adjustments in the terms and conditions of this Agreement agreed by Parent in writing during the Superior Company Proposal Notice Period; (ii) the Company Board may make a Company Adverse Recommendation Change with respect to a Company Intervening Event if: (A) the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, (B) the Company promptly notifies Parent, in writing, at least five (5) days (the “Company Intervening Event Notice Period”) before taking such action of its intention to do so, which notice shall specify the reasons therefor; (C) the Company (1) negotiates, and uses its reasonable best efforts to cause its Representatives to negotiate, with Parent (to the extent requested by Parent) in good faith during the Company Intervening Event Notice Period to make adjustments with respect to the terms and conditions of this Agreement so that the Company Board no longer determines that the failure to make a Company Adverse Recommendation Change in response to such Company Intervening Event would be inconsistent with the Company Board’s fiduciary duties under applicable Law and (2) permits Parent and its Representatives to make a presentation to the Company Board regarding this Agreement and any adjustments with respect thereto (to the extent Parent desires to make such presentation) and (D) at or after 5:00 p.m. Eastern Time on the last day of the Company Intervening Event Notice Period, the Company Board determines in good faith, after consulting with outside legal counsel and its financial advisor, that a failure to make such a Company Adverse Recommendation Change would still be inconsistent with the Company Board’s fiduciary duties under applicable Law after taking into account any adjustments in the terms and conditions of this Agreement agreed by Parent in writing during the Company Intervening Event Notice Period. (e) (i) Nothing contained in this Section 5.4 shall prevent the Company Board from disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act and (ii) no disclosure that the Company Board determines, after consultation with outside legal counsel, that it or the Company is required to make under applicable Law will constitute a violation of this Agreement.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until (a) Until the earlier of (iA) consummation of the Closing and (B) termination of this Agreement pursuant to Article 4 and (ii) Agreement, the Effective Time: (a) Company shall not, nor shall it authorize or knowingly permit its Subsidiaries or representatives to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, initiate or knowingly encourage or otherwise facilitate assist (including by way of furnishing or providing copies of, access toinformation) the submission by any third party of an Acquisition Proposal, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes is reasonably likely to lead to an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position (ii) engage in, continue or remain neutral with respect to, otherwise participate in any public negotiations or discussions regarding an Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute provide any information or enter into or publicly propose data to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement Person relating to the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or to encourage, facilitate or assist, an Acquisition Proposal. (b) immediately cease Notwithstanding anything to the contrary set forth in Section 4.10(a) above, the Company and terminateits representatives may (i) provide information in response to a request therefor by a Person who has made a bona fide written Acquisition Proposal, if the Person so requesting such information executes an acceptable confidentiality agreement (which shall be promptly provided to Purchaser), provided, that any non-public information provided to such Person shall have been previously delivered or made available to Purchaser or its representatives, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, (ii) engage in negotiations or other activities commenced prior to the date of this Agreement discussions with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any who has made a bona fide written Acquisition Proposal; and (c) immediately notify the Purchaser , if in each such case, such Acquisition Proposal did not result from a breach of this Section 4.9 and the Company, at first orally’s Board of Directors determines in good faith (A) after consultation with outside legal counsel that the failure to take such action would reasonably be expected to be inconsistent with the Company directors’ fiduciary duties under applicable Law, and then promptly and (B) such Acquisition Proposal constitutes a Superior Proposal or could reasonably result in any event within 24 hours in writing, a Superior Proposal. The Company shall keep the Purchaser reasonably informed of the status of any Acquisition Proposal, such negotiations or discussions and shall promptly provide the Purchaser and the Company with copies of all material written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any relating to such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesAcquisition Proposal.

Non-Solicitation. The Shareholder hereby covenants (a) Each of the Acquiror and irrevocably agrees the Corporation agree that it shall, during the period from the date hereof until the earlier of the Closing Date and the Termination Date, it: (i) shall immediately cease and cause to be terminated any existing discussions or negotiations or other proceedings initiated prior to the termination date hereof by it, or its respective Representatives with respect to all Acquisition Proposals; shall not amend, modify, waive, release or otherwise forebear in the enforcement of, and shall use all commercially reasonable efforts to enforce, any confidentiality, non-solicitation or standstill or similar agreements or provisions to which it and any third parties are parties; and shall discontinue access to any of this Agreement pursuant its confidential information (and not establish or allow access to Article 4 and any of its confidential information, or any data room, virtual or otherwise); (ii) the Effective Time: (a) not, shall not directly or indirectly, through any officerRepresentative, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access toinformation), or disclosure ofcause or facilitate anyone else to solicit, initiate or knowingly encourage, any confidential informationAcquisition Proposal, properties, facilities, books or records of the Company or any inquiries or the making of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute lead to an Acquisition Proposal, from any Person, or engage in any discussion, negotiations or inquiries relating thereto, provided however that the Acquiror may request information from any Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms of such Acquisition Proposal; (iii) acceptshall not provide information concerning its securities, approve, endorse assets or recommend, business to any Person for or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; orin furtherance of anything mentioned in Sections 12.1(i)or (ii) other than as required by Applicable Law; (iv) shall (i) immediately notify the Corporation if the Acquiror or any of its Representatives receives any indications of interest, requests for information or offers in respect of any Acquisition Proposal; and (ii) provide full details to the Corporation of the terms of any such indication, request or offers, subject to any contractual obligations of confidentiality; and (v) shall not accept, approverecommend, endorse, recommend or execute approve or enter into or publicly propose to publicly accept, approverecommend, endorse, recommend or execute approve or enter into any agreement, letter of intent, understanding or arrangement relating an agreement to implement an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from (a) From the date hereof until and prior to the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Time and the Termination Date, each of the Partnership and the General Partner shall not, directly or indirectlyand each of them shall cause their respective Subsidiaries, through any officerand the respective directors, directorofficers, employeeemployees of the Partnership, representative (including any financial or other advisor) or agent or otherwisethe General Partner and such Subsidiaries not to, and shall use its reasonable best efforts to cause the Representatives of the Partnership, the General Partner and such Subsidiaries not permit any such person to: : (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way any inquiries or the making of furnishing any proposal or providing copies ofoffer that constitutes, access or would reasonably be expected to lead to, an Acquisition Proposal, (ii) furnish any non-public information regarding the Partnership or disclosure of, any confidential informationof its Subsidiaries or afford access to the business, properties, facilities, books or records of the Company Partnership or any of its Subsidiaries Subsidiaries, to any person (other than Parent, Merger Sub, GP Merger Sub or entering into their respective directors, officers, employees, affiliates or Representatives) in connection with or in response to an Acquisition Proposal or any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes inquiries regarding an Acquisition Proposal; , (iiiii) enter into or otherwise engage or participate in any discussions or negotiations with any Person person (other than Parent, Merger Sub, GP Merger Sub or their respective directors, officers, employees, affiliates or Representatives) with respect to an Acquisition Proposal, (iv) enter into any Purchaser Party letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, exchange agreement or Purchaser Party Representativeany other agreement (whether binding or not) regarding with respect to any inquiry, proposal or offer that constitutes constitutes, or could would reasonably be expected to constitute lead to, an Acquisition Proposal;Proposal or requiring the Partnership to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (v) agree to do any of the foregoing. Nothing in this Section 5.4 shall prohibit the Partnership, or the GP Board, directly or indirectly through any officer, employee or Representative, from informing any person that the Partnership is party to this Agreement and informing such person of the restrictions that are set forth in this Section 5.4. (iiib) acceptFollowing the execution of this Agreement, approveeach of the Partnership and the General Partner shall, endorse or recommendand each of them shall cause their respective Subsidiaries, or publicly propose to acceptand the respective directors, approveofficers, endorse or recommend any Acquisition Proposalemployees of the Partnership, or take no position or remain neutral with respect the General Partner and such Subsidiaries to, and shall use its reasonable best efforts to cause the Representatives of the Partnership, the General Partner and such Subsidiaries to, immediately cease and terminate any public Acquisition Proposal; or discussions existing as of the date of this Agreement between the Partnership or any of its Subsidiaries or any of their respective officers, directors, employees or Representatives and any person (ivother than Parent, Merger Sub, GP Merger Sub or any of their respective officers, directors, employees or Representatives) accept, approve, endorse, recommend or execute or enter into or publicly propose that relate to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and As used in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.this Agreement:

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) not, directly or indirectly, through any officer, director, employee, representative Target agrees with Buyer that (including any financial or other advisorexcept to the extent Buyer has otherwise consented in writing) or agent or otherwise, and shall not permit any such person tountil this Agreement is terminated: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of Target shall immediately cease and cause to be terminated and shall cause its Subsidiaries or entering into to immediately cease and cause to be terminated any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any existing discussions or negotiations with any Person (other than Buyer) with respect to any Purchaser Party Alternative Proposal; (ii) Target shall not waive or Purchaser Party Representative) regarding vary any inquiry, proposal terms or offer conditions of any confidentiality or standstill agreements that constitutes or could reasonably be expected to constitute an Acquisition it entered into with any Persons that were considering any Alternative Proposal; (iii) acceptTarget shall close all data or information rooms previously maintained regarding Target in order to solicit bids or expressions of interest in relation to Target or its Properties or assets and request the return or destruction of all confidential information from such parties; and (iv) None of Target or its Subsidiaries shall (directly or indirectly, approvethrough investment bankers or otherwise) solicit, endorse initiate or recommendencourage submission of proposals or offers from any Person relating to, or publicly propose that could reasonably be expected to accept, approve, endorse or recommend any Acquisition Proposallead to, or take no position facilitating or remain neutral encouraging any effort or attempt with respect to, any public Acquisition Proposal; or (iv) acceptAlternative Proposal or participate in any negotiations regarding, approveor furnish to any other Person any information with respect to, endorseor otherwise cooperate in any way with, recommend or execute assist or enter into or publicly propose to accept, approve, endorse, recommend or execute participate in or enter into any agreement relating to, any Alternative Proposal; provided, however, that, prior to the Extraordinary General Meeting, Target may, in response to an unsolicited written proposal with respect to an Alternative Proposal from a third party that did not result from a breach of this Section 5.2 and that the Board of Directors of Target determines, in its good faith and reasonable judgment, and after consultation with and the receipt of a written opinion of the Financial Advisor, that such proposal is a Superior Proposal, enter into a customary confidentiality agreement, letter furnish information to, and negotiate, explore or otherwise engage in substantive discussions with, such third party, but only if the Board of intentDirectors of Target determines, understanding or arrangement relating in its good faith and reasonable judgment after consultation with and the receipt of a written opinion from its outside legal counsel, that taking such action is required to an Acquisition Proposalcomply with the fiduciary duties of the Board of Directors of Target under applicable Law. (b) immediately cease and terminateExcept as expressly permitted by this Section 5.2, and cause to be terminated, neither the Board of Directors of Target nor any solicitation, encouragement, discussion, negotiationcommittee thereof shall (i) withdraw or modify, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.propose publicly

Non-Solicitation. The Shareholder hereby covenants From the time of execution and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination delivery by each Seller and Buyer of this Agreement pursuant until the Bidding Procedures Order is entered by the Bankruptcy Court and following entry of the Sale Order (both periods being referred to Article 4 and (ii) as the Effective Time: (a) “Non-Solicitation Period”), Sellers shall not, and shall cause each of the Target Companies and, to the extent permitted in the Tiwest Joint Venture Documents, Tiwest not to, nor shall they authorize or permit any of their respective Representatives or Affiliates to directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assistfacilitate or encourage submission of any inquiries, initiateproposals or offers by, knowingly encourage respond to any unsolicited inquiries, proposals or otherwise facilitate (including by way of furnishing or providing copies of, access tooffers submitted by, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations regarding a Competing Transaction with any Person (other than Buyers or any Purchaser Party of their respective Affiliates, agents or Purchaser Party RepresentativeRepresentatives) regarding with respect to (A) any inquirysale or other disposition of all or any portion of the Acquired Business, proposal the equity securities of Sellers, Target Companies, Tiwest (including for purposes of this Section 5(c)(v), the Tiwest Joint Venture), the Acquired Assets or offer any similar transaction with respect to the Acquired Business, Sellers, the Target Companies, Tiwest or the Acquired Assets or (B) any Restructuring Transaction (such transactions described in clause (A) or (B) but excluding any transactions with Buyers being referred to as an “Acquisition Transaction”); or provide any information or data to, or have any discussions with any Person relating to, or that constitutes or could reasonably be expected to constitute an lead to or result in, any Acquisition Proposal; (iii) accept, Transaction; or otherwise facilitate any effort or attempt to make or implement any Acquisition Transaction; or approve, endorse or recommend, or propose publicly propose to accept, approve, endorse approve or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreementagreement or understanding with any other Person that contemplates or relates to any Acquisition Transaction. Sellers shall not, letter of intentand shall not authorize any Target Company to, understanding or arrangement execute any definitive documents relating to an any Acquisition Proposal. (bTransaction during the Non-Solicitation Period; provided, however, that nothing in this Section 5(c)(v) immediately cease and terminate, and cause shall prohibit Sellers during the portion of the Non-Solicitation Period preceding the entry of the Sale Order from responding to be terminated, any solicitation, encouragement, discussion, negotiation, unsolicited inquiries from or other activities commenced prior to engaging in discussions with the date of this Agreement official committees appointed in the Chapter 11 Cases or engaging in discussions with any Person (other than any Purchaser Party or Purchaser Party Representative) third parties in consultation with such official committees, with respect to any Acquisition Proposal; and (c) immediately such Restructuring Transaction to the extent Tronox Incorporated determines, in good faith, that such action is required by the Tronox Incorporated board of directors’ fiduciary duties to Tronox Incorporated’s stakeholders. Sellers shall notify the Purchaser and the CompanyBuyers promptly, at first orally, and then promptly and but in any event within 24 twenty-four hours in writingafter receipt, of the receipt of any inquiries, proposals or offers related to any Acquisition Proposal, Transaction together with true and shall provide the Purchaser and the Company with complete copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesdocuments related thereto.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall7.1.1 Except as expressly provided in this Article 7, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Vendor shall not, directly or indirectly, through any officer, director, employee, representative (including any financial Vendor Subsidiary or other advisor) or agent or otherwise, and shall not permit any such person toRepresentative: (ia) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential informationConfidential Information, properties, facilities, books or records Books and Records of the Company Vendor or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingVendor Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iib) enter into or otherwise engage or participate in any negotiations or meaningful discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representativewith the Purchaser) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided that the Vendor may (i) advise any Person of the restrictions of this Agreement, (ii) contact the Person for the purposes of seeking clarification of the terms of such Acquisition Proposal, and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute a Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (iiic) accept, make a Change in Recommendation; or (d) approve, endorse recommend or recommend, enter into (other than a confidentiality agreement permitted by and in accordance with Section 7.3) or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter agreement in respect of intent, understanding or arrangement relating to an Acquisition Proposal. (b) 7.1.2 Except as expressly provided in this Article 7, the Vendor shall, and shall cause the Vendor Subsidiaries and their respective Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, discussion or other activities commenced prior to the date of this Agreement negotiations with any Person (other than any Purchaser Party or Purchaser Party Representativewith the Purchaser) with respect to any inquiry, proposal or offer that would reasonably be expected to constitute an Acquisition Proposal, and in connection therewith, the Vendor will: (a) immediately discontinue access to and disclosure of all information, including any data room and any Confidential Information, properties, facilities, Books and Records of the Vendor and the Vendor Subsidiaries; and (cb) immediately notify request, and exercise all rights it has to require the return or destruction of all copies of any Confidential Information (including all materials including or incorporating or otherwise reflecting such Confidential Information) regarding the Vendor or any Vendor Subsidiary provided to any Person other than the Purchaser in connection with such potential Acquisition Proposal (including before the date of this Agreement), including using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. 7.1.3 The Vendor covenants and agrees not to release any Person from, or waive such Person’s obligations respecting the CompanyVendor, at first orallyunder any confidentiality, and then promptly and in any event within 24 hours in writing, standstill or similar agreement or restriction to which the Vendor is a party (it being acknowledged by the Purchaser that the automatic termination or release of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section 7.1.3), except to allow such Person in connection therewith and if not in writing to make an Acquisition Proposal confidentially to the Board that constitutes, or electronic formcould reasonably be expected to constitute or lead to, a description Superior Proposal, provided that the remaining provisions of this Article 7 are complied with, and the Vendor undertakes to seek to enforce, or cause the Vendor Subsidiaries to seek to enforce, all confidentiality, standstill, or similar agreements or restrictions that it or any of the material terms of such correspondence sent or communicated Vendor Subsidiaries have entered into prior to the Shareholder, its affiliates date hereof or its, his, enter into after the date hereof (it being acknowledged by the Purchaser that the automatic termination or her Representativesrelease of any restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section 7.1.3).

Non-Solicitation. The Shareholder hereby covenants and irrevocably (a) Cubs agrees that that, except as expressly contemplated by this Agreement, neither it nor any of the Cubs Subsidiaries shall, from and Cubs shall use its reasonable best efforts, and shall cause each of the date hereof until the earlier of Cubs Subsidiaries to use their respective reasonable best efforts to, cause their respective Representatives not to (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial indirectly initiate or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, or knowingly encourage or otherwise knowingly facilitate (including by way of furnishing non-public information relating to Cubs or providing copies ofany of the Cubs Subsidiaries) any inquiries or the making or submission of any proposal that constitutes, access or could reasonably be expected to lead to, an Acquisition Proposal with respect to Cubs, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section ‎5.4(a), participate or disclosure ofengage in discussions or negotiations with, or disclose any confidential information, non-public information or data relating to Cubs or any of the Cubs Subsidiaries or afford access to the properties, facilities, books or records of the Company Cubs or any of its the Cubs Subsidiaries to any Person that has made an Acquisition Proposal with respect to Cubs or entering to any Person in contemplation of making an Acquisition Proposal with respect to Cubs, or (iii) accept an Acquisition Proposal with respect to Cubs or enter into any form agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any inquiryAcquisition Proposal with respect to Cubs (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section ‎5.4) or (B) requiring, proposal intending to cause, or offer that constitutes an which could reasonably be expected to cause Cubs to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement (each, a “Cubs Acquisition Proposal; Agreement”). Any violation of the foregoing restrictions by any of the Cubs Subsidiaries or by any Representatives of Cubs or any of the Cubs Subsidiaries, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of Cubs or any of the Cubs Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by Cubs. Notwithstanding anything to the contrary in this Agreement, prior to obtaining the Cubs Stockholder Approval, Cubs and the Cubs Board may take any actions described in clause (ii) enter into in the first sentence of this Section ‎5.4(a) with respect to a third party if (w) after the date of this Agreement, C▇▇▇ receives a written Acquisition Proposal with respect to Cubs from such third party (and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or otherwise engage knowingly facilitated by Cubs or participate any of the Cubs Subsidiaries or any of their respective Representatives), (x) Cubs provides Dodgers the notice required by Section ‎5.4(g) with respect to such Acquisition Proposal, (y) the Cubs Board determines in any discussions or negotiations good faith (after consultation with any Person (other than any Purchaser Party or Purchaser Party RepresentativeCubs’ financial advisors and outside legal counsel) regarding any inquiry, that such proposal or offer that constitutes or could reasonably be expected to constitute lead to a Superior Proposal with respect to Cubs, and (z) the Cubs Board determines in good faith (after consultation with Cubs’ outside legal counsel) that the failure to participate in such discussions or negotiations or to disclose such information or data to such third party would be inconsistent with its fiduciary duties; provided that Cubs shall not deliver any information to such third party without first entering into an Acceptable Confidentiality Agreement with such third party. Notwithstanding the limitations set forth in this Section ‎5.4(a) and subject to compliance with Cubs’ obligations contained in Section ‎5.4(g), if Cubs receives, following the date hereof and prior to the Cubs Stockholders’ Meeting, an unsolicited bona fide written Acquisition Proposal that did not result from a material breach of this Section ‎5.4, Cubs and its Representatives may contact the Person or any of such Person’s Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that Cubs may inform itself about such Acquisition Proposal. Nothing contained in this Section ‎5.4 shall prohibit Cubs or the Cubs Board from taking and disclosing to the Cubs Stockholders a position with respect to an Acquisition Proposal;Proposal with respect to Cubs pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law; provided that, the foregoing clause shall not be deemed to permit Cubs or the Cubs Board to effect a Cubs Adverse Recommendation Change except in accordance with Section ‎5.4(b) or Section ‎5.4(c). (iiib) acceptNeither (i) the Cubs Board nor any committee thereof shall directly or indirectly (A) withhold or withdraw (or amend, approve, endorse modify or recommendqualify in a manner adverse to Dodgers or Merger Sub), or publicly propose or announce any intention to acceptwithhold or withdraw (or amend, modify or qualify in a manner adverse to Dodgers or Merger Sub), the Cubs Recommendation or (B) recommend, adopt or approve, endorse or recommend propose publicly to recommend, adopt or approve, any Acquisition Proposal, or take no position or remain neutral Proposal with respect to, to Cubs (any public Acquisition Proposal; or action described in this clause (ivi) accept, approve, endorse, recommend being referred to as a “Cubs Adverse Recommendation Change”) nor (ii) shall Cubs or any of the Cubs Subsidiaries execute or enter into a Cubs Acquisition Agreement. Notwithstanding the foregoing, at any time prior to obtaining the Cubs Stockholder Approval, and subject to Cubs’ compliance in all material respects at all times with the provisions of this Section ‎5.4 and Section ‎5.3, in response to a Superior Proposal with respect to Cubs that was not initiated, solicited, knowingly encouraged or publicly propose knowingly facilitated by Cubs or any of the Cubs Subsidiaries or any of their respective Representatives, the Cubs Board may make a Cubs Adverse Recommendation Change; provided, however, that Cubs shall not be entitled to acceptexercise its right to make a Cubs Adverse Recommendation Change in response to a Superior Proposal with respect to Cubs (x) until five (5) Business Days after Cubs provides written notice to Dodgers (a “Cubs Notice”) advising Dodgers that the Cubs Board or a committee thereof has received a Superior Proposal, approvespecifying the material terms and conditions of such Superior Proposal, endorseand identifying the Person or group making such Superior Proposal, recommend (y) if during such five (5) Business Day period, Dodgers proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the Cubs Board determines in good faith (after consultation with Cubs’ financial advisors and outside legal counsel, and taking into account all financial, legal, and regulatory terms and conditions of such alternative transaction proposal, including any conditions to and expected timing of consummation, and any risks of non-consummation of such alternative transaction proposal) that such alternative transaction proposal is not at least as favorable to Cubs and its stockholders as the Superior Proposal (it being understood that any change in the financial or execute other material terms of a Superior Proposal shall require a new Cubs Notice and a new three (3) Business Day period under this Section ‎5.4(b)) and (z) unless the Cubs Board, after consultation with outside legal counsel, determines that the failure to make a Cubs Adverse Recommendation Change would be inconsistent with its fiduciary duties. (c) Notwithstanding the first sentence of Section ‎5.4(b), at any time prior to obtaining the Cubs Stockholder Approval, and subject to Cubs’ compliance in all material respects at all times with the provisions of this Section ‎5.4 and Section ‎5.3, in response to a Cubs Intervening Event, the Cubs Board may make a Cubs Adverse Recommendation Change described in clause (A) of the definition thereof if the Cubs Board (i) determines in good faith, after consultation with Cubs’ outside legal counsel and any other advisor it chooses to consult, that the failure to make such Cubs Adverse Recommendation Change would be inconsistent with its fiduciary duties, (ii) determines in good faith that the reasons for making such Cubs Adverse Recommendation Change are independent of any Acquisition Proposal (whether pending, potential or otherwise) with respect to Cubs and (iii) provides written notice to Dodgers (a “Cubs Notice of Change”) advising Dodgers that the Cubs Board is contemplating making a Cubs Adverse Recommendation Change and specifying the material facts and information constituting the basis for such contemplated determination; provided, however, that (x) the Cubs Board may not make such a Cubs Adverse Recommendation Change until the third Business Day after receipt by Dodgers of the Cubs Notice of Change and (y) during such three (3) Business Day period, at the request of Dodgers, Cubs shall negotiate in good faith with respect to any changes or modifications to this Agreement which would allow the Cubs Board not to make such Cubs Adverse Recommendation Change consistent with its fiduciary duties. (d) Dodgers agrees that, except as expressly contemplated by this Agreement, neither it nor any of the Dodgers Subsidiaries shall, and Dodgers shall use its reasonable best efforts, and shall cause each of the Dodgers Subsidiaries to use their respective reasonable best efforts to, cause their respective Representatives not to (i) directly or indirectly initiate or solicit, or knowingly encourage or knowingly facilitate (including by way of furnishing non-public information relating to Dodgers or any of the Dodgers Subsidiaries) any inquiries or the making or submission of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal with respect to Dodgers, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section ‎5.4(d), participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to Dodgers or any of the Dodgers Subsidiaries or afford access to the properties, books or records of Dodgers or any of the Dodgers Subsidiaries to any Person that has made an Acquisition Proposal with respect to Dodgers or to any Person in contemplation of making an Acquisition Proposal with respect to Dodgers, or (iii) accept an Acquisition Proposal with respect to Dodgers or enter into any agreement, including any letter of intent, understanding memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement relating or understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal with respect to Dodgers (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section ‎5.4) or (B) requiring, intending to cause, or which could reasonably be expected to cause Dodgers to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement (each, a “Dodgers Acquisition Proposal. (b) immediately cease Agreement”). Any violation of the foregoing restrictions by any of the Dodgers Subsidiaries or by any Representatives of Dodgers or any of the Dodgers Subsidiaries, whether or not such Representative is so authorized and terminatewhether or not such Representative is purporting to act on behalf of Dodgers or any of the Dodgers Subsidiaries or otherwise, and cause shall be deemed to be terminateda breach of this Agreement by Dodgers. Notwithstanding anything to the contrary in this Agreement, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to obtaining the Dodgers Stockholder Approval, Dodgers and the Dodgers Board may take any actions described in clause (ii) in the first sentence of this Section ‎5.4(d) with respect to a third party if (w) after the date of this Agreement Agreement, Dodgers receives a written Acquisition Proposal with respect to Dodgers from such third party (and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or knowingly facilitated by Dodgers or any Person of the Dodgers Subsidiaries or any of their respective Representatives), (other than any Purchaser Party or Purchaser Party Representativex) Dodgers provides Cubs the notice required by Section ‎5.4(g) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any such Acquisition Proposal, (y) the Dodgers Board determines in good faith (after consultation with Dodgers’ financial advisors and outside legal counsel) that such proposal constitutes or could reasonably be expected to lead to a Superior Proposal with respect to Dodgers, and (z) the Dodgers Board determines in good faith (after consultation with Dodgers’ outside legal counsel) that the failure to participate in such discussions or negotiations or to disclose such information or data to such third party would be inconsistent with its fiduciary duties; provided that Dodgers shall provide not deliver any information to such third party without first entering into an Acceptable Confidentiality Agreement with such third party. Notwithstanding the Purchaser limitations set forth in this Section ‎5.4(d), and subject to compliance with Dodgers’ obligations contained in Section ‎5.4(g), if Dodgers receives, following the Company date hereof and prior to the Dodgers Stockholders’ Meeting, an unsolicited bona fide written Acquisition Proposal that did not result from a material breach of this Section ‎5.4, Dodgers and its Representatives may contact the Person or any of such Person’s Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that Dodgers may inform itself about such Acquisition Proposal. Nothing contained in this Section ‎5.4 shall prohibit Dodgers or the Dodgers Board from taking and disclosing to the Dodgers Stockholders a position with copies of all written documentsrespect to an Acquisition Proposal with respect to Dodgers pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, correspondence in either case to the extent required by applicable Law; provided that, the foregoing clause shall not be deemed to permit Dodgers or other material received by the ShareholderDodgers Board to effect a Dodgers Adverse Recommendation Change except in accordance with Section ‎5.4(e) or Section ‎5.4(f). (e) Neither (i) the Dodgers Board nor any committee thereof shall directly or indirectly (A) withhold or withdraw (or amend, its affiliates modify or its, hisqualify in a manner adverse to Cubs), or her Representatives publicly propose or announce any intention to withhold or withdraw (or amend, modify or qualify in a manner adverse to Cubs), the Dodgers Recommendation or the Dodgers Proposals or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal with respect of, from to Dodgers (any action described in this clause (i) being referred to as a “Dodgers Adverse Recommendation Change”) nor (ii) shall Dodgers or on behalf any of any such Person in connection therewith and if not in writing the Dodgers Subsidiaries execute or electronic formenter into, a description Dodgers Acquisition Agreement. Notwithstanding the foregoing, at any time prior to obtaining the Dodgers Stockholder Approval, and subject to Dodgers’ compliance in all material respects at all times with the provisions of this Section ‎5.4 and Section ‎5.3, in response to a Superior Proposal with respect to Dodgers, that was not initiated, solicited, knowingly encouraged or knowingly facilitated by Dodgers or any of the Dodgers Subsidiaries or any of their respective Representatives, the Dodgers Board may make a Dodgers Adverse Recommendation Change; provided, however, that Dodgers shall not be entitled to exercise its right to make a Dodgers Adverse Recommendation Change in response to a Superior Proposal with respect to Dodgers (x) until five (5) Business Days after Dodgers provides written notice to Cubs (a “Dodgers Notice”) advising Cubs that the Dodgers Board or a committee thereof has received a Superior Proposal, specifying the material terms and conditions of such correspondence sent Superior Proposal, and identifying the Person or communicated group making such Superior Proposal, (y) if during such five (5) Business Day period, Cubs proposes any alternative transaction (including any modifications to the Shareholderterms of this Agreement), its affiliates or its, his, or her Representatives.unless the Dodge

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notCanniMed shall, directly and shall direct and cause its subsidiaries and its and their Representatives to, immediately cease and cause to be terminated any existing solicitation, encouragement discussion or indirectlynegotiation with any person (other than the Offeror or its Representatives) with respect to any potential Acquisition Proposal, through whether or not initiated by CanniMed, and in connection therewith, CanniMed will discontinue access to any officerdata rooms (virtual or otherwise). CanniMed shall not amend, directormodify or waive any confidentiality agreement, employeestandstill agreement or standstill provisions contained in any agreements entered into by CanniMed with other parties relating to a potential Acquisition Proposal. Within 48 hours following the execution of this Agreement, representative CanniMed shall request the return or destruction of all information provided to any third parties in connection with any potential Acquisition Proposal and shall use reasonable commercial efforts to ensure that such requests, and any other covenants (including any financial or other advisorstandstill provision) or agent or otherwiseare honoured in accordance with the terms of confidentiality agreements, where applicable. (b) Except as otherwise provided in this Article 6, CanniMed shall not, and shall not authorize or permit any such person of its subsidiaries or its or their Representatives to, unless the Offeror has materially breached any covenant or obligation under this Agreement or suffers a Offeror Material Adverse Change: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books permitting any visit to any facilities or records properties of the Company CanniMed or any of its Subsidiaries subsidiaries or entering into any form Contract) the initiation of agreementany inquiries, arrangement offers or understanding) any inquiry, proposal or offer that constitutes proposals regarding an Acquisition Proposal; provided that, for greater certainty, CanniMed may advise any person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the CanniMed Board of Directors has so determined; (ii) enter into or otherwise engage or participate in or otherwise facilitate any discussions or negotiations with with, or provide any Person (other than information to any Purchaser Party or Purchaser Party Representative) regarding any inquiryperson regarding, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) acceptwithdraw, approve, endorse modify or recommend, qualify (or publicly propose to acceptdo so), approvein a manner adverse to the Offeror, endorse the approval or recommendation of the CanniMed Board of Directors of the Improved Offer or this Agreement; (iv) approve or recommend any Acquisition Proposal, or take no position remain neutral or propose publicly to approve or recommend or remain neutral with respect toto any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five (5) business days following the public announcement of such Acquisition Proposal shall not be considered to be in violation of this Section 6.1(b)(iv)), any public Acquisition Proposal; or (ivv) accept, approverecommend, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute approve or enter into any agreement, letter of intent, agreement in principle, agreement, understanding or arrangement relating to in respect of an Acquisition Proposal. (b) immediately cease and terminateProposal or providing for the payment of any break, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, termination or other activities commenced fees or expenses to any person in the event that CanniMed completes the transactions contemplated in this Agreement or any other transaction with the Offeror or any of its affiliates agreed to prior to the date any termination of this Agreement with any Person (other than any Purchaser Party Agreement, whether formal or Purchaser Party Representative) with respect to any Acquisition Proposal; andinformal. (c) immediately notify the Purchaser and the CompanyCanniMed shall, at first orally, and then promptly as soon as practicable and in any event within 24 hours following receipt thereof notify the Offeror, at first orally and then as soon as possible thereafter within such 24 hour period in writing, of any inquiry, proposal or offer (or any amendment thereto) or request relating to or constituting an Acquisition Proposal, any request for discussions or negotiations, and/or any request for nonpublic information relating to CanniMed or for access to properties, books and records or a list of the CanniMed Shareholders or other CanniMed Securityholders of which CanniMed, its subsidiaries, or its or their Representatives are or become aware, or any amendments to the foregoing. Such notice shall include the material terms and conditions of, and the identity of the person making, any inquiry, proposal or offer (including any amendment thereto), and shall provide include, in the Purchaser and the Company with case of a proposal or offer, copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person proposal or offer or any amendment to any of the foregoing. CanniMed shall keep the Offeror informed of the status, including any change to the material terms, of any such proposal or offer or any amendment to the foregoing, and will respond promptly to all reasonable inquiries by the Offeror with respect thereto. (d) Notwithstanding Section 6.1(a) or any other provision of this Agreement to the contrary, if after the date of this Agreement, CanniMed receives a request for material non-public information in connection therewith with a potential Acquisition Proposal or receives a bona fide Acquisition Proposal (that was not solicited, encouraged or facilitated after the date hereof in contravention of Section 6.1(a)), and the CanniMed Board of Directors determines in good faith after consultation with its financial advisors and its legal counsel, that such Acquisition Proposal would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), be a Superior Proposal, then, and only then, CanniMed may provide such person with access to information regarding CanniMed and its subsidiaries and engage in writing discussions and negotiations with such person, subject to the execution of an appropriate and customary confidentiality agreement (if one has not already been entered into) providing for standstill provisions (which shall not be waived or electronic form, a description modified without the prior written approval of the material terms Offeror) other than to effect a Superior Proposal with the consent of the CanniMed Board of Directors in compliance with this Agreement, provided however that the Offeror is provided with access to similar information to which such correspondence sent or communicated person was provided if it has not already been provided such information. (e) CanniMed shall ensure that its subsidiaries and its and their Representatives are aware of, and agree to be bound by, the Shareholderprovisions of this Section 6.1, its affiliates or its, his, or her and CanniMed shall be responsible for any breach of this Section 6.1 by such subsidiaries and Representatives.

Non-Solicitation. The Shareholder hereby covenants (a) On and irrevocably agrees that it shall, from after the date hereof until the earlier of (i) the termination of date upon which this Agreement pursuant to Article 4 is terminated, and (ii) the Effective Time: (a) except as otherwise expressly provided in this Section 7.1, Target shall not, directly or indirectly, or through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwiseof its Representatives, and shall cause its subsidiaries and their Representatives not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiry, proposal inquiries or offer that constitutes proposals whatsoever which would constitute an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Acquiror, any Purchaser Party of its affiliates or Purchaser Party Representativeits or their Representatives) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) approve, accept, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or; (iv) accept, approve, endorse, recommend or execute accept or enter into or publicly propose to accept, approve, endorse, recommend or execute accept or enter into into, any agreement, letter of intent, understanding or arrangement relating or other contract in respect of an Acquisition Proposal; or (v) make a Change in Recommendation, unless (A) it does not relate to an Acquisition ProposalProposal and (B) in the opinion of the Target Board, acting in good faith and after receiving advice from its outside financial advisors and outside legal counsel, the Target Board is required to make a Change in Recommendation in order to comply with the fiduciary duties of such directors under applicable Law. (b) Except as otherwise provided in this Section 7.1, Target shall, and shall cause its subsidiaries and its and their Representatives to, immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussiondiscussion or negotiation with any Persons (other than Acquiror and its Representatives) conducted heretofore by Target, negotiationits subsidiaries or its or their Representatives with respect to any potential Acquisition Proposal and, in connection therewith, Target will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, to the extent that it is entitled to do so (and exercise all rights it has to require) the return or destruction of all confidential information (including all material including or incorporating or otherwise reflecting any material confidential information) regarding Target and its subsidiaries previously provided to any such Person or any other activities commenced Person. Target agrees that, except as permitted by Section 7.1(c), neither it nor any of its subsidiaries shall terminate, waive, amend or modify any provision of any existing confidentiality agreement relating to a potential Acquisition Proposal or any standstill agreement to which it or any of its subsidiaries is a party (it being acknowledged and agreed that the automatic termination of any standstill provisions of any such agreement as the result of the entering into and announcement of this Agreement by Target, pursuant to the express terms of any such agreement, shall not be a violation of this Section 7.1(b)) and Target undertakes to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it or any of its subsidiaries have entered into prior to the date hereof; provided, however, that the foregoing shall not prevent the Target Board from considering an Acquisition Proposal that is reasonably likely to lead to a Superior Proposal and accepting a Superior Proposal that might be made by any such third party if the remaining provisions of this Agreement have been complied with. (c) Notwithstanding Sections 7.1(a) and 7.1(b) and any other provision of this Agreement or of any other agreement between Acquiror and Target, if at any time following the date of this Agreement and prior to obtaining the Target Shareholder Approval of the Arrangement Resolution at the Target Meeting, Target receives a written Acquisition Proposal (that was not solicited after the date hereof in contravention of Section 7.1(a) and provided that Target is in compliance with Sections 7.1(b) and 7.2(a)), the Target Board may (directly or through its advisors or Representatives): (i) if it believes, acting in good faith, that the Acquisition Proposal could reasonably lead to a Superior Proposal, contact the Person(s) making such Acquisition Proposal and its advisors solely for the purpose of clarifying such Acquisition Proposal and any Person (other than any Purchaser Party material terms thereof and the conditions thereto and likelihood of consummation so as to determine whether such proposal is, or Purchaser Party Representative) with respect is reasonably likely to any Acquisition lead to, a Superior Proposal; and (cii) immediately notify if, in the Purchaser opinion of the Target Board, acting in good faith and after receiving advice from its outside financial advisors and outside legal counsel, the CompanyAcquisition Proposal constitutes or, at first orallyif consummated in accordance with its terms (disregarding, for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation), is reasonably likely to be or lead to a Superior Proposal, then, and then promptly only in such case, Target may: (A) furnish information with respect to Target and its subsidiaries to the Person making such Acquisition Proposal; and/or (B) participate in any event within 24 hours in writingdiscussions or negotiations with, of any the Person making such Acquisition Proposal, and/or (C) waive any standstill provision or agreement that would otherwise prohibit such person from making an Acquisition Proposal, provided that Target shall not, and shall provide the Purchaser and the Company not allow its Representatives to, disclose any non-public information with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, hisrespect to Target to such Person (i) if such non-public information has not been previously provided to, or her Representatives is not concurrently provided to, Acquiror; (ii) without entering into a confidentiality and standstill agreement (if one has not already been entered into) which is customary in respect of, from or on behalf of any such Person situations and which is no less favourable to Target and no more favourable to the counterparty than the confidentiality and standstill provisions contained in connection therewith the Confidentiality Agreement; and if not in writing or electronic form, (iii) without providing a description of the material terms copy of such correspondence sent or communicated confidentiality agreement to the Shareholder, its affiliates or its, his, or her RepresentativesAcquiror.

Non-Solicitation. The Shareholder hereby covenants and irrevocably (a) East agrees that that, except as expressly contemplated by this Agreement, neither it nor any of the East Subsidiaries shall, from and East shall use its reasonable best efforts, and shall cause each of the date hereof until the earlier of East Subsidiaries to use their respective reasonable best efforts to, cause their respective Representatives not to (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial indirectly initiate or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, or knowingly encourage or otherwise knowingly facilitate (including by way of furnishing non-public information relating to East or providing copies ofany of the East Subsidiaries) any inquiries or the making or submission of any proposal that constitutes, access or could reasonably be expected to lead to, an Acquisition Proposal with respect to East, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.4(a), participate or disclosure ofengage in discussions or negotiations with, or disclose any confidential information, non-public information or data relating to East or any of the East Subsidiaries or afford access to the properties, facilities, books or records of the Company East or any of its the East Subsidiaries to any Person that has made an Acquisition Proposal with respect to East or entering to any Person in contemplation of making an Acquisition Proposal with respect to East, or (iii) accept an Acquisition Proposal with respect to East or enter into any form agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any inquiryAcquisition Proposal with respect to East (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.4) or (B) requiring, proposal intending to cause, or offer that constitutes which could reasonably be expected to cause East to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement (each, an “East Acquisition Proposal; Agreement”). Any violation of the foregoing restrictions by the East Subsidiaries or by any Representatives of East or any of the East Subsidiaries, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of East or any of the East Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by East. Notwithstanding anything to the contrary in this Agreement, prior to obtaining the East Stockholder Approval, East and the East Board may take any actions described in clause (ii) enter into in the first sentence of this Section 5.4(a) with respect to a third party if (w) after the date of this Agreement, East receives a written Acquisition Proposal with respect to East from such third party (and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or otherwise engage knowingly facilitated by East or participate any of the East Subsidiaries or any of their respective Representatives), (x) East provides Central the notice required by Section 5.4(g) with respect to such Acquisition Proposal, (y) the East Board determines in any discussions or negotiations good faith (after consultation with any Person (other than any Purchaser Party or Purchaser Party RepresentativeEast’s financial advisors and outside legal counsel) regarding any inquiry, that such proposal or offer that constitutes or could reasonably be expected to constitute lead to a Superior Proposal with respect to East, and (z) the East Board determines in good faith (after consultation with East’s outside legal counsel) that the failure to participate in such discussions or negotiations or to disclose such information or data to such third party would be inconsistent with its fiduciary duties; provided that East shall not deliver any information to such third party without first entering into an Acceptable Confidentiality Agreement with such third party. Notwithstanding the limitations set forth in this Section 5.4(a) and subject to compliance with East’s obligations contained in Section 5.4(g), if East receives, following the date hereof and prior to the East Stockholders’ Meeting, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.4, East and its Representatives may contact the Person or any of such Person’s Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that East may inform itself about such Acquisition Proposal. Nothing contained in this Section 5.4 shall prohibit East or the East Board from taking and disclosing to the East Stockholders a position with respect to an Acquisition Proposal;Proposal with respect to East pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law. (iiib) acceptNeither (i) the East Board nor any committee thereof shall directly or indirectly (A) withhold or withdraw (or amend, approve, endorse modify or recommendqualify in a manner adverse to Central or Merger Sub), or publicly propose or announce any intention to acceptwithhold or withdraw (or amend, modify or qualify in a manner adverse to Central or Merger Sub), the East Recommendation or (B) recommend, adopt or approve, endorse or recommend propose publicly to recommend, adopt or approve, any Acquisition Proposal, or take no position or remain neutral Proposal with respect to, to East (any public Acquisition Proposal; or action described in this clause (ivi) accept, approve, endorse, recommend being referred to as an “East Adverse Recommendation Change”) nor (ii) shall East or any of the East Subsidiaries execute or enter into an East Acquisition Agreement. Notwithstanding the foregoing, at any time prior to obtaining the East Stockholder Approval, and subject to East’s compliance in all material respects at all times with the provisions of this Section 5.4 and Section 5.3, in response to a Superior Proposal with respect to East that was not initiated, solicited, knowingly encouraged or publicly propose knowingly facilitated by East or any of the East Subsidiaries or any of their respective Representatives, the East Board may make an East Adverse Recommendation Change; provided, however, that East shall not be entitled to acceptexercise its right to make an East Adverse Recommendation Change in response to a Superior Proposal with respect to East (x) until three (3) Business Days after East provides written notice to Central (an “East Notice”) advising Central that the East Board or a committee thereof has received a Superior Proposal, approvespecifying the material terms and conditions of such Superior Proposal, endorseand identifying the Person or group making such Superior Proposal, recommend (y) if during such three (3) Business Day period, Central proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the East Board determines in good faith (after consultation with East’s financial advisors and outside legal counsel, and taking into account all financial, legal, and regulatory terms and conditions of such alternative transaction proposal, including any conditions to and expected timing of consummation, and any risks of non-consummation of such alternative transaction proposal) that such alternative transaction proposal is not at least as favorable to East and its stockholders as the Superior Proposal (it being understood that any change in the financial or execute other material terms of a Superior Proposal shall require a new East Notice and a new two (2) Business Day period under this Section 5.4(b)) and (z) unless the East Board, after consultation with outside legal counsel, determines that the failure to make an East Adverse Recommendation Change would be inconsistent with its fiduciary duties. (c) Notwithstanding the first sentence of Section 5.4(b), at any time prior to obtaining the East Stockholder Approval, and subject to East’s compliance in all material respects at all times with the provisions of this Section 5.4 and Section 5.3, in response to an East Intervening Event, the East Board may make an East Adverse Recommendation Change described in clause (A) of the definition thereof if the East Board (i) determines in good faith, after consultation with East’s outside legal counsel and any other advisor it chooses to consult, that the failure to make such East Adverse Recommendation Change would be inconsistent with its fiduciary duties, (ii) determines in good faith that the reasons for making such East Adverse Recommendation Change are independent of any Acquisition Proposal (whether pending, potential or otherwise) with respect to East and (iii) provides written notice to Central (an “East Notice of Change”) advising Central that the East Board is contemplating making an East Adverse Recommendation Change and specifying the material facts and information constituting the basis for such contemplated determination; provided, however, that (x) the East Board may not make such an East Adverse Recommendation Change until the third Business Day after receipt by Central of the East Notice of Change and (y) during such three (3) Business Day period, at the request of Central, East shall negotiate in good faith with respect to any changes or modifications to this Agreement which would allow the East Board not to make such East Adverse Recommendation Change consistent with its fiduciary duties. (d) Central agrees that, except as expressly contemplated by this Agreement or Section 5.4(d) of the Central Disclosure Letter, neither it nor any of the Central Subsidiaries shall, and Central shall use its reasonable best efforts, and shall cause each of the Central Subsidiaries to use their respective reasonable best efforts to, cause their respective Representatives not to (i) directly or indirectly initiate or solicit, or knowingly encourage or knowingly facilitate (including by way of furnishing non-public information relating to Central or any of the Central Subsidiaries) any inquiries or the making or submission of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal with respect to Central, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.4(d), participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to Central or any of the Central Subsidiaries or afford access to the properties, books or records of Central or any of the Central Subsidiaries to any Person that has made an Acquisition Proposal with respect to Central or to any Person in contemplation of making an Acquisition Proposal with respect to Central, or (iii) accept an Acquisition Proposal with respect to Central or enter into any agreement, including any letter of intent, understanding memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement relating or understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal with respect to Central (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.4) or (B) requiring, intending to cause, or which could reasonably be expected to cause Central to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement (each, a “Central Acquisition Proposal. (b) immediately cease Agreement”). Any violation of the foregoing restrictions by any of the Central Subsidiaries or by any Representatives of Central or any of the Central Subsidiaries, whether or not such Representative is so authorized and terminatewhether or not such Representative is purporting to act on behalf of Central or any of the Central Subsidiaries or otherwise, and cause shall be deemed to be terminateda breach of this Agreement by Central. Notwithstanding anything to the contrary in this Agreement, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to obtaining the Central Stockholder Approval, Central and the Central Board may take any actions described in clause (ii) in the first sentence of this Section 5.4(d) with respect to a third party if (w) after the date of this Agreement Agreement, Central receives a written Acquisition Proposal with respect to Central from such third party (and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or knowingly facilitated by Central or any Person of the Central Subsidiaries or any of their respective Representatives), (other than any Purchaser Party or Purchaser Party Representativex) Central provides East the notice required by Section 5.4(g) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any such Acquisition Proposal, (y) the Central Board determines in good faith (after consultation with Central’s financial advisors and outside legal counsel) that such proposal constitutes or could reasonably be expected to lead to a Superior Proposal with respect to Central, and (z) the Central Board determines in good faith (after consultation with Central’s outside legal counsel) that the failure to participate in such discussions or negotiations or to disclose such information or data to such third party would be inconsistent with its fiduciary duties; provided that Central shall provide not deliver any information to such third party without first entering into an Acceptable Confidentiality Agreement with such third party. Notwithstanding the Purchaser limitations set forth in this Section 5.4(d), and subject to compliance with Central’s obligations contained in Section 5.4(g), if Central receives, following the Company date hereof and prior to the Central Stockholders’ Meeting, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.4, Central and its Representatives may contact the Person or any of such Person’s Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that Central may inform itself about such Acquisition Proposal. Nothing contained in this Section 5.4 shall prohibit Central or the Central Board from taking and disclosing to the Central Stockholders a position with copies of all written documentsrespect to an Acquisition Proposal with respect to Central pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, correspondence in either case to the extent required by applicable Law. (e) Neither (i) the Central Board nor any committee thereof shall directly or other material received by the Shareholder, its affiliates indirectly (A) withhold or its, hiswithdraw (or amend or modify or qualify in a manner adverse to East), or her Representatives publicly propose or announce any intention to withhold or withdraw (or amend or modify or qualify in a manner adverse to East), the Central Recommendation or the Central Proposal or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal with respect of, from to Central (any action described in this clause (i) being referred to as a “Central Adverse Recommendation Change”) nor (ii) shall Central or on behalf any of any such Person in connection therewith and if not in writing the Central Subsidiaries execute or electronic formenter into, a description Central Acquisition Agreement. Notwithstanding the foregoing, at any time prior to obtaining the Central Stockholder Approval, and subject to Central’s compliance in all material respects at all times with the provisions of this Section 5.4 and Section 5.3, in response to a Superior Proposal with respect to Central, that was not initiated, solicited, knowingly encouraged or knowingly facilitated by Central or any of the Central Subsidiaries or any of their respective Representatives, the Central Board may make a Central Adverse Recommendation Change; provided, however, that Central shall not be entitled to exercise its right to make a Central Adverse Recommendation Change in response to a Superior Proposal with respect to Central (x) until three (3) Business Days after Central provides written notice to East (a “Central Notice”) advising East that the Central Board or a committee thereof has received a Superior Proposal, specifying the material terms and conditions of such correspondence sent Superior Proposal, and identifying the Person or communicated group making such Superior Proposal, (y) if during such three (3) Business Day period, East proposes any alternative transaction (including any modifications to the Shareholderterms of this Agreement), its affiliates or itsunless the Central Board determines in good faith (after consultation with Central’s financial advisors and outside legal counsel, hisand taking into account all financial, or her Representatives.legal, and regulatory terms and conditions of such alternative transaction proposal, including any conditions to and expected timing of consummation, and any risks of non-co

Non-Solicitation. The Shareholder hereby covenants (1) Except as provided in this Article 5, the Company and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) its Subsidiaries shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Company or otherwiseof any of its Subsidiaries (collectively, and shall not permit any such person to:“Representatives”): (ia) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal; (iib) continue, enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representativethe Purchasers and their affiliates) regarding any Acquisition Proposal or inquiry, proposal or offer reasonably expected to lead to an Acquisition Proposal, provided that the Company may (i) communicate in writing (with a copy to the Purchasers) to any Person solely for the purposes of clarifying the terms of any inquiry, proposal or offer made by such Person that constitutes or could would reasonably be expected to constitute or lead to, an Acquisitions Proposal (provided such inquiry, proposal or offer did not result from a breach by the Company of its obligations under this Article 5); (ii) advise any Person of the restrictions of this Agreement; and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute a Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (iiic) make a Change in Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than five (5) Business Days following such announcement or public disclosure will not be considered to be in violation of this Section 5.1 (or in the event that the Company Meetings are scheduled to occur within such five (5) Business Days period, prior to the third (3rd) Business Day prior to the date of the Company Meetings), provided the Board has rejected such Acquisition ProposalProposal and affirmed the Board Recommendation before the end of such five (5) Business Day period); or (ive) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to in respect of an Acquisition ProposalProposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3). (b2) The Company shall, and shall cause its Subsidiaries and its and their Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, negotiation or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representativethe Purchasers, the Equity Investor and their respective affiliates) with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Company will: (a) immediately discontinue disclosure of information to and access to the Data Room, any confidential information, properties, facilities and books and records for any such Person; and (cb) immediately notify within three (3) Business Days of the Purchaser and date hereof, request to the Companyextent it is entitled to do so, at first orally, and then promptly and in any event within 24 hours in writing, (i) the return or destruction of all copies of any Acquisition Proposal, and shall provide the Purchaser and confidential information regarding the Company with copies or any of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of Subsidiaries provided to any such Person and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in connection therewith and if not each case using its commercially reasonable efforts to ensure that such requests are fully complied with in writing or electronic form, a description of accordance with the material terms of such correspondence sent rights or communicated entitlements. (3) The Company covenants and agrees that (i) it shall take all commercially reasonable action necessary to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which it or any of its Subsidiaries is a party and (ii) neither it, nor any of its Subsidiaries or any of their respective Representatives have or will, without the Shareholderprior written consent of the Purchasers (which may be withheld or delayed in the Purchasers’ sole and absolute discretion), its affiliates or its, hisrelease any Person from, or her Representativeswaive, amend, suspend or otherwise modify such Person’s obligations respecting the Company or any of its Subsidiaries under any confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party (it being acknowledged by the Purchasers that the automatic termination or release of any standstill restrictions as a result of entering into and announcing this Agreement shall not be a violation of this Section 5.1(3)).

Non-Solicitation. The Shareholder hereby covenants and irrevocably (a) ReShape agrees that that, except as expressly contemplated hereby, neither it nor any of its Subsidiaries shall, from the date hereof until the earlier of and ReShape shall, and shall cause its Subsidiaries to, instruct its and their respective Representatives not to directly or indirectly (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notinitiate, directly seek, or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, or knowingly encourage or otherwise facilitate (including by way of furnishing non-public information) or providing copies oftake any other action that is reasonably expected to promote, access 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 ReShape, (ii) participate or disclosure ofengage in discussions or negotiations with, or disclose any confidential information, properties, facilities, books non-public information or records of the Company data relating to ReShape or any of its Subsidiaries or entering into afford access to the properties, books or records of ReShape or any form of agreement, arrangement or understanding) its Subsidiaries to any inquiry, proposal or offer Person that constitutes has made an Acquisition Proposal; Proposal with respect to ReShape, or (iiiii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or otherwise engage other similar agreement, with respect to an Acquisition Proposal with respect to ReShape (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04). ReShape shall, and shall cause its Subsidiaries and instruct its and their respective Representatives to, immediately upon the execution of this Agreement cause to be terminated any solicitation, encouragement, discussion or participate in any discussions negotiation with or negotiations with involving any Person (other than Obalon and its Affiliates) conducted heretofore by ReShape or any Purchaser Party Subsidiary thereof or Purchaser Party Representative) regarding any inquiryof its or their respective Representatives, proposal with respect to an Acquisition Proposal or offer that constitutes or which could reasonably be expected to constitute lead to an Acquisition Proposal;Proposal and in connection therewith, ReShape will immediately discontinue access by any Person (other than Obalon and its Affiliates) to any data room (virtual or otherwise) established by ReShape or its Representatives for such purpose. Notwithstanding anything to the contrary in this Agreement, prior to obtaining ReShape Stockholder Approval, ReShape and the ReShape Board may take any actions described in clause (ii) of this Section 6.04(a) with respect to a third party if (x) ReShape receives a written Acquisition Proposal with respect to ReShape from such third party (and such Acquisition Proposal was not initiated, sought, ​ ​ solicited, knowingly encouraged or facilitated in violation of this Section 6.04) and (y) such proposal constitutes, or ReShape Board determines in good faith, after consultation with its outside legal counsel and financial advisors, that such proposal is reasonably be expected to lead to, a Superior Proposal with respect to ReShape, provided that ReShape may deliver non-public information to such third party only pursuant to a confidentiality agreement containing terms no less favorable to ReShape with respect to confidentiality than the terms of the Confidentiality Agreement (including any standstill agreement or similar provisions) (an “Acceptable Confidentiality Agreement”). Nothing contained in this Section 6.04 shall prohibit ReShape or ReShape Board from taking and disclosing to holders of ReShape Common Stock a position with respect to an Acquisition Proposal with respect to ReShape pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law if the ReShape Board has reasonably determined in good faith, after consultation with ReShape’s outside legal counsel, that the failure to do so would be reasonably likely to be a breach of its fiduciary duties to the ReShape Stockholders; provided that this sentence shall not permit the ReShape Board to make a ReShape Adverse Recommendation Change, except to the extent permitted by Section 6.04(b) or Section 6.04(c). (iiib) acceptNeither the ReShape Board nor any committee thereof shall directly or indirectly (i) withhold, approvewithdraw (or amend, endorse qualify or recommendmodify in a manner adverse to Obalon or Merger Sub), or publicly propose to acceptwithdraw (or amend, qualify or modify in a manner adverse to Obalon or Merger Sub), the approval, recommendation or declaration of advisability by the ReShape Board or any such committee of the transactions contemplated by this Agreement, (ii) propose publicly to recommend, adopt or approve, endorse or recommend any Acquisition Proposal with respect to ReShape, or (iii) fail to reaffirm or re-publish the ReShape Recommendation within five (5) Business Days of being requested by Obalon to do so (any action described in this sentence being referred to as a “ReShape Adverse Recommendation Change”). For the avoidance of doubt, a change of ReShape Recommendation to “neutral” is a ReShape Adverse Recommendation Change. Notwithstanding the foregoing, at any time prior to obtaining ReShape Stockholder Approval, and subject to ReShape’s compliance at all times with the provisions of this Section 6.04 and Section 6.03, in response to a Superior Proposal with respect to ReShape that has not been withdrawn and did not result from a breach of Section 6.04(a), the ReShape Board may make a ReShape Adverse Recommendation Change; provided, however, that unless the ReShape Stockholders’ Meeting is scheduled to occur within the next ten (10) Business Days, ReShape shall not be entitled to exercise its right to make a ReShape Adverse Recommendation Change in response to a Superior Proposal with respect to ReShape (x) until five (5) Business Days after ReShape provides written notice to Obalon advising Obalon that the ReShape Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the Person or group making such Superior Proposal and including copies of all documents pertaining to such Superior Proposal (y) if during such five (5) Business Day period, Obalon proposes any alternative transaction (including any modifications to the terms of this Agreement), unless ReShape Board determines in good faith, after good faith negotiations between ReShape and Obalon (if such negotiations are requested by Obalon) during such five (5) Business Day period (after taking into account all financial, legal, and regulatory terms and conditions of such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal and the Superior Proposal) that such alternative transaction proposal is not at least as favorable to ReShape and its stockholders as the Superior Proposal and (z) unless ReShape Board determines that the failure to make a ReShape Adverse Recommendation Change would be a breach of its fiduciary obligations. (c) Notwithstanding the first sentence of Section 6.04(b), at any time prior to obtaining ReShape Stockholder Approval, in connection with any Intervening Event, the ReShape Board may make a ReShape Adverse Recommendation Change, after ReShape Board (i) determines in good faith that the failure to make such ReShape Adverse Recommendation Change would be a breach of its fiduciary duties to the stockholders of ReShape, (ii) determines in good faith that the reasons for making ​ ​ such ReShape Adverse Recommendation Change are independent of and unrelated to any pending Acquisition Proposal with respect to ReShape, and (iii) provides written notice to Obalon (a “ReShape Notice of Change”) advising Obalon that ReShape Board is contemplating making a ReShape Adverse Recommendation Change and specifying the material facts and information constituting the basis for such contemplated determination; provided, however, that, unless the ReShape Stockholders’ Meeting is scheduled to occur within the next five (5) Business Days, (x) ReShape Board may not make such a ReShape Adverse Recommendation Change until the fifth Business Day after receipt by Obalon of ReShape Notice of Change and (y) during such five (5) Business Day period, at the request of Obalon, ReShape shall negotiate in good faith with respect to any changes or modifications to this Agreement which would allow ReShape Board not to make such ReShape Adverse Recommendation Change, consistent with its fiduciary duties. (d) Obalon agrees that, except as expressly contemplated hereby, neither it nor any of its Subsidiaries shall, and Obalon shall, and shall instruct its Subsidiaries to, instruct its and their respective Representatives not to directly or indirectly (i) initiate, seek, or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take no position any other action that is reasonably expected to promote, directly or remain neutral 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 toto Obalon, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to Obalon or any of its Subsidiaries or afford access to the properties, books or records of Obalon or any of its Subsidiaries to any Person that has made an Acquisition Proposal; or Proposal with respect to Obalon, or (iviii) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, including any letter of intent, understanding memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, or arrangement relating other similar agreement with respect to an Acquisition Proposal. Proposal with respect to Obalon (b) immediately cease and terminateother than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04). Obalon shall, and shall cause its Subsidiaries and instruct its and their respective Representatives to, immediately upon the execution of this Agreement cause to be terminated, terminated any solicitation, encouragement, discussion, negotiation, discussion or other activities commenced prior to the date of this Agreement negotiation with or involving any Person (other than ReShape and its Affiliates) conducted heretofore by Obalon or any Purchaser Party Subsidiary thereof or Purchaser Party Representativeany of its or their respective Representatives, with respect to an Acquisition Proposal or which could reasonably be expected to lead to an Acquisition Proposal and in connection therewith, Obalon will immediately discontinue access by any Person (other than ReShape and its Affiliates) to any data room (virtual or otherwise) established by Obalon or its Representatives for such purpose. Notwithstanding anything to the contrary in this Agreement, prior to obtaining the Obalon Stockholder Approval, Obalon and the Obalon Board may take any actions described in clause (ii) of this Section 6.04(d) with respect to a third party if (x) Obalon receives a written Acquisition Proposal with respect to Obalon from such third party (and such Acquisition Proposal was not initiated, sought, solicited, knowingly encouraged or facilitated in violation of this Section 6.04) and (y) such proposal constitutes, or the Obalon Board determines in good faith that such proposal is reasonably be expected to lead to, a Superior Proposal with respect to Obalon, provided that Obalon may deliver non-public information to such third party only pursuant to an Acceptable Confidentiality Agreement (but in relation to Obalon rather than ReShape). Nothing contained in this Section 6.04 shall prohibit Obalon or the Obalon Board from taking and disclosing to the Obalon Stockholders a position with respect to an Acquisition Proposal with respect to Obalon pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, if the Obalon Board has reasonably determined in good faith, after consultation with Obalon’s outside legal counsel, that the failure to do so would be reasonably likely to be a breach of its fiduciary duties; provided that this sentence shall not permit the Obalon Board to make an Obalon Adverse Recommendation Change, except to the extent permitted by Section 6.04(e) or Section 6.04(f). (e) Neither the Obalon Board nor any committee thereof shall directly or indirectly (i) withhold, withdraw (or amend, qualify or modify in a manner adverse to ReShape), or publicly ​ ​ propose to withdraw (or amend, qualify or modify in a manner adverse to ReShape), the approval, recommendation or declaration of advisability by the Obalon Board or any such committee of the transactions contemplated by this Agreement including the issuance of Obalon Shares in the Merger, (ii) propose publicly to recommend, adopt or approve, any Acquisition Proposal; and Proposal with respect to Obalon or (ciii) immediately notify fail to reaffirm or re-publish the Purchaser and Obalon Recommendation within five (5) Business Days of being requested by ReShape to do so (any action described in this sentence being referred to as an “Obalon Adverse Recommendation Change”). For the Companyavoidance of doubt, a change of Obalon Recommendation to “neutral” is an Obalon Adverse Recommendation Change. Notwithstanding the foregoing, at first orallyany time prior to obtaining the Obalon Stockholder Approval, and then promptly subject to Obalon’s compliance at all times with the provisions of this Section 6.04 and Section 6.03, in any event within 24 hours response to a Superior Proposal with respect to Obalon that has not been withdrawn and did not result from a breach of Section 6.04(d), the Obalon Board may make an Obalon Adverse Recommendation Change; provided, however, that unless the Obalon Stockholders’ Meeting is scheduled to occur with the next ten (10) Business Days, Obalon shall not be entitled to exercise its right to make an Obalon Adverse Recommendation Change in writing, of any Acquisition response to a Superior Proposal with respect to Obalon (x) until five (5) Business Days after Obalon provides written notice to ReShape advising ReShape that the Obalon Board has received a Superior Proposal, specifying the material terms and shall provide conditions of such Superior Proposal, identifying the Purchaser Person or group making such Superior Proposal and the Company with including copies of all written documentsdocuments pertaining to such Superior Proposal, correspondence or other material received (y) if during such five (5) Business Day period, ReShape proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the Obalon Board determines in good faith, after good faith negotiations between Obalon and ReShape (if such negotiations are requested by ReShape) during such five (5) Business Day period (after and taking into account all financial, legal, and regulatory terms and conditions of such alternative transaction proposal and expected timing of consummation and the Shareholderrelative risks of non-consummation of the alternative transaction proposal and the Superior Proposal) that such alternative transaction proposal is not at least as favorable to Obalon and its stockholders as the Superior Proposal and (z) unless the Obalon Board determines that the failure to make an Obalon Adverse Recommendation Change would be a breach of its fiduciary obligations. (f) Notwithstanding the first sentence of Section 6.04(e), its affiliates or itsat any time prior to obtaining the Obalon Stockholder Approval, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith with any Intervening Event, the Obalon Board may make an Obalon Adverse Recommendation Change after the Obalon Board (i) determines in good faith that the failure to make such Obalon Adverse Recommendation Change would be a breach of its fiduciary duties to the stockholders of Obalon, (ii) determines in good faith that the reasons for making such Obalon Adverse Recommendation Change are independent of and if unrelated to any pending Acquisition Proposal with respect to ReShape, and (iii) provides written notice to Obalon (an “Obalon Notice of Change”) advising ReShape that the Obalon Board is contemplating making an Obalon Adverse Recommendation Change and specifying the material facts and information constituting the basis for such contemplated determination; provided, however, that, unless the Obalon Stockholders’ Meeting is scheduled to occur within the next five (5) Business Days, (x) the Obalon Board may not in writing or electronic form, a description make such an Obalon Adverse Recommendation Change until the fifth Business Day after receipt by ReShape of the material terms Obalon Notice of Change and (y) during such correspondence sent five (5) Business Day period, at the request of ReShape, Obalon shall negotiate in good faith with respect to any changes or communicated modifications to this Agreement which would allow the ShareholderObalon Board not to make such Obalon Adverse Recommendation Change, consistent with its affiliates or its, his, or her Representativesfiduciary duties. (g) Obalon and ReShape agree that in addition to their respecti

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Except as expressly provided in this Article 5, the Target shall not, and none of its Subsidiaries shall, directly or indirectly, through any officer, officer or director, employeeinvestment bankers, representative attorneys, accountants and other advisors or representatives of the Target and its Subsidiaries (including any financial such directors, officers, investment bankers, attorneys, accountants and other advisors or other advisor) representatives, collectively, “Representatives”), directly or agent or otherwise, and shall not permit any such person toindirectly: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company Target or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingunderstanding (other than a confidentiality agreement permitted by and in accordance with Section 5.3)) any inquiry, proposal or offer (whether public or otherwise) that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (ii) enter into into, continue or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser and its affiliates or any Purchaser Party Person acting jointly or Purchaser Party Representativein concert with any of the foregoing) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Target shall be permitted to: (i) communicate with any Person solely for the purposes of clarifying the terms of any inquiry, proposal or offer made by such Person that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (ii) advise any Person of the restrictions of this Agreement; and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (iii) make a Change in Recommendation; (iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into (other than a confidentiality agreement permitted by and in accordance with Section 5.3) any agreement, letter agreement in respect of intent, understanding an Acquisition Proposal (it being understood that publicly taking no position or arrangement relating a neutral position with respect to an Acquisition ProposalProposal for a period of no more than five Business Days following the formal announcement or public disclosure of such Acquisition Proposal or, in the event that the Target Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the Target Meeting will not be considered to be in violation of this Section 5.1); or (v) authorize any of or commit to or agree to do any of the foregoing. (b) The Target shall, and shall cause its Subsidiaries and its and its Subsidiaries’ Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, discussion or other activities negotiation commenced prior to the date of this Agreement with any Person (other than any with the Purchaser Party or Purchaser Party Representativeand its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Target will: (i) promptly discontinue access to and disclosure of all confidential information, including any data room and any access to the properties, facilities, books and records of the Target or of any of its Subsidiaries; and (cii) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writingtwo (2) Business Days from the date of this Agreement, request (i) the return or destruction of all copies of any confidential information regarding the Target or any Subsidiary provided to any Person (other than the Purchaser) since January 1, 2024, in respect of a possible Acquisition Proposal, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Target or any Subsidiary, using its commercially reasonable efforts to ensure that such requests are complied with in accordance with the terms of such rights or entitlements. (c) The Target agrees that it shall provide (i) take all necessary measures to enforce any confidentiality, standstill or similar agreement, covenant or restriction to which the Target or any Subsidiary is a party or may hereafter become a party in accordance with Section 5.3, and (ii) not release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Target, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement, covenant or restriction to which the Target or any of its Subsidiaries is a party (it being acknowledged by the Purchaser and that the Company with copies automatic termination or release of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf any standstill restrictions of any such Person in connection therewith and if not in writing or electronic form, agreements as a description result of the material terms entering into and announcement of this Agreement shall not be a violation of this Section 5.1(c) and provided further for greater certainty that the foregoing shall not prevent the Board or any committee thereof from considering an Acquisition Proposal from a Person that has entered into a confidentiality and standstill agreement pursuant to Section 5.3 and accepting a Superior Proposal that might be made by any such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesPerson).

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees Except to the extent that the Company or its Board of Directors is permitted to do so under the Merger Agreement, but subject to any limitations imposed on the Company or its Board of Directors under the Merger Agreement, such Stockholder agrees, solely in its capacity as a stockholder of the Company, that it shallshall not, from the date hereof until the earlier of and shall cause its Affiliates and shall use its reasonable best efforts to cause its and their respective Representatives not to (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial indirectly initiate or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, or knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of non-public information relating to the Company or any of its Subsidiaries Subsidiaries) any inquiries or entering the making or submission of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal with respect to the Company, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries, to any Person that has made an Acquisition Proposal with respect to the Company or to any Person in contemplation of making an Acquisition Proposal with respect to the Company, or (iii) accept an Acquisition Proposal with respect to the Company or enter into any form agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to or would reasonably be expected to lead to, any inquiryAcquisition Proposal with respect to the Company or (B) requiring, proposal intending to cause, or offer that constitutes an Acquisition Proposal; (ii) enter into which could reasonably be expected to cause the Company to abandon, terminate or otherwise engage fail to consummate the Integrated Mergers or participate in any other transaction contemplated by the Merger Agreement. Each Stockholder will, and will cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) conducted heretofore with respect to any Acquisition Proposal; and (cProposal with respect to the Company. Nothing contained in this Section 3(e) immediately notify shall prevent any Person affiliated with such Stockholder who is a director or officer of the Purchaser and Company or designated by such Stockholder as a director of officer of the Company from taking actions in his capacity as a director or officer of the Company, at first orally, and then promptly and in including taking any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description actions permitted under Section 5.4 of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesMerger Agreement.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it Stockholder shall, from the date hereof until the earlier of and shall cause its affiliates and its and its affiliates’ respective directors, officers, employees, investment bankers, legal, financial and other advisors or representatives (icollectively, “Stockholder Representatives”) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notnot to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage encourage, or otherwise facilitate (including by way of furnishing induce the making, submission or providing copies announcement of, access toan Acquisition Proposal (as defined in the Merger Agreement), (ii) furnish to any person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its subsidiaries, or disclosure of, any confidential informationafford access to the business, properties, facilitiesassets, books or records of the Company or any of its Subsidiaries subsidiaries to any person (other than Parent, Merger Sub or entering into any form designees of agreementParent or Merger Sub), arrangement or understanding) take any inquiry, other action intended to assist or facilitate any inquiries or the making of any proposal or offer that constitutes or could lead to an Acquisition Proposal; , (iiiii) enter into participate or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected person with respect to constitute an Acquisition Proposal; , (iiiiv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any an Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (ivv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, memorandum of understanding or arrangement other contract contemplating or otherwise relating to an Acquisition Proposal. Transaction or (bvi) immediately cease and terminate, and cause to be terminated, amend or waive any solicitation, encouragement, discussion, negotiation, rights under any “standstill” or other activities commenced prior to similar agreement between the date Company or any of this Agreement with its subsidiaries and any Person person (other than Parent); provided, however, that Stockholder may engage in any Purchaser Party of the foregoing activities if and solely to the extent that the Company is permitted to engage in such activities pursuant to Section 6.1 of the Merger Agreement. Stockholder shall immediately cease any and all existing activities, discussions or Purchaser Party Representative) negotiations with any persons conducted heretofore with respect to any Acquisition Proposal; and (c) immediately notify . Without limiting the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description generality of the material terms foregoing, Stockholder acknowledges and hereby agrees that any violation of such correspondence sent the restrictions set forth in this Section 5 by Stockholder or communicated any Stockholder Representatives shall be deemed to the Shareholder, be a breach of this Section 5 by Stockholder. Stockholder shall not enter into any letter of intent or similar document or any agreement contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to its affiliates or its, his, or her Representativesterms.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall(i) Except as otherwise permitted by this Agreement, from the date hereof until the earlier of (i) the termination of Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article 4 Section 7.1 (Termination), the Company shall not, and (ii) the Effective Time: shall cause its Subsidiaries and each of its and their respective directors and officers not to, and shall instruct and use its reasonable best efforts to cause its other Representatives not to, (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, propose, induce or knowingly encourage or otherwise knowingly facilitate (the making or submission of any offer, inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Alternative Acquisition Proposal, including by way of (1) providing or furnishing to any Person (other than Parent and its Representatives) any non-public information or providing copies ofdata relating to the Company, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into their respective businesses, properties or assets and (2) affording access to any form personnel of agreementthe Company or its Subsidiaries to any Person (other than Parent and its Representatives), arrangement or understanding) any inquiryin each case, proposal or offer that constitutes in connection with an Alternative Acquisition Proposal; ; (iib) continue, enter into into, engage in or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representativeand their respective Representatives) regarding any inquiryAlternative Acquisition Proposal (or inquiries, proposal offers or offer proposals or any other effort or attempt that constitutes or could reasonably be expected to constitute lead to an Alternative Acquisition Proposal; ) (iiiexcept, in each case, to notify such Person as to the existence of the provisions of this Section 5.5(a)); (c) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating agreement with respect to an Alternative Acquisition ProposalProposal (except for confidentiality agreements permitted under Section 5.5(a)(ii)); or (d) agree or resolve to take, or take, any of the actions prohibited by clauses (a), (b) or (c) of this sentence. Subject to Section 5.5(a)(ii), as of the date hereof, the Company shall immediately cease, and cause its Subsidiaries and the Representatives of the Company and its Subsidiaries to immediately cease, any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. (bii) immediately cease and terminateNotwithstanding the foregoing in this Section 5.5(a), and cause to be terminated, at any solicitation, encouragement, discussion, negotiation, or other activities commenced time prior to the date receipt of this Agreement the Requisite Stockholder Approval, if the Company or its Representatives receives an unsolicited bona fide written Alternative Acquisition Proposal from any Third Party (not resulting from a breach of Section 5.5(a)), (i) the Company and its Representatives may contact the Third Party (including its Representatives) making such Alternative Acquisition Proposal solely to clarify the terms and conditions thereof, and (ii) if the board of directors of the Company determines in good faith, after consultation with any Person outside legal and financial advisors, that such Alternative Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to lead to a Superior Proposal, then the Company and its Representatives may: (other than any Purchaser A) engage in discussions or negotiations with the Third Party or Purchaser Party Representative(including its Representatives) with respect to any such Alternative Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly (B) furnish non-public information relating to the Company or any of its Subsidiaries to the Third Party making such Alternative Acquisition Proposal (including its Representatives) if, prior to so furnishing such information, the Third Party has executed a confidentiality agreement with the Company having provisions as to the confidential treatment of information that are not materially less favorable in the aggregate to the Company than the confidentiality provisions of the Confidentiality Agreement; provided that (x) such confidentiality agreement does not contain provisions which prohibit the Company from providing any information to Parent in accordance with this Section 5.5(a)(ii) or that otherwise prohibits the Company from complying with the provisions of this Section 5.5(a)(ii) and (y) the Company provides to Parent and Merger Sub any non-public information that is provided to such Third Party that was not previously made available to Parent or Merger Sub prior to or substantially concurrently with the time it is provided to such Third Party (and in any event within 24 48 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesthereof).

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notNeither Pro-Fac, nor the Company nor any of their respective Subsidiaries shall (whether directly or indirectlyindirectly through their respective officers, through any officerdirectors, directoradvisors, employeeagents, representative (including any financial representatives or other advisor) intermediaries), nor shall Pro-Fac, the Company or agent any of their respective Subsidiaries authorize or otherwise, and shall not permit any such person to: of their respective officers, directors, advisors, agents, representatives or other intermediaries (ithe "Company Representatives") to (a) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing non-public information) or providing copies oftake any action to facilitate the submission of any inquiries, access proposals or offers (whether or not in writing) from any Person (other than Buyer and its Affiliates), other than the transactions contemplated by this Agreement, that constitute, or are reasonably expected to lead to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; , (iib) enter into or otherwise engage or participate in any discussions or negotiations with regarding an Acquisition Proposal or (c) afford access to the properties, books or records of Pro-Fac, the Company or any of their respective Subsidiaries to any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably may be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommendconsidering making, or publicly propose to accepthas made, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) The Company shall immediately notify Buyer orally and shall promptly (and in no event later than 24 hours) notify Buyer in writing after having received any Acquisition Proposal, or request for nonpublic information relating to Pro-Fac, the Company or any of their respective Subsidiaries or for access to the properties, books or records of Pro-Fac, the Company or any of their respective Subsidiaries regarding an Acquisition Proposal (such oral and written notices shall identify the Person making such proposal or request and, if a proposal is made, setting forth the material terms thereof). The Company will keep Buyer fully informed, on a current basis, of the status and details of any such Acquisition Proposal or request. (c) Neither Pro-Fac, nor the Company, nor the Pro-Fac Board, nor any committee thereof shall withdraw or modify, or propose to withdraw or modify, in any manner adverse to Buyer, the approval or recommendation of this Agreement or the agreements and transactions contemplated hereby, or propose publicly to approve or recommend an Acquisition Proposal, unless (i) the withdrawal or modification of the approval or recommendation of this Agreement and the agreements and transactions contemplated hereby or the approval or recommendation of another proposal is, in the opinion of Pro-Fac's outside counsel, required, in response to an unsolicited bona fide written Superior Proposal, in order for the Pro-Fac Board to comply with its fiduciary duties to its stockholders under applicable law, and (ii) Pro-Fac and the Company have fully and completely complied with this Section 6.9. Nothing in this Section 6.9(c) shall prohibit Pro-Fac, the Company or Pro-Fac's Board from taking and disclosing to Pro-Fac's stockholders a position with respect to an Acquisition Proposal by a third party to the extent required under the Exchange Act or from making such disclosure to Pro-Fac's stockholders which, in the judgment of Pro-Fac's outside counsel, is required under applicable law; provided, that nothing in this sentence shall affect the obligations of Pro-Fac, the Company and Pro-Fac's Board under any other provision of this Agreement. (d) Pro-Fac and the Company shall immediately cease and terminatecause their respective Subsidiaries, officers, directors, advisors, agents, representatives and other intermediaries to cease immediately and cause to be terminatedterminated any and all existing activities, any solicitation, encouragement, discussion, negotiation, discussions or other activities commenced prior to the date of this Agreement negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) conducted heretofore with respect to any Acquisition Proposal; and (c) immediately notify , and following the Purchaser Closing, each of Pro-Fac and the Company, at first orallyas applicable, and then promptly and shall use its commercially reasonable efforts to cause any such parties in any event within 24 hours in writing, possession of any Acquisition Proposal, and shall provide the Purchaser and confidential information about Pro-Fac or the Company with copies of all written documents, correspondence or other material received that was furnished by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of Pro-Fac or the Company to return or destroy all such information in the possession of any such Person party or in connection therewith the possession of any agent or advisor of any such party. Pro-Fac and if the Company agrees not to release any third party from or waive any provisions of confidentiality in writing or electronic form, any confidentiality agreement to which the Company is a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesparty.

Non-Solicitation. (a) The Shareholder hereby covenants and irrevocably Company agrees that that, except as expressly contemplated hereby, neither it nor any of its Subsidiaries shall, from and the date hereof until the earlier of Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notinitiate, directly seek or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, or knowingly encourage or otherwise facilitate (including by way of furnishing non-public information) or providing copies oftake any other action that is reasonably expected to promote, access directly or indirectly, any inquiries or the making or submission of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal with respect to the Company; (ii) participate or disclosure ofengage in discussions (except to notify a Person that makes an inquiry, offer or proposal related to an Acquisition Proposal with respect to the Company of the existence of the provisions of this Section 6.04 or to clarify whether any confidential informationsuch inquiry, offer or proposal constitutes an Acquisition Proposal with respect to the Company) or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, facilities, books or records of the Company or any of its Subsidiaries to, any Person or entering group of Persons (or any of their Affiliates or Representatives) that is seeking to make, has made or could be reasonably expected to make, or otherwise in connection with, an Acquisition Proposal with respect to the Company, (iii) enter into any form Contract (or any letter of intent, memorandum of understanding, agreement in principle or other similar contract or agreement) with respect to an Acquisition Proposal with respect to the Company (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04), arrangement (iv) take any action or understandingexempt any third party from the restrictions on “business combinations” or any similar provision contained in any applicable Takeover Law or the Company’s Organizational Documents or grant a waiver under Section 203 of the DGCL, or (v) resolve, publicly propose or agree to do any inquiryof the foregoing. The Company shall, proposal and shall cause its Subsidiaries and instruct its and their respective Representatives to, immediately upon the execution of this Agreement cause to be terminated any solicitation, encouragement, discussion or offer that constitutes negotiation with or involving any Person or group of Persons, or any of their Affiliates (other than Parent or its Affiliates), conducted heretofore by the Company or any Subsidiary thereof or any of its or their respective Representatives, with respect to an Acquisition Proposal or which could reasonably be expected to lead to an Acquisition Proposal; , and, in connection therewith, the Company shall immediately discontinue access by any Person or group of Persons, and any of their Affiliates (other than Parent or its Affiliates), to any data room (virtual or otherwise) established by the Company or its Representatives for such purpose. Within two (2) Business Days from the Original Execution Date, the Company shall request the return or destruction of all confidential, non-public information provided to third parties that have entered into confidentiality agreements with the Company or any Subsidiary thereof in connection with consideration of any Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, prior to obtaining the Company Stockholder Approval, the Company and the Company Board may take any actions described in clause (ii) enter into or otherwise engage or participate of this Section 6.04(a) with respect to a third party if (A) the Company receives a bona fide unsolicited written Acquisition Proposal with respect to the Company from such third party after the Original Execution Date (and such Acquisition Proposal did not result from a violation of this Section 6.04) and (B) such proposal constitutes, and the Company Board determines in any discussions or negotiations good faith (after consultation with any Person (other than any Purchaser Party or Purchaser Party Representativeits financial advisor and outside legal counsel) regarding any inquiry, that such proposal or offer that constitutes or could reasonably be expected to constitute lead to, a Superior Proposal with respect to the Company, and, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the fiduciary duties of the Company Board under applicable Law; provided that the Company may deliver non-public information to such third party only pursuant to a confidentiality agreement containing terms no less favorable to the Company with respect to confidentiality than the terms of the Confidentiality Agreement and that does not include any provision calling for any exclusive right to negotiate with any third party or otherwise having the effect of prohibiting the Company from satisfying any of its obligations hereunder (an “Acceptable Confidentiality Agreement”) so long as the Company (I) concurrently provides to Parent any information and data concerning the Company or any Subsidiary or access provided to such third party that was not previously made available to Parent, and (II) sends a copy of such Acceptable Confidentiality Agreement to Parent promptly (and in any event within twenty-four (24) hours) following its execution and delivery (and the Company shall not thereafter terminate, waive, amend, release or modify any material provisions of such Acceptable Confidentiality Agreement). Nothing contained in this Section 6.04 shall prohibit the Company or the Company Board from taking and disclosing to the Company Stockholders a position with respect to an Acquisition Proposal;Proposal with respect to the Company pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, if the Company Board has reasonably determined in good faith (after consultation with its outside legal counsel), that the failure to do so would be inconsistent with its fiduciary duties to the Company Stockholders under applicable Law, provided that this sentence shall not permit the Company Board to make a Company Adverse Recommendation Change, except to the extent permitted by Section 6.04(b) or Section 6.04(c). Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 6.04(a) by any of the Company’s or its Subsidiaries’ respective Representatives shall be deemed to be a breach of this Section 6.04(a) by the Company. (b) Neither the Company Board nor any committee thereof shall directly or indirectly (i) withhold, withdraw (or amend, qualify or modify in a manner adverse to Parent or Merger Sub), or publicly propose to withhold or withdraw (or amend, qualify or modify in a manner adverse to Parent or Merger Sub) the approval, recommendation or declaration of advisability by the Company Board or any such committee of the transactions contemplated by this Agreement, (ii) fail to include the Company Recommendation in the Proxy Statement, (iii) acceptpropose publicly to recommend, approveadopt or approve any Acquisition Proposal with respect to the Company, endorse (iv) fail to publicly reaffirm or re-publish the Company Recommendation within five (5) Business Days of being requested by Parent to do so (or if earlier, at least two (2) Business Days prior to the Company Stockholders’ Meeting), (v) fail to send to the Company Stockholders, within ten (10) Business Days after the commencement of a tender or exchange offer relating to the Company Shares (or if earlier, at least two (2) Business Days prior to the Company Stockholders’ Meeting), a statement disclosing that the Company recommends rejection of such tender or exchange offer and reaffirming the Company Recommendation (provided that the taking of no position or a neutral position by the Company Board in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to recommend against acceptance of such offer), or (vi) approve or recommend, publicly declare advisable or publicly propose to approve or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, Contract (or any letter of intent, understanding memorandum of understanding, agreement in principle or arrangement relating other similar contract or agreement) with respect to an Acquisition Proposal relating to the Company (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04) (any action described in this sentence being referred to as a “Company Adverse Recommendation Change”). Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval (but not after), and subject to the Company’s compliance at all times with the provisions of this Section 6.04 and Section 6.03, the Company Board may make a Company Adverse Recommendation Change or terminate this Agreement in order to enter into a definitive agreement with respect to a Superior Proposal pursuant to Section 6.04(a), in each case, if: (1) the Company receives a bona fide written Acquisition Proposal with respect to the Company after the Original Execution Date, that has not been withdrawn and did not result from a breach of Section 6.04(a), and the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal constitutes a Superior Proposal; and (2) the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that failure to take such action in response to such Superior Proposal would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that the Company Board shall not be entitled to take any such action in response to a Superior Proposal with respect to the Company unless (x) the Company provides written notice to Parent at least four (4) Business Days in advance of taking any such action, which notice shall advise Parent that the Company Board has received a Superior Proposal, specify the material terms and conditions of such Superior Proposal, identify the Person or group of Persons making such Superior Proposal and include copies of all documents pertaining to such Superior Proposal as specified in Section 6.04(d); (y) the Company negotiates in good faith with Parent (to the extent Parent wishes to negotiate) during such four (4) Business Day period to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal; and (z) at the end of such four (4) Business Day period the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and financial advisor and taking into account any alternative transaction proposed in writing by Parent, all financial, legal, regulatory and other terms and conditions of any such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal and the Superior Proposal) that such Superior Proposal continues to constitute a Superior Proposal and that the failure to make a Company Adverse Recommendation Change or terminate this Agreement in order to enter into a definitive agreement with respect to a Superior Proposal pursuant to Section 6.04(a), in response to such Superior Proposal would be inconsistent with the directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.04(b), and will require a new notice pursuant to clause (x) hereof, except that references in this Section 6.04(b) to “four (4) Business Days” shall be deemed to be references to “two (2) Business Days” and such two (2) Business Day period shall expire at 11:59 p.m. (New York City time) on the second Business Day immediately following the day on which such new notice is delivered (it being understood and agreed that in no event shall any such additional two (2) Business Day period be deemed to shorten the initial four (4) Business Day period). (bc) immediately cease and terminateNotwithstanding the first sentence of Section 6.04(b), at any time prior to obtaining the Company Stockholder Approval (but not after), in connection with any Intervening Event with respect to the Company, the Company Board may make a Company Adverse Recommendation Change if, and cause to be terminatedonly if, any solicitationan Intervening Event has occurred, encouragement, discussion, negotiation, or other activities commenced and prior to taking such action, the date Company Board determines in good faith (after consultation with its financial adviser and outside legal counsel), that the failure to make such Company Adverse Recommendation Change would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that, the Company Board shall not be entitled to make any such Company Adverse Recommendation Change in response to an Intervening Event with respect to the Company unless (x) the Company provides written notice to Parent at least four (4) Business Days in advance of taking any such action, which notice shall advise Parent that an Intervening Event has occurred and include a reasonably detailed description of such Intervening Event; (y) the Company negotiates in good faith with Parent (to the extent Parent wishes to negotiate) during such four (4) Business Day period to make such revisions to the terms of this Agreement so that the failure to take such action would no longer be inconsistent with the directors’ fiduciary duties under applicable Law; and (z) at the end of such four (4) Business Day period the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and financial advisor and taking into account any alternative transaction proposed in writing by Parent, all financial, legal, regulatory and other terms and conditions of any such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal) that the failure to make such Company Adverse Recommendation Change in response to such Intervening Event would be inconsistent with the directors’ fiduciary duties under applicable Law. (d) As promptly as practicable after receipt thereof (and in any event, within one (1) Business Day), the Company shall advise Parent in writing of any Acquisition Proposal with respect to the Company received from any Person (other than or group of Persons, or any Purchaser Party request for information, inquiry, discussions or Purchaser Party Representative) negotiations with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and Proposal with respect to the Company, at first orallyand the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and then the Company shall promptly (and in any event event, within 24 hours one (1) Business Day) provide to Parent copies of any written materials received by the Company in writingconnection with any of the foregoing and the identity of the Person or group of Persons making any such request, Acquisition Proposal or inquiry or with whom any discussions or negotiations are taking place. The Company shall simultaneously provide to Parent any non-public information concerning the Company or its Subsidiaries provided to any other Person or group of Persons in connection with any Acquisition Proposal which was not previously provided to Parent. The Company shall keep Parent promptly and fully informed of the status of any Acquisition Proposal, Proposals (including the identity of the parties and price involved and any changes to any material terms and conditions thereof). The Company shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, hisnot release, or her Representatives in respect permit any of its Affiliates to release, any Person from, or waive any provisions of, from any confidentiality or on behalf of standstill agreement to which it is a party or fail to enforce, to the fullest extent permitted under applicable Law, any such Person in connection therewith and if not in writing standstill or electronic form, a description of the material terms of such correspondence sent or communicated similar agreement to the Shareholder, its affiliates or its, his, or her Representativeswhich it is party.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shallits subsidiaries shall not, from the date hereof until the earlier of (i) the termination of this Agreement pursuant and shall use their best efforts to Article 4 and (ii) the Effective Time: (a) notcause their officers, directors, employees or other agents not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) take any action to solicit, assistinitiate or knowingly encourage, initiate, knowingly encourage induce or otherwise facilitate (including by way of furnishing any Acquisition Proposal or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes may reasonably be expected to lead to an Acquisition Proposal; , (ii) enter into furnish or disclose any nonpublic information relating to Milan or any of its Subsidiaries or afford access to the properties, books or records of Milan or any of its Subsidiaries to, or otherwise engage knowingly cooperate in any way with, any Person that may be considering making, is otherwise seeking to make, or has made, an Acquisition Proposal or has agreed to endorse an Acquisition Proposal, or (iii) participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer third party that constitutes or could is reasonably be expected to constitute make, or has made, an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to regarding an Acquisition Proposal. . Shareholder will promptly (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and but in any event within 24 hours in writingone (1) Business Day) notify the Company upon receipt of an Acquisition Proposal or any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to Milan or any of its Subsidiaries or for access to the properties, books or records of Milan or any of its Subsidiaries by any Person that may be considering making, or has made, an Acquisition Proposal and will keep the Company fully informed of the status and details of any such Acquisition Proposal, and shall provide indication or request, including the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description identity of the material terms of Person making such correspondence sent Acquisition Proposal, indication or communicated to the Shareholder, its affiliates or its, his, or her Representativesrequest.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notWithout limitation on the Company's other obligations under this Agreement, the Company agrees that neither it nor any of its subsidiaries nor any of its officers and directors or the officers and directors of any of its subsidiaries will, and that it will not permit its or its subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisorexcept as permitted by Section 5.04(c) or agent or otherwise, and shall not permit any such person to: (i) initiate, solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way any inquiries or the making of furnishing any proposal or providing copies of, access offer with respect to, or disclosure a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution, extraordinary dividend or similar transaction involving it or any of its Significant Subsidiaries (as defined in Section 9.03), or any purchase or sale of 10% or more of the consolidated assets (including without limitation stock of its subsidiaries) of the Company and its subsidiaries taken as a whole, or any purchase or sale of, any confidential informationor tender or exchange offer for, properties, facilities, books or records the equity securities of the Company or any of its subsidiaries that, if consummated, would result in any person (or the stockholders of such person) beneficially owning securities representing 20% or more of the total voting power of the Company (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries (any such proposal, offer or entering into any form of agreement, arrangement or understanding) any inquiry, transaction (other than a proposal or offer that constitutes made by Parent or an affiliate thereof) being hereinafter referred to as an "Acquisition Proposal"), (ii) have any discussion with or provide any information or data to any person relating to an Acquisition Proposal; (ii) enter into , or otherwise engage in or participate in continue any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute concerning an Acquisition Proposal; , or facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) accept, approve, endorse approve or recommend, or propose publicly propose to acceptapprove or recommend, approve, endorse or recommend any Acquisition Proposal, Proposal or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) acceptapprove or recommend, approveor propose to approve or recommend, endorse, recommend or execute or enter into or publicly propose to acceptinto, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding agreement in principle, merger agreement, acquisition agreement, option agreement, confidentiality agreement or arrangement relating other similar agreement or propose publicly or agree to an do any of the foregoing related to any Acquisition Proposal. (b) immediately cease The Board of Directors of the Company shall not effect a Change in the Company Recommendation (as defined in Section 6.01(a)) unless: (1) the Company Stockholders Meeting shall not have occurred and terminatethere shall have been no breach of Section 5.04(a), and cause and (2) after consultation with outside counsel, the Board of Directors of the Company determines in good faith that it is required to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior take such action in order to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; anddischarge properly its fiduciary duties under applicable law. (c) immediately notify Notwithstanding Section 5.04(a) but subject to Section 5.04(e), the Purchaser Company may engage in any discussions and the Company, at first orallynegotiations with, and then promptly provide information and data to, any person and such person's representatives and financing sources in response to an unsolicited bona fide written Acquisition Proposal by any event within 24 hours such person, so long as: (1) the Company Stockholders Meeting shall not have occurred and there shall have been no breach of Section 5.04(a), (2) the Board of Directors of the Company concludes in writinggood faith that such Acquisition Proposal is reasonably likely (including after further discussions and negotiations) to result in a Superior Proposal (as defined below) or, after consultation with outside counsel, the Board of Directors of the Company determines in good faith that it is required to take such action in order to discharge properly its fiduciary duties under applicable law, (3) prior to providing any such information or data to any person in connection with an Acquisition ProposalProposal by any such person, and shall provide the Purchaser Board of Directors of the Company receives from such person an executed confidentiality agreement having provisions that are customary in such agreements, as advised by outside counsel, provided that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions, or omits restrictive provisions, contained in the Confidentiality Agreement dated February 9, 2001 between Parent and the Company with copies of all written documents(the "Confidentiality Agreement"), correspondence then the Confidentiality Agreement will be deemed to be amended to contain only such less restrictive provisions or other material received by to omit such restrictive provisions, as the Shareholdercase may be, its affiliates or its, his, or her Representatives in respect of, from or on behalf of and (4) prior to providing any such Person in connection therewith information or data or entering into such discussions or negotiations, the Company notifies Parent promptly of the name of the person making such Acquisition Proposal and if not in writing or electronic form, a description of the material terms and conditions thereof. (d) For purposes of such correspondence sent this Agreement, "Superior Proposal" means a bona fide written Acquisition Proposal that either is not subject to a financing contingency, or communicated if it is subject to a financing contingency, is accompanied by executed financing commitments from bona fide lenders in customary form and in a sufficient amount, and is on terms that the Board of Directors of the Company in good faith concludes (following receipt of the advice of its financial advisors and outside counsel), taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, (i) will, if consummated, result in a transaction that is more favorable to the Shareholder, its affiliates or its, his, or her RepresentativesCompany's stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is likely to be completed.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notNeither Pubco (or any affiliate thereof) nor Verano (or any affiliate thereof) will, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage encourage, co-operate with or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries non-public information or entering into any form of agreement, arrangement arrangement, letter of intent or understanding) the submission, initiation or continuation of any inquiryoral or written inquiries, proposal proposals or offer expressions of interest regarding, constituting or that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute an Acquisition Proposal; (iii) acceptlead to any activity, approve, endorse arrangement or recommend, transaction or publicly propose any activities or solicitations in opposition to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral in competition with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposalthe Business Combination. (b) immediately cease and terminateWithout limiting the generality of Section 4.1(a), and cause neither Pubco (nor any affiliate thereof) nor Verano (nor any affiliate thereof) will, directly or indirectly, induce or attempt to be terminatedinduce any other person to initiate, or facilitate the initiation of, any solicitationshareholder proposal or “takeover bid”, encouragementexempt or otherwise, discussion, negotiation, within the meaning of applicable Securities Laws or other activities commenced prior business combination or transaction, for its securities or assets, nor undertake any transaction or negotiate any transaction which would be or potentially could be in opposition to or in conflict with the date of this Agreement with Business Combination (each, a “Proposal”), including, without limitation, allowing access to any Person third party (other than representatives of Verano or Pubco, any Purchaser Party party to the AME Agreement and Plan of Merger (or Purchaser Party Representativeany such party’s representatives), or the agents in relation to the Private Placement or the Pubco Fairness Opinion) with respect to conduct due diligence, or permitting any Acquisition Proposal; andof their officers, directors, managers or shareholders to authorize such access. (c) immediately In the event that Pubco receives an unsolicited Proposal prior to the Pubco Meeting, the Pubco Board may, prior to the Pubco Meeting, recommend such Proposal or change, modify or withdraw any of its recommendations referred to in (b)(ii) of Schedule C (in any such case a “Change in Recommendation”), provided that all of the following conditions are satisfied: (i) the Pubco Board has made the Change in Recommendation in good faith, after having received advice from its financial advisor and external legal counsel; (ii) the Pubco Board has received advice from its external legal counsel that its failure to make the Change of Recommendation would be a breach of the fiduciary duties of the Pubco Board under applicable Law; and (iii) Pubco is or has not been in breach of section 4.1(a) or 4.1(b). (d) The Pubco Board may not make a Change in Recommendation except in strict accordance with section 4.1(c). If the Pubco Board makes a Change in Recommendation, Pubco shall forthwith notify Verano. Upon notification, Verano may terminate this Agreement in accordance with Section 5.2(a)(iv)(C). If Verano does not terminate this Agreement, Pubco must continue to perform its covenants hereunder, including but not limited to its covenants in Article 2 (save and except for its covenant in Section 2.4(e)(ii) to recommend to Pubco Shareholders that they vote in favour of each of the Purchaser and Pubco Meeting Matters). For certainty, a Change in Recommendation shall not amend or otherwise impact any Pubco Shareholder Voting Agreement or the Companycovenants of a Pubco Key Shareholder provided therein. (e) In the event that Verano or Pubco or any of their respective affiliates or associates, at first orallyincluding any of their officers or directors, and then promptly and receives any form of offer or inquiry in respect of the transactions described in this Section 4.1, Verano or Pubco shall forthwith (in any event within 24 hours in writing, one Business Day following receipt) notify the other party of any Acquisition Proposal, such offer or inquiry and shall provide the Purchaser and other party with the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives details in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesthereof.

Non-Solicitation. (a) The Shareholder hereby covenants Company agrees that, except as expressly contemplated by this Section 5.06, the Company shall and irrevocably agrees shall cause each of its Subsidiaries and their respective Representatives to, (i) immediately cease any solicitation, encouragement, discussions or negotiations of or with any Persons that it shall, may be ongoing with respect to an Acquisition Proposal and (ii) during the period from the date hereof until of this Agreement through the earlier of (i) the Closing and the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Agreement, not, directly or indirectlyindirectly (A) initiate, through any officerencourage, director, employee, representative (including any financial seek or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, or take any action to knowingly encourage or otherwise facilitate (including by way of furnishing non-public information), directly or providing copies ofindirectly, access toany inquiries or the making or submission of any proposal that constitutes an Acquisition Proposal; (B) participate or engage in discussions or negotiations with, or disclosure of, disclose any confidential information, non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, facilities, books or records of the Company or any of its Subsidiaries to any Person or entering group of Persons (or any of their Affiliates or Representatives) that has made an Acquisition Proposal with respect to the Company or (C) approve or recommend, make any public statement approving or recommending, or enter into any form of agreement, arrangement including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or understandingother similar agreement, with respect to an Acquisition Proposal with respect to the Company (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.06). Promptly following the execution of this Agreement, the Company shall, to the extent it had not previously done so prior to the date of this Agreement, immediately discontinue access by any Person or group of Persons, and any of their Affiliates (other than Parent and its Affiliates), to any data room (virtual or otherwise) established by the Company or its Representatives for such purpose. Within ten (10) Business Days from the date hereof, the Company shall request the return or destruction of all confidential, non-public information provided to third parties that have entered into confidentiality agreements with the Company or any inquiry, proposal or offer that constitutes Subsidiary thereof entered into during the twelve (12) months preceding the date of this Agreement relating to an Acquisition Proposal; . Notwithstanding anything to the contrary in this Agreement, prior to obtaining the Company Stockholder Approval, the Company and the Company Board may take any actions described in clause (iiii)(B) enter into of this Section 5.06(a) with respect to a third party if (A) the Company receives a bona fide written Acquisition Proposal with respect to the Company from such third party (and such Acquisition Proposal was not initiated, sought, solicited, knowingly encouraged or otherwise engage or participate facilitated in any discussions or negotiations violation of this Section 5.06) and (B) after consultation with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquirythe Company’s financial advisors and outside legal counsel, the Company Board determines in good faith that such proposal or offer that constitutes is or could reasonably be expected to constitute lead to, a Superior Proposal with respect to the Company, provided that, the Company may deliver non-public information to such third party only pursuant to an Acceptable Confidentiality Agreement and so long as it sends a copy of such Acceptable Confidentiality Agreement and any information with respect to the Company and its Subsidiaries that is provided to such third party pursuant to this sentence to Parent to the extent such information was not previously provided to Parent and its Representatives. Nothing contained in this Section 5.06 shall prohibit the Company or the Company Board from (1) taking and disclosing to the Company Stockholders a position with respect to an Acquisition Proposal;Proposal with respect to the Company pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, if after consultation with outside legal counsel to the Company Board, the Company Board subsequently determines in good faith that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to the Company Stockholders or (2) directing any Person (or the Representatives of that Person) who makes an Acquisition Proposal regarding the Company to the provisions of this Section 5.06, provided that this sentence shall not permit the Company Board to make a Company Adverse Recommendation Change, except to the extent permitted by Section 5.06(b) or Section 5.06(c). Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 5.06(a) by any of the Company’s or its Subsidiaries’ respective Representatives shall be deemed to be a breach of this Section 5.06(a) by the Company. (iiib) acceptNeither the Company Board nor any committee thereof shall directly or indirectly (x)(i) withdraw (or amend, approve, endorse qualify or recommendmodify in a manner adverse to Parent or Merger Sub), or publicly propose to acceptwithdraw (or amend, approvequalify or modify in a manner adverse to Parent or Merger Sub), endorse the approval, recommendation or recommend declaration of advisability by the Company Board or any such committee of the transactions contemplated by this Agreement, (ii) propose publicly to recommend, adopt or approve any Acquisition ProposalProposal with respect to the Company, (iii) fail to publicly reaffirm or re-publish the Company Recommendation within ten (10) Business Days of being requested by Parent to do so (or if earlier, at least two (2) Business Days prior to the Company Stockholders’ Meeting), or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) acceptfail to send to the Company Stockholders, approvewithin ten (10) Business Days after the commencement of a tender or exchange offer relating to Company Shares (or if earlier, endorseat least two (2) Business Days prior to the Company Stockholders’ Meeting), recommend a statement disclosing that the Company recommends rejection of such tender or execute exchange offer and reaffirming the Company Recommendation (any action described in this sentence being referred to as a “Company Adverse Recommendation Change”) or enter into (y) authorize, cause or publicly propose permit the Company or any of its Subsidiaries to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, amalgamation agreement or arrangement relating other similar agreement related to an any Acquisition Proposal, other than any Acceptable Confidentiality Agreement pursuant to Section 5.06(a) (“Company Acquisition Agreement”) For the avoidance of doubt, a change of the Company Recommendation to “neutral” is a Company Adverse Recommendation Change. Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, and subject to the Company’s compliance at all times with the provisions of this Section 5.06 and Section 5.05, in response to a Superior Proposal with respect to the Company that has not been withdrawn and did not result from a breach of Section 5.06(a), the Company Board may make a Company Adverse Recommendation Change; provided, however, that unless the Company Stockholders’ Meeting is scheduled to occur within the next ten (10) Business Days, the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change in response to a Superior Proposal with respect to the Company (x) until four (4) Business Days after the Company provides written notice to Parent advising Parent that the Company Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the Person or group of Persons making such Superior Proposal and including copies of all material documents pertaining to such Superior Proposal; (y) if during such four (4) Business Day period (it being understood and agreed that any change to the financial or other material terms and conditions of a Superior Proposal shall require an additional notice to Parent of two (2) Business Days running from the date of such notice), Parent irrevocably proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the Company Board determines in good faith, after good faith negotiations between the Company and Parent (if such negotiations are requested by Parent) during such four (4) Business Day period (after and taking into account all financial, legal and regulatory terms and conditions of such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal and the Superior Proposal) that such alternative transaction proposal is not at least as favorable to the Company and the Company Stockholders as the Superior Proposal and (z) unless the Company Board determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that the failure to make a Company Adverse Recommendation Change would be reasonably likely to be inconsistent with its fiduciary duties to the Company Stockholders. (bc) immediately cease and terminateNotwithstanding the first sentence of Section 5.06(b), and cause at any time prior to obtaining the Company Stockholder Approval, in connection with any Intervening Event, the Company Board may make a Company Adverse Recommendation Change, after the Company Board (i) determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to make such Company Adverse Recommendation Change would be reasonably likely to be terminatedinconsistent with its fiduciary duties to the Company Stockholders under applicable Laws, (ii) determines in good faith that the reasons for making such Company Adverse Recommendation Change are independent of and unrelated to any solicitationpending Acquisition Proposal with respect to the Company and (iii) provides written notice to Parent (a “Company Notice of Change”) advising Parent that the Company Board is contemplating making a Company Adverse Recommendation Change and specifying the material facts and information constituting the basis for such contemplated determination; provided, encouragementhowever, discussionthat, negotiationunless the Company Stockholders’ Meeting is scheduled to occur within the next four (4) Business Days, (x) the Company Board may not make such Company Adverse Recommendation Change until the fourth (4th) Business Day after receipt by Parent of a Company Notice of Change and (y) during such fourth (4th) Business Day period, at the request of Parent, the Company shall negotiate in good faith with respect to any changes or modifications to this Agreement which would allow the Company Board not to make such Company Adverse Recommendation Change, consistent with its fiduciary duties. (d) The Parties agree that in addition to the obligations of the Company and Parent set forth in paragraphs (a) through (d) of this Section 5.06, as promptly as practicable after receipt thereof (and in any event, within one (1) Business Day), the Company or Parent, as applicable, shall advise Parent or the Company, respectively, in writing of any request for information or any Acquisition Proposal with respect to such party received from any Person or group of Persons, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party inquiry, discussions or Purchaser Party Representative) negotiations with respect to any Acquisition Proposal with respect to such party, and the terms and conditions of such request, Acquisition Proposal; and , inquiry, discussions or negotiations, and the Company or Parent, as applicable, shall promptly (cand in any event, within one (1) immediately notify Business Day) provide to Parent or the Purchaser Company, respectively, copies of any written materials received by the Company or Parent, as applicable, in connection with any of the foregoing and the identity of the Person or group of Persons making any such request, Acquisition Proposal or inquiry or with whom any discussions or negotiations are taking place. Each of the Company and Parent agrees that it shall simultaneously provide to the other any non-public information concerning itself or its Subsidiaries provided to any other Person or group of Persons in connection with any Acquisition Proposal which was not previously provided to the other. the Company and Parent shall keep Parent and the Company, at first orallyrespectively, and then promptly and in any event within 24 hours in writing, reasonably informed of the status of any Acquisition Proposal, Proposals (including the identity of the parties and shall provide the Purchaser price involved and any changes to any material terms and conditions thereof). Each of the Company and Parent agrees not to release, or permit any of its Affiliates to release, any Person from, or waive any provisions of, any confidentiality or standstill agreement to which it is a party or fail to enforce, to the fullest extent permitted under applicable Law, any such standstill or similar agreement to which it is a party; provided, however, that, if either the Company Board or Parent Board determines in good faith after consultation with copies of all written documentsthe Company’s or Parent’s outside legal counsel, correspondence as applicable, that the failure to waive (or amend or modify) a particular standstill provision, or other material received by provision with similar effect, could reasonably be expected to be a breach of its directors’ fiduciary duties under applicable Law, the ShareholderCompany or Parent, its affiliates as the case may be, may, with prior written notice to the other party, waive (or its, hisamend or modify) such standstill provision, or her Representatives in respect ofother provision with similar effect, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated solely to the Shareholder, its affiliates or its, his, or her Representativesextent necessary to permit the applicable Person (if it has not been solicited in violation of this Section 5.06) to make an Acquisition Proposal.

Non-Solicitation. The Shareholder hereby covenants Stockholder shall not, and irrevocably agrees that it shallshall cause its Affiliates, from the date hereof until the earlier of representatives and agents (iincluding its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants, consultants and other advisors or representatives) the termination of this Agreement pursuant to Article 4 and (iicollectively, its “Representatives”) the Effective Time: (a) notnot to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assistinitiate, initiateinduce, knowingly encourage or otherwise knowingly facilitate (including by way the making or submission of furnishing any offer, proposal, inquiry or providing copies ofrequest that constitutes, access or would reasonably be expected to result in or lead to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Alternative Acquisition Proposal; , (ii) enter into engage in, continue or otherwise engage or participate in any discussions or negotiations with regarding any offer, proposal, inquiry or request that constitutes, or would reasonably be expected to result in or lead to, an Alternative Acquisition Proposal with, or furnish any nonpublic information relating to the Company or its Subsidiaries to, any Person (other than Parent, Merger Sub or their respective Representatives) relating to any Purchaser Party Alternative Acquisition Proposal or Purchaser Party Representative) regarding any inquiryoffer, proposal proposal, inquiry or offer request that constitutes constitutes, or could would reasonably be expected to constitute result in or lead to an Alternative Acquisition Proposal (except, in each case, to notify such Person as to the existence of the provisions of this Section 3(b)), or afford any Person (other than Parent, Merger Sub or their respective Representatives) access to the businesses, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries for the purpose of encouraging, inducing or facilitating or otherwise relating to any Alternative Acquisition Proposal or any offer, proposal, inquiry or request that constitutes, or would reasonably be expected to result in or lead to an Alternative Acquisition Proposal; , (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any offer, proposal, inquiry or request that constitutes, or would reasonably be expected to result in or lead to, an Alternative Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding agreement in principle, memorandum of understanding, or arrangement relating other acquisition agreement, merger agreement or similar agreement with respect to any offer, proposal, inquiry or request that constitutes, or would reasonably be expected to result in or lead to, an Alternative Acquisition Proposal. Proposal (b) except for an Acceptable Confidentiality Agreement permitted under the Merger Agreement). Stockholder shall, and shall cause its Representatives to, immediately cease and terminate, and cause to be terminatedterminated any solicitations, discussions or negotiations with any solicitationPerson and its Representatives (other than Parent, encouragementMerger Sub and their respective Representatives) relating to any Alternative Acquisition Proposal or any offer, discussionproposal, negotiationinquiry or request that constitutes, or other activities commenced prior would reasonably be expected to result in or lead to, an Alternative Acquisition Proposal. Any violation of the date foregoing restrictions by Stockholder or any of its Representatives shall be deemed to be a material breach of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesStockholder.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall(a) No Solicitation or Negotiation. Subject to any actions which Allergan is required to take so as to comply with the requirements of the Takeover Rules, from the date hereof of this Agreement until the earlier of (i) Effective Time and the valid termination of this Agreement pursuant to and in accordance with Article 4 9, except as otherwise set forth in this Section 5.3, Allergan shall not, and (ii) the Effective Time: (a) notit shall cause its Subsidiaries and its and their respective directors, officers and employees not to, and it shall use reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, initiate or take any action to knowingly facilitate or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, information to any confidential information, properties, facilities, books or records Person in connection with) the submission of the Company any Allergan Alternative Proposal or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiryindication, proposal or offer inquiry that constitutes would reasonably be expected to lead to an Acquisition Allergan Alternative Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with with, furnish any Person (other than information relating to Allergan or any Purchaser of its Subsidiaries to, or afford access to the business, properties, assets, books or records of Allergan or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or knowingly encourage any effort by, any Third Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could would reasonably be expected to constitute seek to make, or has made, an Acquisition ProposalAllergan Alternative Proposal (except to notify such Person as to the existence of the provisions of this Section 5.3); (iii) accept(A) withdraw or qualify, approveamend or modify in any manner adverse to AbbVie, endorse the Scheme Recommendation or the recommendation contemplated by Section 3.6(c), if applicable, (B) fail to include the Scheme Recommendation in the Scheme Document or the Proxy Statement, (C) recommend, adopt or approve or publicly propose to acceptrecommend, approveadopt or approve any Allergan Alternative Proposal or (D) fail to reaffirm the Scheme Recommendation in a statement complying with Rule 14e-2(a) under the Exchange Act with regard to an Allergan Alternative Proposal or in connection with such action by the close of business on the 10th Business Day after the commencement of such Allergan Alternative Proposal under Rule 14e-2(a) (any of the foregoing in this clause (iii), endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; oran “Allergan Change of Recommendation”); (iv) accepttake any action to make any “moratorium”, approve“control share acquisition”, endorse“fair price”, recommend “supermajority”, “affiliate transactions” or execute “business combination statute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, regulation” or other activities commenced prior similar anti-takeover laws and regulations under applicable Law inapplicable to the date of this Agreement with any Person (other than any Purchaser Third Party or Purchaser Party Representative) with respect to any Acquisition Allergan Alternative Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.or

Non-Solicitation. The Shareholder hereby covenants (1) Except as provided in this Article 5, the Company and irrevocably agrees that it the Subsidiary shall not, and none of the Company’s or the Subsidiary’s directors and officers shall, from and the date hereof until Company shall cause its and the earlier of Subsidiary’s investments bankers, attorneys, accountants and other advisors or representatives (isuch directors, officers, investments bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Timenot to, directly or indirectly: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingthe Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iib) enter into or otherwise engage or participate in or knowingly facilitate any discussions or negotiations with any Person (other than with the Purchaser and the Parent or any Person acting jointly or in concert with the Purchaser Party or Purchaser Party Representativethe Parent) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal; (iiic) make a Change in Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute endorse or enter into (other than a confidentiality agreement permitted by and in accordance with Section 5.3) any agreement, letter agreement in respect of intent, understanding or arrangement relating to an Acquisition Proposal; or (e) authorize any of or commit to or agree to do any of the foregoing. (b2) The Company shall, and shall cause the Subsidiary and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, discussion or other activities negotiation commenced prior to the date of this Agreement with any Person (other than any with the Purchaser Party or Purchaser Party Representativeand the Parent and their Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Company will: (a) promptly discontinue access to and disclosure of all confidential information, including any data room and any access to the properties, facilities, books and records of the Company or of the Subsidiary; and (cb) immediately notify within two (2) Business Days, request (i) the return or destruction of all copies of any confidential information regarding the Company or the Subsidiary provided to any Person (other than the Purchaser and the CompanyParent) since August 1, at first orally, and then promptly and 2020 in any event within 24 hours in writing, respect of any a possible Acquisition Proposal, and shall provide (ii) the Purchaser and destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or the Subsidiary, using its commercially reasonable efforts to ensure that such requests are complied with copies in accordance with the terms of all written documentssuch rights. (3) The Company represents and warrants as of the date of this Agreement that, correspondence in the 12 months prior to the date of this Agreement, neither the Company nor the Subsidiary (directly or other material received indirectly, through any of its or their Representatives or otherwise) has waived any standstill, confidentiality, non-disclosure, non-solicitation, business purpose, use or similar agreement or restriction to which the Company or the Subsidiary is a party. The Company agrees that it shall (i) use reasonable best efforts to enforce any confidentiality, standstill or similar agreement or restriction to which the Company or the Subsidiary is a party and (ii) not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or the Subsidiary, under any confidentiality, standstill or similar agreement or restriction to which the Company or the Subsidiary is a party (it being acknowledged by the Shareholder, its affiliates Parent and Purchaser that the automatic termination or its, his, or her Representatives in respect of, from or on behalf release of any standstill restrictions of any such Person in connection therewith and if not in writing or electronic form, agreements as a description result of the material terms entering into and announcement of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesthis Agreement shall not be a violation of this Section 5.1(3)).

Non-Solicitation. (1) The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of Company shall (i) the termination immediately cease and cause to be terminated any discussions or negotiations that may be ongoing with any Person with respect to an Acquisition Proposal made by or on behalf of this Agreement pursuant to Article 4 such Person and (ii) promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Effective TimeCompany or any of its Subsidiaries to return or destroy all non-public information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. Except as expressly permitted by this Article 5, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ respective officers, directors, employees, accountants, legal counsel, financial advisors, consultants, financing sources and other advisors and representatives (collectively, “Representatives”) not to: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential non-public information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to, an Acquisition Proposal; (iib) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiryAcquisition Proposal with the Person making such Acquisition Proposal (or any of such Person’s Representatives), proposal or offer provided that constitutes or could reasonably be expected to constitute an the Company and its Representatives may ascertain facts from the Person making such Acquisition ProposalProposal (and such Person’s Subsidiaries and its and their respective Representatives) for the sole purpose of the Board informing itself about such Acquisition Proposal and the Person that made it (and such Person’s Subsidiaries and its and their respective Representatives); (iiic) (i) withhold, withdraw or modify or qualify (in a way adverse to Parent), or publicly propose to withhold, withdraw or modify or qualify (in a way adverse to Parent), the Board Recommendation or (ii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend recommend, any Acquisition ProposalProposal (the actions in this clause (c), or take no position or remain neutral with respect to, any public Acquisition Proposalan “Adverse Recommendation Change”); or (ivd) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into into, any agreement, any letter of intent, understanding understanding, agreement or arrangement relating (other than a confidentiality agreement entered into in compliance with Section 5.2 and any customary engagement, joint defense, clean team or similar agreements) to effect an Acquisition Proposal (an “Alternative Transaction Agreement”) with the Person making such Acquisition Proposal (or any of its Subsidiaries). (2) Except as expressly permitted by this Article 5, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ Representatives not to: (a) in the event that any Takeover Statute is applicable to any transactions contemplated by an Acquisition Proposal., take any action to make the provisions of such Takeover Statute inapplicable to such transactions except in connection with an Adverse Recommendation Change; or (b) immediately cease and terminate, amend, release or modify or knowingly and cause intentionally fail to be terminatedenforce any provision of, or grant any permission, waiver or request under, any solicitationstandstill, encouragement, discussion, negotiation, confidentiality or other activities commenced prior to similar agreement entered into by the date applicable party in respect of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, contemplation of any an Acquisition Proposal, and shall provide the Purchaser and provided that the Company with copies of all written documentsand its Subsidiaries and their respective Representatives may amend, correspondence release or other material received by the Shareholder, its affiliates fail to enforce or its, his, or her Representatives in respect of, from or on behalf of grant any such Person permission, waiver or request if the Board determines in connection therewith and if not in writing or electronic form, a description of its good faith judgment after consultation with outside legal counsel that the material terms of such correspondence sent or communicated failure to the Shareholder, do so could be reasonably likely to be inconsistent with its affiliates or its, his, or her Representativesfiduciary duties under applicable Law.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Except to the extent permitted by Section 5.4 of the Merger Agreement and subject to Section 2.7 hereof, the Investor agrees that he will not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, propose, knowingly facilitate or encourage or otherwise facilitate (including by way of furnishing providing nonpublic information) any inquiries, proposals or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company offers or any of its Subsidiaries other efforts or entering into attempts that constitute or would reasonably be expected to lead to any form of agreementCompeting Proposal, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into furnish to any person any material nonpublic information with respect to, any inquiries, proposals or otherwise engage offers or any other efforts or attempts that constitute or would reasonably be expected to lead to, any Competing Proposal, (iii) engage, continue or participate in any discussions or negotiations with any Person (person with respect to any inquiries, proposals or offers or any other than any Purchaser Party efforts or Purchaser Party Representative) regarding any inquiry, proposal attempts that constitute or offer that constitutes or could would reasonably be expected to constitute an Acquisition lead to any Competing Proposal; , (iiiiv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend recommend, any Acquisition Competing Proposal, or take no position or remain neutral with respect to, (v) make any public Acquisition Proposal; or statement or proposal inconsistent with the Company Board Recommendation, or (ivvi) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any merger agreement, letter of intent, understanding agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or arrangement other similar document relating to an Acquisition Proposala Competing Proposal or enter into any agreement or agreement in principle requiring the Investor to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. (b) immediately cease The Investor shall promptly (and terminatein no event later than twenty-four (24) hours) notify Parent in the event that the Investor receives (i) any Competing Proposal, and cause to be terminated, (ii) any solicitation, encouragement, discussion, negotiation, or other activities commenced prior request for non-public information relating to the date of this Agreement with Company or any Person (Company Subsidiary other than requests submitted by Persons with whom the Investor is permitted to engage in discussions and negotiations pursuant to Section 5.4 of the Merger Agreement covered by an Acceptable Confidentiality Agreement or (iii) any Purchaser Party inquiry or Purchaser Party Representative) with respect to request for discussions or negotiations regarding any Acquisition Competing Proposal; and . The Investor shall notify Parent promptly (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writinghours) with the identity of such Person and a copy of such Competing Proposal, inquiry or request (or, where no such copy is available, a reasonably detailed description of such Competing Proposal, inquiry or request), including any modifications thereto. The Investor shall keep Parent reasonably informed on a reasonably current basis of the status of any Acquisition Proposal, Competing Proposal (including any material modifications to the terms thereof) and shall provide the Purchaser and the Company Parent with copies of all written documentsproposals or offers with respect to, correspondence or other and all draft documentation reflecting material received by the Shareholderrevisions to, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesCompeting Proposal.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall(a) Except as permitted by this Section 5.3, during the period from the date hereof of this Agreement until the earlier of (i) the Effective Time or the valid termination of this Agreement pursuant to Article 4 and (ii) ARTICLE 7, the Effective Time: (a) Company shall not, shall cause its Subsidiaries not to, and shall direct the Company’s and its Subsidiaries’ respective Representatives acting on behalf or at the direction of the Company or its Subsidiaries not to: (i) directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or otherwise facilitate the making of any proposal that would reasonably be expected to lead to any Takeover Proposal; (including by way ii) continue, conduct, or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of furnishing or providing copies of, access its Subsidiaries to, or disclosure of, any confidential informationafford access to the business, properties, facilitiesassets, books books, or records of the Company or any of its Subsidiaries to, or entering into knowingly assist, participate in, facilitate, or encourage any form effort by, any third party (or its potential sources of agreement, arrangement financing) relating to: (A) a Takeover Proposal; or understanding(B) any inquiry, inquiry or proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could would reasonably be expected to constitute an Acquisition lead to a Takeover Proposal; ; (iii) acceptexcept where the Company Board makes a good faith determination, approveafter consultation with its financial advisor and outside legal counsel, endorse that the failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board, amend or recommend, grant any waiver or publicly propose to accept, approve, endorse release under any standstill or recommend any Acquisition Proposal, or take no position or remain neutral similar agreement with respect to, to any public Acquisition Proposalclass of equity securities of the Company or any of its Subsidiaries; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or arrangement other Contract in each case relating to an any Takeover Proposal (excluding any Acceptable Confidentiality Agreements or the agreements contemplated by Section 5.3(b)(ii)) (each, a “Company Acquisition Proposal. Agreement”); or (bv) approve, authorize, agree, or publicly announce any intention to do any of the foregoing. The Company shall, shall cause its Subsidiaries, and shall direct the Company’s and its Subsidiaries’ Representatives acting on behalf or at the direction of the Company or its Subsidiaries to cease immediately cease and terminate, and cause to be terminatedterminated any and all existing activities, any solicitation, encouragement, discussion, negotiationdiscussions, or other activities commenced negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall request in writing that any third party in possession of non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company and its Subsidiaries and provided access to an electronic data room maintained by the Company or its Representatives in connection with a Takeover Proposal in the last twelve (12) months prior to the date of this Agreement return or destroy (and confirm destruction of) all such information and request that such third parties direct their Representatives to do the same. Notwithstanding the foregoing, the parties agree that it is not a breach of this Agreement for the Company, its Subsidiaries, or the Company’s or its Subsidiaries’ respective Representatives to reply to an unsolicited Takeover Proposal to inform such Person that the Company and its directors and officers and Representatives are subject to a no-shop provision and cannot engage in discussions except in accordance with this Agreement. (b) Notwithstanding Section 5.3(a), prior to the receipt of Company Stockholder Approval, the Company Board, directly or indirectly through any Representative, may, subject to Section 5.3(c): (i) participate in negotiations or discussions with any Person third party that has made (and not withdrawn) a written Takeover Proposal that did not result from a material breach of Section 5.3(a) that the Company Board believes in good faith, after consultation with its financial advisor and outside legal counsel, is or would reasonably be expected to lead to a Superior Proposal or would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law not to participate in negotiations or discussions pertaining to such Takeover Proposal; and (ii) thereafter furnish to such third party non-public information relating to the Company or any of its Subsidiaries pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement (unless such third party is already subject to a confidentiality agreement with the Company and such third party agrees to permit the Company to comply with its obligations under this Agreement, including Section 5.3); provided, in each such case of clauses (i) and (ii) of Section 5.3(b), that the Company Board first shall have determined in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law. (c) The Company Board shall not take any of the actions referred to in clauses (i) or (ii) of Section 5.3(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. The Company shall notify Parent promptly (but in no event later than forty eight (48) hours) after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal or any inquiry that would reasonably be expected to lead to a Takeover Proposal. In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request, including any proposed financing. The Company shall keep Parent informed, on a reasonably current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall promptly provide Parent with copies of any non-public information concerning the Company’s and any of its Subsidiary’s business, present or future performance, financial condition, or results of operations, provided to any third party to the extent such information has not been previously provided to Parent. (d) Except as expressly permitted by this Section 5.3(d), neither the Company Board nor any committee thereof shall effect a Company Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) a Company Acquisition Agreement. (i) Notwithstanding the foregoing, at any time prior to the receipt of Company Stockholder Approval, the Company Board may: (A) effect a Company Adverse Recommendation Change with respect to a Superior Proposal or (B) terminate this Agreement pursuant to Section 7.4(a) in order to enter into a Company Acquisition Agreement with respect to such Superior Proposal; in each case, that did not result from a material breach of this Section 5.3, if: (I) the Company promptly notifies Parent, in writing, at least three (3) Business Days (the “Superior Proposal Notice Period”) before taking the action described in clause (A) or (B) of this Section 5.3(d)(i), of its intention to take such action with respect to such Superior Proposal, which notice shall state expressly that the Company has received a Takeover Proposal that the Company Board intends to declare is a Superior Proposal, and that the Company Board intends to take the action described in clause (A) or (B) of this Section 5.3(d)(i); (II) the Company specifies the identity of the party making the Superior Proposal and the material terms and conditions thereof in such notice and includes an unredacted copy of the Takeover Proposal and attaches to such notice the most current version of any proposed agreement (which version shall be updated on a prompt basis) for such Superior Proposal and any related documents, including financing documents (which financing documents may include customary redactions), to the extent provided by the relevant party in connection with the Superior Proposal; (III) the Company and its Representatives during the Superior Proposal Notice Period, negotiate with Parent in good faith to make such adjustments in the terms and conditions of this Agreement so that such Takeover Proposal ceases to constitute a Superior Proposal, if Parent, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Superior Proposal Notice Period, there is any material revision to the terms of a Superior Proposal, including, any revision in price, the Superior Proposal Notice Period shall be extended, if applicable, to ensure that at least two (2) Business Days remains in the Superior Proposal Notice Period subsequent to the time the Company notifies Parent of any such material revision (it being understood that there may be multiple extensions)); and (IV) the Company Board determines in good faith, after consulting with its financial advisor and outside legal counsel, that such Takeover Proposal continues to constitute a Superior Proposal (after taking into account any adjustments made by Parent during the Superior Proposal Notice Period in the terms and conditions of this Agreement) and that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law. (ii) Notwithstanding the foregoing, at any time prior to the receipt of Company Stockholder Approval, the Company Board may effect a Company Adverse Recommendation Change with respect to an Intervening Event, if: (A) the Company promptly notifies Parent, in writing (email to Parent and Parent’s outside counsel pursuant to Section 8.2 being deemed sufficient), at least three (3) Business Days (the “Intervening Event Notice Period”) before effecting a Company Adverse Recommendation Change of its intention to take such action with respect to such Intervening Event, which notice shall advise Parent of the Intervening Event, including a reasonable description of the underlying terms and circumstances giving rise to such Intervening Event (and the reasons for taking such action), and that the Company Board intends to effect a Company Adverse Recommendation Change; (B) the Company and its Representatives during the Intervening Event Notice Period, negotiate with Parent in good faith to make such adjustments in the terms and conditions of this Agreement that obviates the need for the Company Board to effect, or cause the Company to effect, a Company Adverse Recommendation Change as a result of such Intervening Event; and (C) the Company Board determines in good faith, after consulting with its financial advisor and outside legal counsel, that an Intervening Event has occurred and that the failure to effect a Company Adverse Recommendation Change would be inconsistent with the fiduciary duties of the Company Board under applicable Law. (e) Nothing contained herein shall prevent the Company Board or any committee thereof from disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to a Takeover Proposal, if the Company determines, after consultation with its financial advisor and outside legal counsel, that failure to disclose such position would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law; provided, however, that any public disclosure (other than any Purchaser Party “stop, look and listen” statement made under Rule 14d-9(f) under the Exchange Act) by the Company or Purchaser Party Representativethe Company Board (or any committee thereof) relating to any determination, position or other action by the Company, the Company Board or any committee thereof with respect to any Acquisition Takeover Proposal shall be deemed to be a Company Adverse Recommendation Change unless the Company Board expressly and publicly reaffirms the Company Board Recommendation in such disclosure. Nothing in this Agreement shall restrict the Company or the Company Board (or a committee thereof) from making a factually accurate public statement that (A) describes the Company’s receipt of a Takeover Proposal; and (cB) immediately notify identifies the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, Person or group of any Acquisition Persons making such Takeover Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of ; (C) provides the material terms of such correspondence sent Takeover Proposal; or communicated (D) describes the operation of this Agreement with respect thereto and any such statement will not, in any case, be deemed to the Shareholderbe (1) an adoption, its affiliates approval or its, his, recommendation with respect to such Takeover Proposal; or her Representatives(2) a Company Adverse Recommendation Change.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notSubject to any actions which ▇▇▇▇▇▇ is required to take so as to comply with the requirements of the Takeover Rules, ▇▇▇▇▇▇ agrees that neither it nor any Subsidiary of ▇▇▇▇▇▇ shall, and that it shall use all reasonable endeavours to cause its and their respective Representatives and any person Acting in Concert with ▇▇▇▇▇▇ not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: : (i) solicit, assist, initiate, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access any enquiry with respect to, or disclosure the making or submission of, any confidential information▇▇▇▇▇▇ Alternative Proposal, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations regarding a ▇▇▇▇▇▇ Alternative Proposal with, or furnish any nonpublic information regarding a ▇▇▇▇▇▇ Alternative Proposal to, any person that has made or, to ▇▇▇▇▇▇’▇ knowledge, is considering making a ▇▇▇▇▇▇ Alternative Proposal, except to notify such person as to the existence of the provisions of this Clause 5.3, or (iii) waive, terminate, modify or fail to use reasonable endeavours to enforce any provision of any “standstill” or similar obligation of any person with respect to ▇▇▇▇▇▇ or any of its Subsidiaries or, except as otherwise provided in this Agreement, amend or terminate the ▇▇▇▇▇▇ Rights Agreement or redeem the rights of ▇▇▇▇▇▇ Shareholders thereunder so as to facilitate the making of a ▇▇▇▇▇▇ Alternative Proposal (provided that ▇▇▇▇▇▇ shall not be required to take, or be prohibited from taking, any action otherwise prohibited or required by this subclause (iii) if the ▇▇▇▇▇▇ Board determines in good faith (after consultation with ▇▇▇▇▇▇’▇ legal advisors) that such action or inaction would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law). ▇▇▇▇▇▇ shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person (other than person conducted heretofore with respect to any Purchaser Party ▇▇▇▇▇▇ Alternative Proposal, or Purchaser Party Representative) regarding any inquiry, enquiry or proposal or offer that constitutes or could may reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose lead to accept, approve, endorse or recommend any Acquisition a ▇▇▇▇▇▇ Alternative Proposal, request the prompt return or take no position destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to any such person or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposalits Representatives. (b) immediately cease Notwithstanding the limitations set forth in Clause 5.3(a), if ▇▇▇▇▇▇ receives a bona fide written ▇▇▇▇▇▇ Alternative Proposal or enquiry or proposal from a person who is intending on making a ▇▇▇▇▇▇ Alternative Proposal and terminatethe ▇▇▇▇▇▇ Board determines in good faith (after consultation with ▇▇▇▇▇▇’▇ financial advisors and legal counsel) that the failure to take the actions described in clauses (x) and (y) below would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law, and which ▇▇▇▇▇▇ Alternative Proposal, enquiry or proposal was made after the date of this Agreement and did not otherwise result from a knowing or intentional breach of this Clause 5.3, ▇▇▇▇▇▇ may take any or all of the following actions: (x) furnish nonpublic information to the third party (and any persons working in concert with such third party and to their respective potential financing sources and Representatives) making or intending to make such ▇▇▇▇▇▇ Alternative Proposal (provided that all such information has previously been provided to Eaton or is provided to Eaton substantially concurrently with the time it is provided to such person(s)), if, and only if, prior to so furnishing such information, ▇▇▇▇▇▇ receives from the third party an executed confidentiality agreement on terms not less restrictive of such person, with respect to confidentiality, than the Confidentiality Agreement and (y) engage in discussions or negotiations with the third party (and such other persons) with respect to such ▇▇▇▇▇▇ Alternative Proposal. ▇▇▇▇▇▇ will promptly (and in any event within 48 hours of receipt) notify Eaton orally and in writing of the receipt of any ▇▇▇▇▇▇ Alternative Proposal or any communication or proposal that may reasonably be expected to lead to a ▇▇▇▇▇▇ Alternative Proposal and shall, in the case of any such notice to Eaton as to receipt of a ▇▇▇▇▇▇ Alternative Proposal, indicate the material terms and conditions of such ▇▇▇▇▇▇ Alternative Proposal (including any changes to such material terms and conditions) and the identity of the person making any such ▇▇▇▇▇▇ Alternative Proposal and thereafter shall promptly keep Eaton reasonably informed on a reasonably current basis of any material change to the terms and status of any such ▇▇▇▇▇▇ Alternative Proposal. ▇▇▇▇▇▇ shall provide to Eaton as soon as reasonably practicable after receipt or delivery thereof (and in any event within 48 hours of receipt or delivery) copies of all written correspondence and other written material exchanged between ▇▇▇▇▇▇ or any of its Subsidiaries and the person making a ▇▇▇▇▇▇ Alternative Proposal (or such person’s Representatives) that describes any of the material terms or conditions of such ▇▇▇▇▇▇ Alternative Proposal, including draft agreements or term sheets submitted in connection therewith. ▇▇▇▇▇▇ shall not, and shall cause to be terminatedits Subsidiaries not to, enter into any solicitation, encouragement, discussion, negotiation, or other activities commenced prior confidentiality agreement with any person subsequent to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect that prohibits ▇▇▇▇▇▇ from providing such information to any Acquisition Proposal; andEaton. (c) immediately notify Except as set forth in Clauses 5.3(d), (e) and (f) below, neither the Purchaser ▇▇▇▇▇▇ Board nor any committee thereof shall (i) (A) withdraw (or modify in any manner adverse to Eaton), or propose publicly to withdraw (or modify in any manner adverse to Eaton), the Scheme Recommendation or (B) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any ▇▇▇▇▇▇ Alternative Proposal (any action in this subclause (i) being referred to as a “▇▇▇▇▇▇ Change of Recommendation”) (it being agreed that (x) no “stop, look and listen” communication pursuant to Rule 14d-9(f) of the CompanyExchange Act in and of itself shall constitute a ▇▇▇▇▇▇ Change of Recommendation and (y) for the avoidance of doubt, the provision by ▇▇▇▇▇▇ to Eaton of notice or information in connection with a ▇▇▇▇▇▇ Alternative Proposal or ▇▇▇▇▇▇ Superior Proposal as required or expressly permitted by this Agreement shall not, in and of itself, constitute a ▇▇▇▇▇▇ Change of Recommendation) or (ii) cause or allow ▇▇▇▇▇▇ or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, transaction agreement, implementation agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or other agreement constituting or with respect to, or that would reasonably be expected to lead to, any ▇▇▇▇▇▇ Alternative Proposal, or requiring, or reasonably expected to cause, ▇▇▇▇▇▇ to abandon, terminate, delay or fail to consummate the Acquisition (other than as contemplated by Clause 5.3(i)(i) and other than a confidentiality agreement referred to in Clause 5.3(b)). (d) Nothing in this Agreement shall prohibit or restrict the ▇▇▇▇▇▇ Board, at first orallyany time prior to obtaining the ▇▇▇▇▇▇ Shareholder Approval, from making a ▇▇▇▇▇▇ Change of Recommendation if the ▇▇▇▇▇▇ Board has concluded in good faith (after consultation with ▇▇▇▇▇▇’▇ outside legal counsel and then promptly financial advisors) (i) that a ▇▇▇▇▇▇ Alternative Proposal constitutes a ▇▇▇▇▇▇ Superior Proposal and in any event within (ii) that the failure to make a ▇▇▇▇▇▇ Change of Recommendation would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that ▇▇▇▇▇▇ shall have provided prior written notice to Eaton, at least 24 hours in writingadvance, of the ▇▇▇▇▇▇ Board’s intention to make such ▇▇▇▇▇▇ Change of Recommendation. (e) Nothing in this Agreement shall prohibit or restrict the ▇▇▇▇▇▇ Board, in response to an Intervening Event, from making a ▇▇▇▇▇▇ Change of Recommendation at any Acquisition time prior to obtaining the ▇▇▇▇▇▇ Shareholder Approval if the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. Notwithstanding any ▇▇▇▇▇▇ Change of Recommendation, unless this Agreement has been terminated in accordance with Clause 9, ▇▇▇▇▇▇ shall hold the Court Meeting and the EGM in accordance with Clause 3.1 for purposes of obtaining the approval of the Resolutions by the requisite majorities of ▇▇▇▇▇▇ Shareholders, and nothing contained herein shall be deemed to relieve ▇▇▇▇▇▇ of such obligation. (f) Nothing contained in this Agreement shall prohibit or restrict ▇▇▇▇▇▇ or the ▇▇▇▇▇▇ Board from (i) taking and disclosing to the ▇▇▇▇▇▇ Shareholders a position or making a statement contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, or other applicable Law, or (ii) making any disclosure to the ▇▇▇▇▇▇ Shareholders if, in the good faith judgment of the ▇▇▇▇▇▇ Board (after consultation with ▇▇▇▇▇▇’▇ outside legal advisors), failure to so disclose and/or take would be reasonably likely to give rise to a violation of applicable Law; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act that relates to the approval, recommendation or declaration of advisability by the ▇▇▇▇▇▇ Board with respect to this Agreement or a ▇▇▇▇▇▇ Alternative Proposal shall be deemed to be a ▇▇▇▇▇▇ Change of Recommendation unless ▇▇▇▇▇▇ in connection with such disclosure publicly states that the ▇▇▇▇▇▇ Board expressly rejects the applicable ▇▇▇▇▇▇ Alternative Proposal, expressly states that its recommendation with respect to this Agreement has not changed or refers to the prior recommendation of the ▇▇▇▇▇▇ Board, without disclosing any Change in Recommendation. (g) As used in this Agreement, “▇▇▇▇▇▇ Alternative Proposal” shall mean any bona fide proposal or bona fide offer made by any person (other than a proposal or offer by Eaton or any of its Associates or any person Acting in Concert with Eaton pursuant to Rule 2.5 of the Takeover Rules) for (i) the acquisition of ▇▇▇▇▇▇ by scheme of arrangement, takeover offer or business combination transaction; (ii) the acquisition by any person of 25% or more of the assets of ▇▇▇▇▇▇ and shall provide its Subsidiaries, taken as a whole, measured by either book value or fair market value (including equity securities of ▇▇▇▇▇▇’▇ Subsidiaries); (iii) the Purchaser and acquisition by any person (or the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf stockholders of any such Person in connection therewith and if not in writing person) of 25% or electronic form, a description more of the material terms outstanding ▇▇▇▇▇▇ Shares; or (iv) any merger, business combination, consolidation, share exchange, recapitalisation or similar transaction involving ▇▇▇▇▇▇ as a result of which the holders of ▇▇▇▇▇▇ Shares immediately prior to such correspondence sent transaction do not, in the aggregate, own at least 75% of the outstanding voting power of the surviving or communicated to resulting entity in such transaction immediately after consummation thereof, other than in each case a transaction of the Shareholder, its affiliates or its, his, or her Representativestype described in Clause 5.3(g) of the ▇▇▇▇▇▇ Disclosure Schedule.

Non-Solicitation. The Shareholder hereby covenants Each Stockholder, solely in its capacity as a stockholder of the Company, shall not, and irrevocably agrees that it shallshall not instruct, from the date hereof until the earlier authorize or knowingly permit any of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notits Representatives to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly induce, encourage, facilitate or assist, initiateany proposal, knowingly encourage offer or otherwise facilitate (including by way of furnishing inquiry that constitutes, or providing copies of, access would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent, Merger Sub and their Affiliates and Representatives) any non-public information relating to the Company Group or disclosure of, afford to any confidential informationPerson access to the business, properties, facilitiesassets, books books, records or records other non-public information, or to any personnel, of the Company Group (other than Parent, Merger Sub and their Affiliates and Representatives), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal, offer or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries, offers or the making of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; ; (iiiii) participate, enter into into, or otherwise engage or participate in any discussions or negotiations with any Person (other than with respect to any Purchaser Party inquiry or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; Proposal (iiiexcept, in each case, solely to notify such Person in response to an unsolicited inquiry that the provisions of Section 7.3(a) accept, approve, endorse of the Merger Agreement prohibit any such discussions or recommend, or publicly propose to accept, negotiations); (iv) approve, endorse or recommend any Acquisition Proposalinquiry, offer or proposal that constitutes, or take no position or remain neutral with respect would reasonably be expected to lead to, any public an Acquisition Proposal; or or (ivv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreementAlternative Acquisition Agreement; provided that, letter for the avoidance of intentdoubt, understanding this Section 4.8 shall not prevent or arrangement relating inhibit such Stockholder from taking any action permitted to be taken with respect to an Acquisition Proposal. (b) immediately cease Proposal or Superior Proposal or to otherwise exercise their duties in their capacity as officers and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date directors of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orallyin each case, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company accordance with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description Section 7.3 of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesMerger Agreement.

Non-Solicitation. The Each of the Shareholder hereby covenants Parties shall not, and irrevocably agrees that it shallshall cause its Subsidiaries (if any) and its controlled Affiliates and its and their respective officers, from the date hereof until the earlier of (i) the termination of this Agreement pursuant directors and employees not to, and shall use reasonable best efforts to Article 4 cause its and (ii) the Effective Time: (a) nottheir respective Representatives not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (ia) solicit, assist, initiate, initiate or take any action to knowingly encourage or otherwise facilitate (including by way of furnishing providing non-public information) or providing copies of, access to, knowingly encourage or disclosure of, induce the submission of any confidential information, properties, facilities, books or records of the Company Parent Acquisition Proposal or any of its Subsidiaries inquiry or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an would reasonably be expected to lead to a Parent Acquisition Proposal; , (iib) enter into or otherwise engage or participate in any discussions or negotiations with with, furnish any Person (other than information relating to Parent or any Purchaser of its Subsidiaries, or afford access to the business, properties, assets, books or records of Parent or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or knowingly encourage any effort by, any Third Party that such Shareholder Party knows, or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could should reasonably be expected to constitute an Acquisition Proposal; (iii) acceptknow, approveis considering, endorse or recommendseeking to make, or publicly propose has made, a Parent Acquisition Proposal or any inquiry or proposal that may reasonably be expected to accept, approve, endorse or recommend any lead to a Parent Acquisition Proposal, (c) enter into or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or declare advisable for such Shareholder Party (or any of its Subsidiaries or controlled Affiliates) to execute or enter into or publicly propose to acceptinto, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding understanding, agreement in principle or other similar arrangement relating in connection with any Parent Acquisition Proposal or (d) resolve, propose or agree to an Acquisition Proposal. do any of the foregoing. Each of the Shareholder Parties shall, and shall cause its Subsidiaries (b) if any), its controlled Affiliates and its and their respective officers, directors and employees to, and shall use reasonable best efforts to cause its and their Representatives to immediately cease and terminate, and cause to be terminatedterminated any and all existing activities, discussions or negotiations, if any, with any solicitation, encouragement, discussion, negotiation, or other activities commenced Third Party conducted prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Parent Acquisition Proposal; and (c) immediately . In addition, each of the Shareholder Parties shall notify the Purchaser and the Company, at first orally, and then Company promptly and (but in no event later than twenty-four (24) hours) after receipt by such Shareholder Party (or any event within 24 hours in writing, of its controlled Affiliates or Representatives) of any Parent Acquisition Proposal (including material modifications thereto) or any request for information relating to Parent or any of its Subsidiaries or for access to the business, properties, assets, books or records of Parent or any of its Subsidiaries by any Third Party that, to the knowledge of such Shareholder Party, is considering making or has made, a Parent Acquisition Proposal, which notice shall be provided in writing and shall provide the Purchaser include a written summary of (i) any material correspondence relating thereto and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of (ii) the material terms and conditions of such correspondence sent or communicated Parent Acquisition Proposal (including material modifications thereto), subject, in each case, to the Shareholder, its affiliates or its, his, or her Representativesterms of any Shareholder Acceptable Confidentiality Agreement.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Except as otherwise expressly provided in this Section 5.7, the Company shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Company or otherwiseany of its Subsidiaries (collectively, and shall not permit any such person to:the “Representatives”): (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of agreement, arrangement or understanding) any inquiryinquiries, proposal proposals or offer that constitutes an offers relating to any Acquisition Proposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information or data with respect to, or otherwise cooperate with or take any other action to facilitate any proposal that constitutes or would reasonably be expected to lead to any Acquisition Proposal (it being understood that the Company may inform persons of the provisions contained in this Section 5.7); (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of seven (7) days shall not be considered to be a breach of this Section 5.7); (iv) waive, release, modify, amend or otherwise forbear in the enforcement of, or enter into or participate in any discussions, negotiations or agreements to waive, release, modify, amend or otherwise engage forbear in respect of, any rights or other benefits under confidential information agreements relating to an Acquisition Proposal, including any "standstill" or similar provisions thereunder (it being acknowledged and agreed that the automatic termination of any such agreement or any provision of any such agreement pursuant to the express terms of any such agreement, shall not be in violation of this Section 5.7(a)(iv)); (v) accept, recommend, approve, agree to or endorse, or propose publicly to accept, recommend, approve, agree to or endorse, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal (other than a confidentiality agreement permitted by Section 5.7(d)(i)); or (vi) make a Company Change in Recommendation. (b) The Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing solicitation, encouragement, discussion or negotiation with any Person (other than Parent) conducted by the Company or any of its Subsidiaries or Representatives with respect to any proposal that constitutes, or may reasonably be expected to constitute or lead to an Acquisition Proposal, and, in connection therewith, the Company will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall, as soon as reasonably practicable, to the extent it is entitled to do so, request the return or destruction of all confidential information regarding the Company and its Subsidiaries previously provided to any such Person or any other Person to the extent such information has not already been returned or destroyed. The Company shall use all commercially reasonable efforts to enforce any confidentiality, non-solicitation or standstill or similar agreements or provisions to which it and any third parties are party. (c) The Company shall promptly (and in any event within 24 hours of the receipt thereof) provide notice to Parent (at first orally and then in writing) of any Acquisition Proposal (or any amendment thereto, including any amendment to the consideration offered) or any request for non-public information relating to it or any of its Subsidiaries in connection with such an Acquisition Proposal or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person that informs the Company that it is considering making, or has made, an Acquisition Proposal, in each case after the date of this Agreement. Such notice shall indicate the identity of the Person or Persons making such proposal, inquiry, offer or request, all material terms thereof and such other material details of the proposal, inquiry, offer or request known to the Company, and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. The Company shall keep Parent promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request and shall provide Parent copies of all material correspondence and other written material sent to or provided to it by any Person in connection with such inquiry, proposal, offer or request or sent or provided by it to any Person in connection with such inquiry, proposal, offer or request. (d) Notwithstanding any other provision of this Agreement and any other agreement between the Company and Parent, if at any time following the date of this Agreement and prior to obtaining the Requisite Approval, Company and its Representatives may: (i) enter into or participate in any discussions or negotiations with any Person a third party who seeks to initiate such discussions or negotiations with the Company, provided that such discussions or negotiations did not arise out of or relate to a breach of this Section 5.7, and subject to execution of a confidentiality agreement substantially similar to the Confidentiality Agreement (other than any Purchaser Party or Purchaser Party Representativeprovided that such confidentiality agreement shall not prohibit disclosure to Parent as required by this Section 5.7), the Company may furnish to such third party information concerning it and its business, properties and assets, in each case if, and only to the extent that: (A) regarding any inquirythe third party has first made an Acquisition Proposal that the Company Board determines, proposal or offer that in good faith after consultation with its financial advisors and legal counsel, constitutes or could would be reasonably be expected likely to constitute an Acquisition result in, a Superior Proposal;; and (iiiB) prior to furnishing such information to or entering into or participating in any such discussions or negotiations with such third party, it notifies the Parent in accordance with Section 5.7(c) and, if not previously provided to Parent, copies of all information provided to such third party shall be provided to Parent concurrently with, or as soon as practicable thereafter, the provision of such information to such third party. (e) Notwithstanding any other provision of this Agreement and any other agreement between the Company and Parent, at any time following the date of this Agreement and prior to obtaining the Requisite Approval, the Company may make a Company Change in Recommendation or accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute approve or enter into any agreement, letter understanding or arrangement with respect to an Acquisition Proposal, but only if prior to doing so: (A) the Company Board shall have concluded in good faith, after receiving advice from its financial advisors and outside counsel, that the applicable Acquisition Proposal constitutes a Superior Proposal; (B) the Company shall otherwise have complied, in all material respects, with its applicable obligations set forth in this Section 5.7; and (C) Three (3) days (the “Response Period”) shall have elapsed from the time the Company gave the notice referred to in Section 5.7(d)(i)(B)and, if Parent has proposed to amend the terms of intentthe Arrangement in accordance with Section 5.7(f), the Company Board shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the applicable Acquisition Proposal continues to be a Superior Proposal; (D) Company shall give Parent, orally and in writing, at least three (3) days advance notice of any decision by the Company Board to make a Company Change in Recommendation or accept, approve or enter into any agreement, understanding or arrangement relating with respect to an Acquisition Proposal (i) confirming that the Company Board has determined that such Acquisition Proposal constitutes a Superior Proposal; and (ii) identifying the third party making the Superior Proposal and include a copy thereof and any amendments thereto. (f) The Company acknowledges and agrees that, during the Response Period or such longer period as the Company may approve for such purpose, Parent shall have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. The Company will negotiate in good faith and the Company Board will review any proposal by Parent to amend the terms of the Agreement in order to determine in good faith (in consultation with its financial advisors and legal counsel) whether Parent’s proposal to amend the Agreement would result in the Acquisition Proposal ceasing to be a Superior Proposal. (bg) immediately cease and terminateEach successive amendment to any Superior Proposal that results in an increase in, and cause or modification of, the consideration (or value of such consideration) to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior received by the Company Shareholders pursuant thereto shall constitute a new Superior Proposal for the purposes hereof and a new three (3) day period shall commence. If the Company Board determines that the Acquisition Proposal is not a Superior Proposal as compared to the date proposed amendments to the terms of this Agreement the Agreement, it will promptly enter into an amended agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; andParent reflecting such proposed amendments. (ch) immediately notify Company shall reaffirm its recommendation of the Purchaser and the Company, at first orally, and then Arrangement by press release promptly and in any event within 24 120 hours in writing, of any reasonable written request to do so by Parent (or, in the event that the Company Meeting to approve the Arrangement is scheduled to occur within such 120 hour period, prior to the scheduled date of such Company Meeting) in the event that: (i) any Acquisition Proposal which is publicly announced is determined not to be a Superior Proposal, ; or (ii) the Parties have entered into an amended agreement pursuant to Section 5.7(g) which results in any Acquisition Proposal not being a Superior Proposal. (i) Each of Company and Parent agree that all information that may be provided to Parent by Company with respect to any Acquisition Proposal pursuant to this Section 5.7 shall be treated as if it were “Evaluation Material” as that term is defined in the Confidentiality Agreement and shall provide not be disclosed or used except in accordance with the Purchaser provisions of the Confidentiality Agreement or in order to enforce its rights under this Agreement in legal proceedings. (j) Company shall ensure that its officers, directors and senior employees and any investment bankers or other professional advisers or professional representatives retained by it are aware of the provisions of this Section 5.7 and shall be responsible for any breach of this Section 5.7 by any of them. (k) Nothing in this agreement shall prevent the Company Board from complying with copies Section 2.17 of all written documents, correspondence or other material received Multilateral Instrument 62-104 Take Over Bids and Issuer Bids of the Canadian Securities Administrators and similar provisions under Applicable Canadian Securities Laws relating to the provision of directors’ circulars in respect of an Acquisition Proposal that is not a Superior Proposal but only following compliance with Section 5.7(e) by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.Company;

Non-Solicitation. The Shareholder Subject to Section 7 hereof, during the Term, each Stockholder hereby covenants and irrevocably agrees that it shallsuch Stockholder shall not, from the date hereof until the earlier of and shall cause its Affiliates, representatives and agents (iincluding its investment bankers, attorneys and accountants) the termination of this Agreement pursuant to Article 4 and (iicollectively, its “Representatives”) the Effective Time: (a) notnot to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) initiate, solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access tocause, or disclosure of, knowingly facilitate or encourage any confidential information, properties, facilities, books inquiries or records the making of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition constitutes, or could reasonably be expected to lead to, any Takeover Proposal; , or (ii) enter into engage in, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any other person any non-public information, or afford any other person with any Person (other than any Purchaser Party access to the business, employees, officers, contracts, properties, assets, or Purchaser Party Representative) regarding any inquirybooks and records of the Company or its Subsidiaries, proposal in each case in connection with, or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect lead to, any public Acquisition a Takeover Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) . Each Stockholder shall immediately cease and terminateany inquiries, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, discussions or other activities commenced negotiations with any persons with respect to a Takeover Proposal (or that could reasonably be expected to lead to a Takeover Proposal) that existed on or prior to the date of this Agreement with any Person Agreement. Each Stockholder shall promptly (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours twenty-four (24) hours) notify Purchaser in writing, the event that such Stockholder or any of any Acquisition Proposal, its Affiliates or Representatives receives a Takeover Proposal and shall provide Purchaser with a copy of such Takeover Proposal (if in writing) and disclose to Purchaser the material terms and conditions of any such Takeover Proposal, the identity of the person or group of persons making such Takeover Proposal and any arrangements with such Stockholder or its Affiliates contemplated thereby, and such Stockholder shall keep Purchaser reasonably informed on a prompt basis (and in any event within twenty-four (24) hours) of the status and terms of any such discussions or negotiations and any material developments with respect to any such Takeover Proposal (including any amendments, modifications or other changes thereto); provided that compliance by the Company with copies its obligations set out in Section 5.02(c) of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives Merger Agreement in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesTakeover Proposal shall satisfy each Stockholder’s obligations in respect of this final sentence of this Section 3(b) of this Agreement.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Shellbridge shall immediately cease and cause to be terminated all existing discussions and negotiations (including, without limitation, through any of its officers, directors, employees, advisors, representatives and agents on its behalf (“Representatives”)), if any, with any parties initiated before the date of this agreement with respect to any Acquisition Proposal (as hereinafter defined) and shall immediately request the return or destruction of all information provided to any third parties which have entered into a confidentiality agreement with Shellbridge relating to an Acquisition Proposal and shall use all reasonable commercial efforts to ensure that such requests are honoured. (b) Shellbridge shall not, directly or indirectly, through any officer, director, employee, representative (including any financial do or other advisor) authorize or agent or otherwise, and shall not permit any such person of its Representatives to, directly or indirectly, do, any of the following: (i) solicit, assistfacilitate, initiateinitiate or encourage (including, knowingly encourage or otherwise facilitate (including without limitation, by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of agreement, arrangement or understanding) or take any inquiryaction to solicit, facilitate or encourage any inquiry or communication or the making of any proposal or offer that constitutes to Shellbridge or its shareholders from any person which constitutes, or may reasonably be expected to lead to (in either case whether in one transaction or a series of transactions): (i) an acquisition from Shellbridge or its shareholders of any securities of Shellbridge (other than on exercise of currently outstanding Shellbridge Options); (ii) any acquisition of a significant amount of assets of Shellbridge; (iii) an amalgamation, arrangement, merger, or consolidation involving Shellbridge; or (iv) any take-over bid, issuer bid, exchange offer, recapitalization, liquidation, dissolution, reorganization into a royalty trust or income fund or similar transaction involving Shellbridge or any other transaction, the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this agreement or which would or could reasonably be expected to materially reduce the benefits to the other party hereto under this Agreement (any such inquiry or proposal in respect of any of the foregoing being an “Acquisition Proposal”); (ii) enter into or otherwise engage or participate in any negotiations or discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal, or furnish to any other person any information with respect to its business, properties, operations, prospects or conditions (financial or otherwise) in connection with an Acquisition Proposal or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other person to do or seek to do any of the foregoing; (iii) accept, approve, endorse or recommendwaive, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalotherwise forbear in the enforcement of, or take no position enter into or remain neutral with participate in any discussions, negotiations or agreements to waive or otherwise forbear in respect toof, any public Acquisition Proposalrights or other benefits of Shellbridge under confidential information agreements, including, without limitation, any “standstill provisions” thereunder; or (iv) accept, approverecommend, endorse, recommend or execute approve or enter into an agreement to implement an Acquisition Proposal, provided, however, that notwithstanding any other provision hereof, Shellbridge and its Representatives may: (v) enter into or publicly propose participate in any negotiations or discussions with a third party who (without any solicitation, initiation or encouragement, directly or indirectly, after the date of this agreement, by Shellbridge or any of its Representatives) seeks to initiate such negotiations or discussions and, subject to execution of a confidentiality agreement substantially similar to the Shellbridge Confidentiality Agreement (provided that such confidentiality agreement shall provide for disclosure thereof (along with all information provided thereunder) to True as set out below), may furnish to such third party information concerning Shellbridge and its business, properties and assets, in each case if, and only to the extent that: (A) the third party has first made a written bona fide Acquisition Proposal to Shellbridge which the board of directors of Shellbridge determines in good faith: (1) that funds or other consideration necessary for the Acquisition Proposal are or are likely to be available; (2) (after consultation with its financial advisor) would, if consummated in accordance with its terms, result in a transaction financially superior for Shellbridge Shareholders than the Arrangement; and (3) after receiving the advice of outside counsel as reflected in minutes of the board of directors of Shellbridge, that the taking of such action is necessary for the board of directors of Shellbridge in discharge of its fiduciary duties under applicable laws (a “Superior Proposal”); and (B) prior to furnishing such information to or entering into or participating in any such negotiations or discussions with such third party, Shellbridge provides prompt notice to True to the effect that it is furnishing information to or entering into or participating in negotiations or discussions with such person or entity together with a copy of the confidentiality agreement referenced above and if not previously provided to True, copies of all information provided to such third party concurrently with the provision of such information to such third party, and provided further that, Shellbridge shall notify True orally and in writing of any inquiries, offers or proposals with respect to a Superior Proposal (which written notice shall include, without limitation, a copy of such proposal (and any amendments or supplements thereto), the identity of the person making it, if not previously provided to the other party, copies of all information provided to such party and all other information reasonably requested by the other party), within 24 hours of the receipt thereof, shall keep the other party informed of the status and details of any such inquiry, offer or proposal and answer the other party’s questions with respect thereto; and (C) Shellbridge provides to True in writing the determination of the board of directors of Shellbridge forthwith upon determining that the Acquisition Proposal, if completed, would constitute a Superior Proposal; (vi) comply with Section 172 of the Securities Act (Alberta) and similar provisions under applicable Canadian securities laws relating to the provision of directors’ circulars and make appropriate disclosure with respect thereto to its shareholders; and (vii) accept, recommend, approve or enter into an agreement to implement a Superior Proposal from a third party, but only if prior to such acceptance, recommendation, approval or implementation, the board of directors of Shellbridge shall have concluded in good faith, after considering all proposals to adjust the terms and conditions of this agreement as contemplated by section 3.2(c) and after receiving the advice of outside counsel as reflected in the minutes of the board of directors of Shellbridge, that the taking of such action is necessary for the board of directors of Shellbridge in discharge of its fiduciary duties under applicable laws and Shellbridge complies with its obligations set forth in section 3.2(c) and terminates this agreement in accordance with section 9.2(c)(vi) and concurrently therewith pays the amount required by section 6.1 to True. (c) If Shellbridge receives a Superior Proposal, Shellbridge shall give the Trust and True, orally and in writing, at least 72 hours advance notice of any decision by the board of directors of Shellbridge to accept, approverecommend, endorseapprove or enter into an agreement to implement a Superior Proposal, recommend or execute which notice shall include a summary of the details of the Superior Proposal including the identity of the third party making the Superior Proposal. During such 72 hour period, Shellbridge agrees not to accept, recommend, approve or enter into any agreementagreement to implement such Superior Proposal and not to release the party making the Superior Proposal from any standstill provisions and shall not withdraw, letter redefine, modify or change its recommendation in respect of intentthe Arrangement. In addition, understanding during such 72 hour period Shellbridge shall and shall cause its financial and legal advisors to, negotiate in good faith with the Trust and True and its financial and legal advisors to make such adjustments in the terms and conditions of this agreement and the Arrangement as would enable Shellbridge to proceed with the Arrangement as amended rather than the Superior Proposal. In the event the Trust and True propose to amend this agreement and the Arrangement to provide that the Shellbridge Shareholders shall receive a value per Shellbridge Share equal to or arrangement relating greater than the value per Shellbridge Share provided in the Superior Proposal and so advises Shellbridge prior to an Acquisition Proposalthe expiry of such 72 hour period, the board of directors of Shellbridge shall not accept, recommend, approve or enter into any agreement to implement such Superior Proposal and shall not release the party making the Superior Proposal from any standstill provisions and shall not withdraw, redefine, modify or change its recommendation in respect of the Arrangement. (bd) immediately cease The Trust and terminate, and cause True agree that all information that may be provided to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) it by Shellbridge with respect to any Acquisition Proposal; and (c) immediately notify Superior Proposal pursuant hereto shall be treated as if it were “Confidential Information” as provided pursuant to the Purchaser and terms of the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, Shellbridge Confidentiality Agreement and shall provide not be disclosed or used except in accordance with the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description provisions of the material terms of such correspondence sent Shellbridge Confidentiality Agreement or communicated in order to the Shareholder, enforce its affiliates or its, his, or her Representativesrights under this agreement in legal proceedings.

Non-Solicitation. The Shareholder hereby covenants and irrevocably (a) Lambda agrees that that, except as expressly contemplated by this Agreement, neither it nor any of the Lambda Subsidiaries shall, from and Lambda shall use its reasonable best efforts, and shall cause each of the date hereof until the earlier of Lambda Subsidiaries to use their respective reasonable best efforts to, cause their respective Representatives not to (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial indirectly initiate or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, or knowingly encourage or otherwise knowingly facilitate (including by way of furnishing non-public information relating to Lambda or providing copies ofany of the Lambda Subsidiaries) any inquiries or the making or submission of any proposal that constitutes, access or could reasonably be expected to lead to, an Acquisition Proposal with respect to Lambda, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.4(a), participate or disclosure ofengage in discussions or negotiations with, or disclose any confidential information, non-public information or data relating to Lambda or any of the Lambda Subsidiaries or afford access to the properties, facilities, books or records of the Company Lambda or any of its the Lambda Subsidiaries to any Person that has made an Acquisition Proposal with respect to Lambda or entering to any Person in contemplation of making an Acquisition Proposal with respect to Lambda or (iii) accept an Acquisition Proposal with respect to Lambda or enter into any form agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any inquiryAcquisition Proposal with respect to Lambda (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.4) or (B) requiring, proposal intending to cause, or offer that constitutes an which could reasonably be expected to cause Lambda to abandon, terminate or fail to consummate the Integrated Mergers or any other transaction contemplated by this Agreement (each, a “Lambda Acquisition Proposal; Agreement”). Any violation of the foregoing restrictions by the Lambda Subsidiaries or by any Representatives of Lambda who are directors or executive officers of Lambda, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of Lambda or otherwise, shall be deemed to be a breach of this Agreement by Lambda. Notwithstanding anything to the contrary in this Agreement, prior to the earlier of (1) delivery of the Requisite Lambda Support Agreements or (2) in the event of a Lambda Stockholder Meeting Election by Pi, the time the Lambda Stockholder Approval is obtained, Lambda and the Lambda Board may take any actions described in clause (ii) enter into in the first sentence of this Section 5.4(a) with respect to a third party if (w) after the date of this Agreement and prior to the earlier of (1) delivery of the Requisite Lambda Support Agreements or otherwise engage (2) in the event of a Lambda Stockholder Meeting Election by Pi, the time the Lambda Stockholder Approval is obtained, Lambda receives a written Acquisition Proposal with respect to Lambda from such third party (and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or participate knowingly facilitated by Lambda or any of the Lambda Subsidiaries or any of their respective Representatives), (x) Lambda provides Pi the notice required by Section 5.4(g) with respect to such Acquisition Proposal, (y) the Lambda Board determines in any discussions or negotiations good faith (after consultation with any Person (other than any Purchaser Party or Purchaser Party RepresentativeLambda’s financial advisors and outside legal counsel) regarding any inquiry, that such proposal or offer that constitutes or could reasonably be expected to constitute lead to a Superior Proposal with respect to Lambda, and (z) the Lambda Board determines in good faith (after consultation with Lambda’s outside legal counsel) that the failure to participate in such discussions or negotiations or to disclose such information or data to such third party would be inconsistent with its fiduciary duties; provided that Lambda shall not deliver any information to such third party without first entering into an Acceptable Confidentiality Agreement with such third party. Notwithstanding the limitations set forth in this Section 5.4(a) and subject to compliance with Lambda’s obligations contained in Section 5.4(g), if Lambda receives, following the date hereof and prior to the earlier of (1) delivery of the Requisite Lambda Support Agreements or (2) in the event of a Lambda Stockholder Meeting Election by Pi, the time the Lambda Stockholder Approval is obtained, a bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.4, Lambda and its Representatives may contact the Person or any of such Person’s Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that Lambda may inform itself about such Acquisition Proposal; (iii) accept, approve, endorse . Nothing contained in this Section 5.4 shall prohibit Lambda or recommend, or publicly propose the Lambda Board from taking and disclosing to accept, approve, endorse or recommend any Acquisition Proposal, or take no the Lambda Stockholders a position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition ProposalProposal with respect to Lambda pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law. (b) immediately cease and terminateNeither (i) the Lambda Board nor any committee thereof shall directly or indirectly (A) withhold or withdraw (or amend, and cause modify or qualify in a manner adverse to be terminatedPi, Merger Sub Inc. or Merger Sub LLC), or publicly propose or announce any intention to withhold or withdraw (or amend, modify or qualify in a manner adverse to Pi, Merger Sub Inc. or Merger Sub LLC), the Lambda Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) Acquisition Proposal with respect to Lambda (any action described in this clause (i) being referred to as a “Lambda Adverse Recommendation Change”) nor (ii) shall Lambda or any of the Lambda Subsidiaries execute or enter into a Lambda Acquisition Proposal; and (c) immediately notify Agreement. Notwithstanding the Purchaser and the Companyforegoing, at first orallyany time prior to obtaining the Lambda Stockholder Approval, and then promptly subject to Lambda’s compliance in all material respects at all times with the provisions of this Section 5.4 and Section 5.3, in response to a Superior Proposal with respect to Lambda that was not initiated, solicited, knowingly encouraged or knowingly facilitated by Lambda or any event within 24 hours of the Lambda Subsidiaries or any of their respective Representatives, the Lambda Board may make a Lambda Adverse Recommendation Change; provided, however, that Lambda shall not be entitled to exercise its right to make a Lambda Adverse Recommendation Change in writingresponse to a Superior Proposal with respect to Lambda (x) until three (3) Business Days after Lambda provides written notice to Pi (a “Lambda Notice”) advising Pi that the Lambda Board or a committee thereof has received a Superior Proposal, specifying the material terms and conditions of any Acquisition such Superior Proposal, and shall provide identifying the Purchaser Person or group making such Superior Proposal, (y) if during such three (3) Business Day period, Pi proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the Lambda Board determines in good faith (after consultation with Lambda’s financial advisors and outside legal counsel, and taking into account all financial, legal, and regulatory terms and conditions of such alternative transaction proposal, including any conditions to and expected timing of consummation, and any risks of non-consummation of such alternative transaction proposal) that such alternative transaction proposal is not at least as favorable to Lambda and its stockholders as the Company with copies of all written documents, correspondence Superior Proposal (it being understood that any change in the financial or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated a Superior Proposal shall require a new Lambda Notice and a new two (2) Business Day period under this Section 5.4(b)) and (z) unless the Lambda Board, after consultation with outside legal counsel, determines that the failure to the Shareholder, make a Lambda Adverse Recommendation Change would be inconsistent with its affiliates or its, his, or her Representativesfiduciary duties.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from (1) From the date hereof until the earlier of (i) the termination of date that this Agreement is terminated pursuant to Article 4 and (ii) 7, except as expressly provided in this Article 5, neither Party shall, directly or indirectly, do or authorize or permit any of its Representatives to do, any of the Effective Timefollowing: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company a Party or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingSubsidiary) any inquiryAcquisition Proposal in respect of such Party or any inquiries, proposal proposals or offer offers relating to any Acquisition Proposal or that constitutes could reasonably be expected to lead to an Acquisition ProposalProposal in respect of such Party; (iib) enter into into, engage in, continue or otherwise engage or participate in any discussions or negotiations with any Person person (other than any Purchaser the other Party or Purchaser Party Representativehereto) regarding any inquiryAcquisition Proposal in respect of such Party or any inquiries, proposal proposals or offer offers relating to any Acquisition Proposal or that constitutes or could reasonably be expected to constitute or lead to an Acquisition ProposalProposal in respect of such Party; (iiic) make a Change in Recommendation; (d) accept, approve, endorse or recommend, execute or enter into, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to acceptinto, approve, endorse, recommend or execute or enter into any agreement, letter of intent, agreement in principle, agreement, arrangement, offer or understanding or arrangement relating to in respect of an Acquisition ProposalProposal (other than a confidentiality and standstill agreement contemplated under Section 5.3(1)). (b2) Each Party shall, and shall cause its Representatives to, immediately cease and terminate, and cause to be terminated, any existing solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person person (other than any Purchaser the other Party or Purchaser Party Representativehereto) with respect to any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, each Party will: (a) immediately discontinue access to and disclosure of any of its confidential information, including any data room and any confidential information, properties, facilities, books and records of such Party or of any of its Subsidiaries; and (cb) immediately notify within two Business Days of the Purchaser date of this Agreement request and exercise all rights it has under any confidentiality agreement at the Company, at first orally, and then promptly and in any event within 24 hours in writing, date of this Agreement related to any Acquisition Proposal, and shall provide including an Acquisition Proposal made prior to the Purchaser and date hereof (i) the Company with return or destruction of all copies of any confidential information regarding such Party or any of its Subsidiaries provided to any person relating to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding such Party or any of its Subsidiaries. (3) Each Party represents that it has not as of the date of this Agreement and in the 12 months prior to the date of this Agreement, waived any confidentiality, standstill, non-disclosure, non-solicitation or similar agreement or restriction to which such Party or any of its Subsidiaries is a party. Each Party shall will use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant to which it or its Subsidiaries is a party and relates to a potential Acquisition Proposal (including a potential Acquisition Proposal made prior to the date hereof) and neither it, nor any of its Subsidiaries have or will, without the prior written documentsconsent of the other Party (which may be withheld or delayed in the other Party’s sole and absolute discretion), correspondence or other material received by the Shareholder, its affiliates or its, hisrelease any Person from, or her Representatives in respect ofwaive, from amend, suspend or on behalf otherwise modify such Person’s obligations, or any of its Subsidiaries, under any such confidentiality, standstill, non-disclosure, non-solicitation or similar agreement to which the Party or any of its Subsidiaries is a party; provided, however, that the Parties acknowledge and agree that the automatic termination or release of any such Person agreement, restriction or covenant in connection therewith and if accordance with their terms will not in writing or electronic form, be a description violation of this Section 5.1(3). (4) Each Party shall advise its Representatives of the material terms prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by a Party’s Representatives is deemed to be a breach of this Article 5 by such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesParty.

Non-Solicitation. The Shareholder hereby covenants and irrevocably (a) Subject to any actions which Target is required to take so as to comply with the requirements of the Irish Takeover Rules, Target agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant neither it nor any member of the Target Group shall, and that it will use all reasonable endeavours to Article 4 cause its and (ii) the Effective Time: (a) nottheir respective Representatives and any person Acting in Concert with Target not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, initiate or take any action to knowingly facilitate or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, non-public information to any confidential information, properties, facilities, books or records person in connection with) the submission of the Company any Target Alternative Proposal or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiryindication, proposal or offer inquiry that constitutes an Acquisition would reasonably be expected to lead to a Target Alternative Proposal, save as required to ensure compliance with Rule 20.3 and 23.1 of the Irish Takeover Rules; (ii) prior to receipt of any Target Alternative Proposal, enter into or otherwise engage into, continue or participate in any discussions or negotiations with regarding a Target Alternative Proposal with, or, save as required by Law or Rule 20.3 of the Irish Takeover Rules, furnish any Person (other than non-public information regarding Target or its Subsidiary to, or afford access to the business, properties, assets, personnel, books or records of the Target or any Purchaser Party of its Subsidiaries to, otherwise cooperate in any way with, or Purchaser Party Representative) regarding knowingly assist, participate in, knowingly facilitate or knowingly encourage any inquiryeffort by, any person that has made, that would reasonably be expected to make or, to the Knowledge of Target, is considering, formulating or intending on making a Target Alternative Proposal or any indication, proposal or offer inquiry that constitutes would reasonably be expected to lead to a Target Alternative Proposal, except to notify such person as to the existence of this Clause 5.2; or (iii) expressly waive, terminate, amend or modify any provision of any “standstill” or similar obligation of any person with respect to any member of the Target Group, provided that Target will not be (A) prohibited from permitting any person to make a Target Alternative Proposal privately to the Target Board (or any committee of the Target Board) or (B) required to take, or be prohibited from taking, any action otherwise prohibited or required by sub-Clauses (i) or (ii) of this Clause 5.2(a) if the Target Board determines, in good faith (after consultation with its outside legal counsel), that failure to take such action or permit such inaction would be inconsistent with the members of the Target Board’s fiduciary duties under applicable Law. (b) Target shall, and will cause its Subsidiary and their respective Representatives and will use all reasonable endeavours to cause its and their Concert Parties to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any Target Alternative Proposal and, subject to its obligations under the Irish Takeover Rules, immediately terminate all physical and electronic dataroom access previously granted to any such person or its Representatives. (c) Notwithstanding the limitations set forth in Clauses 5.2(a) and (b), if Target receives a Target Alternative Proposal which did not or does not result from a breach (except in de minimis respects) of Clauses 5.2(a) and (b), Target may take any or all of the following actions: (i) contact the person who makes such Target Alternative Proposal (the “Proposer”) to understand the terms and conditions of any such Target Alternative Proposal; (ii) furnish non-public information to the Proposer and any persons Acting in Concert with the Proposer, their respective potential financing sources and Representatives (provided that all such information has previously been provided to Bidder or is provided to Bidder concurrently with the time it is provided to such person(s)), if, and only if, prior to so furnishing such information, Target receives from the Proposer an executed confidentiality agreement, or as of the date of this Agreement the Proposer is party to such a confidentiality agreement, containing terms no less restrictive on the Proposer than the terms in the Confidentiality Agreement are restrictive on Bidder and Bidco; provided, however, that if such confidentiality agreement is executed after the date of this Agreement, such confidentiality agreement will permit Target to disclose all information contemplated by Clause 5.2(d) to Bidco; and (iii) engage in discussions or negotiations with the Proposer (and such other persons) with respect to such Target Alternative Proposal, provided that Target will not be permitted to take the action set forth in sub-Clauses 5.2(c)(ii) or 5.2(c)(iii) unless the Target Board has determined in good faith (after consultation with Target’s financial advisers and outside legal counsel) that such Target Alternative Proposal is, or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect lead to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition a Target Superior Proposal. (bd) immediately cease and terminateSubject to any actions which Target is required to take in order to comply with the Irish Takeover Rules, and cause to be terminated, provided the terms of any solicitation, encouragement, discussion, negotiation, or other activities commenced confidentiality agreement entered into by it with the Proposer prior to the date of this Agreement do not prohibit it from doing so (and Target has received advice from its outside legal counsel to that effect), Target will promptly (and in any event within 48 hours of receipt of any Target Alternative Proposal) notify Bidder of the receipt of any Target Alternative Proposal and will indicate the material terms and conditions (including, without limitation, price per share offered and form of consideration) of such Target Alternative Proposal to Bidder, provided, however, that Target will not be required to notify Bidder of the identity of the Proposer, and thereafter will promptly keep Bidder reasonably informed of any material change to the terms of any such Target Alternative Proposal. Subject to any obligations of Target under the Irish Takeover Rules, Target will not, and will cause its Subsidiary not to, enter into any confidentiality agreement with any Person person following the date of this Agreement that prohibits Target from providing such information to Bidder or complying with its obligations to Bidder under this Agreement. (e) Except as set forth in Clause 5.2(f) and until satisfaction of the steps set out in Clause 5.2(f), neither the Target Board nor any committee of the Target Board shall: (i) withdraw (or modify in any manner adverse to Bidder or Bidco), or propose publicly to withdraw (or modify in any manner adverse to Bidder or Bidco), the Scheme Recommendation or the recommendation contemplated by Clause 3.6(c)(iv), as applicable; (ii) fail to include the Scheme Recommendation in the Scheme Document or the Proxy Statement; (iii) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Target Alternative Proposal; (iv) cause or allow any member of the Target Group to execute or enter into any agreement in relation to a Target Alternative Proposal, other than as contemplated by Clause 9.1(a)(ii)(B) or a confidentiality agreement referred to in Clause 5.2(c); or (v) fail to reaffirm the Scheme Recommendation in a statement complying with Rule 14d-9 or Rule 14e-2(a) under the Exchange Act with regard to a Target Alternative Proposal or in connection with such action by the close of business on the 10th Business Day after the commencement of such Target Alternative Proposal under Rule 14d-9 or Rule 14e-2(a), (any Purchaser Party of the foregoing actions in this Clause 5.2(e) being a “Target Change of Recommendation”), it being agreed that the provision by Target to Bidder or Purchaser Party RepresentativeBidco of notice or information in connection with a Target Alternative Proposal or Target Superior Proposal as required or expressly permitted by this Agreement will not, in and of itself, constitute a Target Change of Recommendation. (f) If the Target Board has concluded, in good faith (after consultation with respect to any Acquisition its outside legal counsel and financial advisers) that: (i) the relevant Target Alternative Proposal constitutes a Target Superior Proposal; and (cii) immediately notify that the Purchaser failure to make a Target Change of Recommendation would be inconsistent with the Target Directors’ fiduciary duties under applicable Law, Target will provide a written notice to Bidder (a “Superior Proposal Notice”) advising Bidder that Target has received a Target Alternative Proposal and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of specifying the material terms of such correspondence sent Target Alternative Proposal, and such other information with respect thereto required by Clause 5.2(d) and including written notice of the determination of the Target Board that such Target Alternative Proposal constitutes a Target Superior Proposal. For a period of four days following the time of delivery to Bidder of the Superior Proposal Notice (as it may be extended under the last sentence of this Clause 5.2(f), the “Notice Period”), Bidder will have the opportunity to discuss in good faith the terms and conditions of this Agreement and the Transactions, including an increase in, or communicated modification of, the Consideration, and such other terms and conditions such that the relevant Target Alternative Proposal no longer constitutes a Target Superior Proposal (a “Revised Acquisition”). If, following the expiration of such Notice Period, the Target Board has determined in good faith (after consultation with its outside legal counsel and financial advisers) that the relevant Target Alternative Proposal continues to constitute a Target Superior Proposal, taking into account all changes proposed in writing by Bidder during the Notice Period, the Target Board will provide a further written notice to Bidder to such effect (a “Final Recommendation Change Notice”). If, during the Notice Period any material revision is made to the Shareholderfinancial terms or other material terms and conditions of the relevant Target Alternative Proposal in writing, Target shall, promptly following each such revision, deliver a new Superior Proposal Notice to Bidder and comply with the requirements of this Clause 5.2(f) with respect to such new Superior Proposal Notice, except that the Notice Period will be the greater of two Business Days and the amount of time remaining in the initial Notice Period. Notwithstanding any Final Recommendation Change Notice, unless this Agreement has been terminated in accordance with Clause 9, the Target shall hold the Court Meeting and the EGM in accordance with Clause 3.1 for the purposes of obtaining the approval of the Resolutions by the requisite majorities of Target Shareholders, and nothing contained herein shall be deemed to relieve the Target of such obligation. (g) Nothing contained in this Agreement will prohibit or restrict Target, the Target Board or any committee of the Target Board from making any disclosure to Target Shareholders required by Law or which, in the good faith opinion of the Target Board (after consultation with its affiliates or itsoutside legal counsel), hisis required in order to discharge the Target Board’s fiduciary duties, or her Representativesprovided that, to the extent any such disclosure is made which constitutes a Target Change of Recommendation the relevant provisions of this Clause 5 shall apply.

Non-Solicitation. The Shareholder hereby covenants (a) Upon execution of this Agreement, DGLP shall and irrevocably agrees shall cause Subsidiary and its and their respective Representatives to cease immediately and cause to be terminated any and all existing activities, discussions or negotiations with any Person conducted heretofore with respect to, or that it shallmay reasonably be expected to lead to, from an Acquisition Proposal. Seller shall promptly after the date hereof until the earlier of (i) the termination of this Agreement pursuant instruct each Person which has heretofore executed a confidentiality agreement relating to Article 4 an Acquisition Proposal with or for the benefit of Seller to promptly return or destroy all information, documents, and (ii) materials relating to the Effective Time:Acquisition Proposal or to Seller or its businesses, operations or affairs heretofore furnished by Seller or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. (ab) notExcept as authorized or permitted in this Section 5.15, DGLP agrees that neither it nor Subsidiary shall, and that it shall cause its and Subsidiary’s respective Representatives not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) initiate, solicit, assist, initiate, or knowingly encourage or otherwise knowingly facilitate (including by way the submission of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, indication of interest, proposal or offer that constitutes constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (ii) enter into or otherwise engage or participate in any discussions or negotiations with regarding, or furnish any non-public information to any Person (other than any Purchaser Party or Purchaser Party RepresentativeBuyer) regarding any inquiryin connection with, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; , (iii) accept, approve, endorse enter into any letter of intent or recommendagreement related to an Acquisition Proposal (other than a confidentiality agreement as contemplated by Section 5.15(c)), or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, approve or recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (bc) immediately cease Notwithstanding Section 5.15(b), from the date hereof and terminateprior to the receipt of the Seller Stockholder Approval, if Seller or its Representatives receive an unsolicited bona fide written Acquisition Proposal that the board of directors of the Seller determines in good faith, after consultation with outside legal counsel and financial advisors, constitutes, or is reasonably likely to lead to, a Superior Proposal, Seller may take the following actions: (i) furnish information with respect to DGLP and Subsidiary or the Business to the third party making such Acquisition Proposal (a “Qualified Bidder”), provided Seller receives from the Qualified Bidder an executed confidentiality agreement and provided that such confidentiality agreement shall not contain any provisions that would prevent Seller from complying with its obligations to provide Buyer with the required notices under Sections 5.15(e) and (g), and cause further provided that all such information provided to be terminatedsuch Qualified Bidder has been previously provided to Buyer prior to or concurrently with the time it is provided to such Qualified Bidder; and (ii) engage in discussions or negotiations with the Qualified Bidder and its Representatives with respect to the Acquisition Proposal. (d) Except as otherwise provided in Section 5.15(e), neither the Seller Board nor any solicitation, encouragement, discussion, negotiationcommittee of the Seller Board may withdraw or change in a manner adverse to Buyer the Seller Recommendation, or other activities commenced propose publicly to approve, adopt or recommend any Acquisition Proposal (an “Adverse Recommendation Change”). (e) Notwithstanding Section 5.15(d), at any time prior to receipt of the Seller Stockholder Approval, the board of directors of Seller may in response to a Superior Proposal that did not result from a breach by Seller of this Section 5.15, (i) effect an Adverse Recommendation Change, and/or (ii) enter into a definitive agreement with respect to such Superior Proposal (an “Acquisition Agreement”) and simultaneously terminate this Agreement in accordance with Section 8.1(h) if the Seller Board determines in good faith, after consultation with Seller’s outside legal counsel that failure to do so would reasonably be likely to result in a breach of its fiduciary obligations under applicable Legal Requirements; provided, however, that such actions may only be taken at a time that is (A) after the fourth (4th) Business Day following Buyer’s receipt of written notice from Seller that the Seller Board is prepared to take such action (the “Subsequent Determination Notice”), such notice will identify the Person making such Superior Proposal and attach the most current version of any agreement relating to the Superior Proposal (it being understood and agreed that any material amendment to such Superior Proposal, including the financial terms of such Superior Proposal, shall require the delivery of a new Subsequent Determination Notice and the commencement of a new four (4) Business Day period), and (B) at the end of such period, the Seller Board determines in good faith, after taking into account all amendments or revisions irrevocably committed to by Buyer and after consultation with outside legal counsel and financial advisors, that such Acquisition Proposal remains a Superior Proposal. During any such four (4) Business Day period, Buyer shall be entitled to deliver to Seller one or more counterproposals to such Acquisition Proposal, and Seller shall give Buyer the opportunity to meet and negotiate with Seller and its Representatives. (f) In addition, and notwithstanding the foregoing, at any time prior to receipt of the Seller Stockholder Approval, the Seller Board may, in response to a material development or change in circumstances occurring or arising after the date hereof that was neither known to the Seller Board nor reasonably foreseeable as of or prior to the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), withdraw or modify its recommendation of this Agreement or the Contemplated Transactions if the Seller Board has concluded in good faith, after consultation with its outside counsel, that, in light of such Intervening Event, its fiduciary obligations require it to take such action; provided that, the Seller Board shall not be entitled to take such action pursuant to this sentence unless Seller has (x) provided to Buyer at least four (4) Business Days’ prior written notice advising the Buyer that the Seller Board intends to take such action and specifying the reasons therefor in reasonable detail and (y) during such four (4) Business Day period, if requested by Buyer, provide any information related to the Intervening Event reasonably requested by Buyer and engage in good faith negotiations with Buyer to amend this Agreement in such a manner that obviates the need for taking such action as a result of the Intervening Event. Any Adverse Recommendation Change shall not change the approval of this Agreement or any other approval of the Seller Board, nor shall any Adverse Recommendation Change have the effect of causing any state (including Nevada and Delaware) corporate takeover statute or other similar statute to be applicable to the Contemplated Transactions. (g) From and after the execution of this Agreement, Seller shall notify Buyer promptly (but in any event within twenty-four (24) hours) of the receipt of any Acquisition Proposal or inquiries, discussions, negotiations, proposals or expressions of interest that would be reasonably expected to lead to, an Acquisition Proposal. This notice shall include (i) the identity of the Person or group making any such Acquisition Proposal, request or inquiry, (ii) a copy of all written materials provided by such Person in connection with such Acquisition Proposal, request or inquiry and (iii) a written summary, if it is not in writing, of any such Acquisition Proposal, request or inquiry. After receipt of the Acquisition Proposal, request or inquiry, Seller shall keep Buyer informed promptly (but in any event within twenty-four (24) hours) of all material developments regarding the status and material details of any such Acquisition Proposal, request or inquiry (including, but not limited to, notice of all material amendments with respect thereto). (h) Nothing in this Section 5.15 shall be deemed to prohibit Seller from complying with Rule 14e-2 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act with regard to an Acquisition Proposal if, in the good faith judgment of the board of directors of Seller or a committee thereof, after consultation with its outside legal counsel, failing to take such action would be inconsistent with its obligations under applicable Law (it being understood that any such compliance with Rule 14e-2 or Item 1012(a) may constitute an Adverse Recommendation Change). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by Seller that describes Seller’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto, or any Person (other than “stop, look and listen” communication by the Seller Board pursuant to Rule 14d-9(f) of the Exchange Act or any Purchaser Party similar communication to the Seller Stockholders, shall not constitute an Adverse Recommendation Change or Purchaser Party Representative) an approval or recommendation with respect to any Acquisition Proposal; and. (ci) immediately notify For purposes of this Agreement, “Superior Proposal” shall mean any bona fide unsolicited written Acquisition Proposal (with all references to 15% in the Purchaser definition of Acquisition Proposal being treated as references to 50% for these purposes) made by a third party that did not result from a breach of this Section 5.15 that the Seller Board determines in good faith, after consultation with outside legal counsel and the Companyfinancial advisors, at first orallyis reasonably capable of being consummated, and then promptly if consummated would be more favorable from a financial point of view to the Seller Stockholders than the Contemplated Transactions, and in any event within 24 hours in writingall amendments or revisions irrevocably committed to by Buyer pursuant to Section 5.15(e)) taking into account all financial, regulatory, legal and other aspects of any such Acquisition Proposal, and shall provide including, without limitation, the Purchaser likelihood of consummation. (j) For purposes of this Agreement, “Acquisition Proposal” means any inquiry, indication of interest, proposal or offer for any transaction or series of related transactions involving (i) a merger, tender offer, recapitalization, reorganization, liquidation, dissolution, business combination or consolidation, or any similar transaction, involving DGLP, Subsidiary or the Business, (ii) a sale, lease, license, exchange, mortgage, pledge, transfer or other acquisition of assets that constitute at least 15% of the Assets, taken as a whole, or (iii) a purchase, tender offer or other acquisition (including by way of merger, consolidation, stock exchange or otherwise) of beneficial ownership (the term “beneficial ownership” for purposes of this Agreement having the meaning assigned thereto in Section 13(d) of the Exchange Act and the Company with copies rules and regulations thereunder) of all written documents, correspondence securities representing 15% or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description more of the material terms voting power of such correspondence sent DGLP or communicated to Subsidiary; provided, however, that the Shareholder, its affiliates or its, his, or her Representativesterm “Acquisition Proposal” shall not include the Contemplated Transactions.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Each of the Shareholder Parties shall not, and shall cause its Subsidiaries (if any) and its controlled Affiliates and its and their respective officers, directors and employees not to, and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (ia) solicit, assist, initiate, initiate or take any action to knowingly encourage or otherwise facilitate (including by way of furnishing providing non-public information) or providing copies of, access to, knowingly encourage or disclosure of, induce the submission of any confidential information, properties, facilities, books or records of the Company Parent Acquisition Proposal or any of its Subsidiaries inquiry or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an would reasonably be expected to lead to a Parent Acquisition Proposal; , (iib) enter into or otherwise engage or participate in any discussions or negotiations with with, furnish any Person (other than information relating to Parent or any Purchaser of its Subsidiaries, or afford access to the business, properties, assets, books or records of Parent or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or knowingly encourage any effort by, any Third Party that such Shareholder Party knows, or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could should reasonably be expected to constitute an Acquisition Proposal; (iii) acceptknow, approveis considering, endorse or recommendseeking to make, or publicly propose has made, a Parent Acquisition Proposal or any inquiry or proposal that may reasonably be expected to accept, approve, endorse or recommend any lead to a Parent Acquisition Proposal, (c) enter into or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or declare advisable for such Shareholder Party (or any of its Subsidiaries or controlled Affiliates) to execute or enter into or publicly propose to acceptinto, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding understanding, agreement in principle or other similar arrangement relating in connection with any Parent Acquisition Proposal or (d) resolve, propose or agree to an Acquisition Proposal. do any of the foregoing. Each of the Shareholder Parties shall, and shall cause its Subsidiaries (b) if any), its controlled Affiliates and its and their respective officers, directors and employees to, and shall use reasonable best efforts to cause its and their Representatives to immediately cease and terminate, and cause to be terminatedterminated any and all existing activities, discussions or negotiations, if any, with any solicitation, encouragement, discussion, negotiation, or other activities commenced Third Party conducted prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Parent Acquisition Proposal; and. In addition, each of the Shareholder Parties shall notify the Company promptly (but in no event later than twenty-four (24) hours) after receipt by such Shareholder Party (or any of its controlled Affiliates or Representatives) of any Parent Acquisition Proposal (including material modifications thereto) or any request for information relating to Parent or any of its Subsidiaries or for access to the business, properties, assets, books or records of Parent or any of its Subsidiaries by any Third Party that, to the knowledge of such Shareholder Party, is considering making or has made, a Parent Acquisition Proposal, which notice shall be provided in writing and shall include a written summary of (i) any material correspondence relating thereto and (ii) the material terms and conditions of such Parent Acquisition Proposal (including material modifications thereto), subject, in each case, to the terms of any Shareholder Acceptable Confidentiality Agreement. (cb) immediately notify Notwithstanding Section 4.03(a), if at any time prior to the Purchaser Parent Approval Time (and in no event after the Parent Approval Time), (i) the Board of Directors of Parent receives a bona fide written Parent Acquisition Proposal made after the date hereof that was not solicited in breach of, and does not otherwise result from a violation of Section 7.2 of the Merger Agreement or Section 4.03 and (ii) the Board of Directors of Parent (or committee thereof) (including the Parent Special Committee) determines in good faith and after consultation with Parent’s financial advisor and outside legal counsel that (x) the failure of Parent to take the actions set forth in Section 7.2(b)(i) and Section 7.2(b)(ii) of the Merger Agreement would be inconsistent with the fiduciary duties of the Board of Directors of Parent (or, if applicable, committee thereof) under Applicable Law and (y) it is advisable for the Shareholder Parties to take the actions set forth in Section 4.03(b)(1)-(2), then (and only then) the Shareholder Parties shall be permitted to (1) engage in negotiations or discussions with any Third Party that, subject to Parent’s compliance with Section 7.2(a) of the Merger Agreement and the Shareholder Parties’ compliance with Section 4.03(a), has made after the date of this Agreement an unsolicited bona fide written Parent Acquisition Proposal that the Board of Directors of Parent (or Parent Special Committee) determines in good faith, after consultation with its financial advisor and outside legal counsel, is or is reasonably likely to lead to a Parent Superior Proposal and (2) furnish to such Third Party and its Representatives and financing sources nonpublic information relating to such Shareholder Party pursuant to a confidentiality agreement with terms no less favorable to Shareholder than those contained in the Confidentiality Agreement (it being understood that such confidentiality agreement need not include any standstill terms and shall not provide such person with any exclusive right to negotiate with Parent or any Shareholder Party) (a “Shareholder Acceptable Confidentiality Agreement”), a copy of which shall be provided substantially concurrently with its execution, to the Company for informational purposes; provided that all such non-public information (to the extent that such information has not been previously provided or made available to the Company) is provided or made available to the Company, at first orallyas the case may be, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and substantially concurrently with the time it is provided or made available to such Third Party; provided further that no Shareholder Acceptable Confidentiality Agreement shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description contain Section 3 of the material terms of such correspondence sent Confidentiality Agreement and upon entry into any Shareholder Acceptable Confidentiality Agreement or communicated Parent Acceptable Confidentiality Agreement, the parties hereby agree that the Confidentiality Agreement shall be amended to the Shareholder, its affiliates or its, his, or her Representativesremove and replace Section 3 thereof with “[Reserved]”.

Non-Solicitation. The Shareholder hereby covenants (1) Except as expressly provided in this Article 5, the Company and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) its Subsidiaries shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisoradviser) or agent of the Company or otherwiseof any of its Subsidiaries (collectively “Representatives”), and shall not permit any such person Person to: (ia) solicit, assist, initiate, knowingly encourage or otherwise facilitate knowingly facilitate, (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingSubsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iib) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser or any Purchaser Party or Purchaser Party Representativeof its affiliates) regarding any inquiry, proposal or offer that constitutes or could would reasonably be expected to constitute or lead to, an Acquisition Proposal; (iii) accept, approveit being acknowledged and agreed that the Company may communicate with any Person for purposes of advising such Person of the non-solicitation restrictions in Article 5 hereof, endorse also advising such Person, as applicable, that their Acquisition Proposal does not constitute a Superior Proposal or recommend, is not reasonably expected to constitute or publicly propose lead to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition a Superior Proposal; or (ivc) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter make a Change in Recommendation other than following the occurrence of intent, understanding or arrangement relating to an Acquisition Proposala Purchaser Material Adverse Effect. (b2) The Company shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiationnegotiations, or other activities commenced on or prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representativethe Purchaser) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith the Company shall: (a) promptly discontinue access to and disclosure of all confidential information, including the Company Data Room, properties, facilities, books and records of the Company or any Subsidiary of the Company; and (cb) immediately notify within two Business Days of the Purchaser and date hereof, to the Companyextent it is permitted to do so, at first orallyrequest, and then promptly and in any event within 24 hours in writing, use commercially reasonably efforts to exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any such Person other than the Purchaser; and (ii) the destruction of such material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company represents and warrants that, in the 12 months prior to the date hereof, the Company has not waived any standstill or similar agreement or restriction to which the Company or any Subsidiary is a party relating to an Acquisition Proposal, and covenants and agrees that (i) the Company shall provide use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure or similar agreement or restriction to which the Company or any Subsidiary is a party in connection with a potential or actual Acquisition Proposal, and (ii) neither the Company, nor any Subsidiary will, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill, non-disclosure or similar agreement or restriction to which the Company or any Subsidiary is a party in connection with copies a potential or actual Acquisition Proposal, it being acknowledged and agreed that the automatic termination of all written documentsany standstill, correspondence confidentially or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf non-disclosure provisions of any such Person in connection therewith and if not in writing agreement or electronic form, restriction as a description result of the material entering into and announcement of this Agreement by the Company pursuant to the express terms of any such correspondence sent agreement or communicated to restriction, shall not be a violation of this Section 5.1 and that the Shareholder, its affiliates or its, his, or her RepresentativesCompany shall not be prohibited from considering a Superior Proposal from a party whose obligations so terminated automatically upon the entering into and announcement of this Agreement.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall(a) [Intentionally omitted] (b) Subject to Section 7.4(c), from the date hereof until the earlier of (i) Effective Time or, if earlier, the termination of this Agreement pursuant to in accordance with Article 4 and (ii) IX, none of the Effective Time: (a) notCompany, its Subsidiaries or any of their respective Representatives shall, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, solicit or knowingly encourage or otherwise facilitate (including by way of furnishing providing information) the submission of any inquiries, proposals or providing copies of, access offers or any other efforts or attempts that constitute or may reasonably be expected to lead to, any Company Acquisition Proposal or disclosure ofengage in any discussions or negotiations with respect thereto or otherwise knowingly cooperate with or knowingly assist or participate in, or knowingly facilitate any such inquiries, proposals, discussions or negotiations, or (ii) approve or recommend, or publicly propose to approve or recommend, a Company Acquisition Proposal or enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement providing for or relating to a Company Acquisition Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder or propose or agree to do any of the foregoing. Upon execution of this Agreement, the Company shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Person conducted theretofore by the Company, any of its Subsidiaries or any of their respective Representatives with respect to any Company Acquisition Proposal and cause to be returned or destroyed all confidential information, properties, facilities, books information provided or records made available to such Person on behalf of the Company or any of its Subsidiaries Subsidiaries. From date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article IX, the Company shall not amend, modify or entering into waive any form provision of any confidentiality agreement to which it is a party or terminate any such confidentiality agreement, arrangement or understandingand shall use reasonable best efforts to enforce the material terms thereof. (c) Notwithstanding anything to the contrary contained in Section 7.4(b), if at any inquirytime following the date of this Agreement and prior to obtaining the Requisite Stockholder Vote, proposal or offer (i) the Company has received a written Company Acquisition Proposal from a third party that constitutes an Acquisition Proposal; the Board of Directors of the Company (following the recommendation of the Special Committee if such committee still exists) believes in good faith to be bona fide and (ii) enter into or otherwise engage or participate the Board of Directors of the Company (following the recommendation of the Special Committee if such committee still exists) determines in any discussions or negotiations good faith, after consultation with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiryits independent financial advisors and outside counsel, proposal or offer that such Company Acquisition Proposal constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition result in a Superior Proposal, or take no position or remain neutral then the Company may (A) furnish information with respect to, any public to the Company and its Subsidiaries to the Person making such Company Acquisition Proposal and (B) participate in discussions or negotiations with the Person making such Company Acquisition Proposal regarding such Company Acquisition Proposal; or provided, that the Company (ivx) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminatewill not, and cause will not allow Company Representatives to, disclose any non-public information to be terminatedsuch Person without entering into an Acceptable Confidentiality Agreement, and (y) will promptly provide to Parent any solicitation, encouragement, discussion, negotiation, non-public information concerning the Company or its Subsidiaries provided to such other activities commenced prior Person which was not previously provided to Parent. After the date of this Agreement with any Person hereof, the Company shall promptly (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours two Business Days) notify Parent in writingthe event it receives a Company Acquisition Proposal from a Person or group of related Persons or any material revisions thereto. Without limiting the foregoing, the Company shall promptly (and in any event within two Business Days) notify Parent if it determines to begin providing information or to engage in negotiations concerning a Company Acquisition Proposal from a Person or group of related Persons pursuant to this Section 7.4(c). (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Requisite Stockholder Vote, the Company receives a Company Acquisition Proposal which the Board of Directors of the Company (following the recommendation of the Special Committee, if such committee still exists) concludes in good faith constitutes a Superior Proposal, the Board of Directors of the Company (following the recommendation of the Special Committee, if such committee still exists) may (x) effect a Recommendation Withdrawal and/or (y) terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal if the Board of Directors of the Company (following the recommendation of the Special Committee, if such committee still exists) determines in good faith, after consultation with outside counsel, that failure to take such action could violate its fiduciary duties under applicable Law; provided, however that the Company shall not terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless concurrently with such termination the Company pays the Termination Fee payable pursuant to Section 9.2(a)(i) and the amount set forth in Section 9.2(a)(ii); and provided, further, that the Board of Directors may not effect a Recommendation Withdrawal pursuant to the foregoing clause (x) or terminate this Agreement pursuant to the foregoing clause (y) unless (i) the Company shall have provided prior written notice to Parent, at least three calendar days in advance (the “Notice Period”), of any Acquisition its intention to effect a Recommendation Withdrawal in response to such Superior Proposal or terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, and which notice shall provide the Purchaser and the Company with copies of all include a written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description summary of the material terms and conditions of such correspondence sent or communicated Superior Proposal (including the identity of the party making such Superior Proposal) and (ii) the Company shall have contemporaneously provided a copy of the relevant proposed transaction agreements with the party making such Superior Proposal. In the event of any material revisions to the ShareholderSuperior Proposal, the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 7.4(d) with respect to such new written notice. (e) The Company agrees that any violations of the restrictions set forth in this Section 7.4 by any Representative of the Company or any of its affiliates or itsSubsidiaries, hisshall be deemed to be a breach of this Section 7.4 by the Company. (f) As used in this Agreement, or her Representatives.the term:

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from (1) From the date hereof until the earlier of (i) the termination of date that this Agreement is terminated pursuant to Article 4 and (ii) 7, except as expressly provided in this Article 5, neither Party shall, directly or indirectly, do or authorize or permit any of its Representatives to do, any of the Effective Timefollowing: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company a Party or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingSubsidiary) any inquiryAcquisition Proposal in respect of such Party or any inquiries, proposal proposals or offer offers relating to any Acquisition Proposal or that constitutes could reasonably be expected to lead to an Acquisition ProposalProposal in respect of such Party; (iib) enter into into, engage in, continue or otherwise engage or participate in any discussions or negotiations with any Person person (other than any Purchaser the other Party or Purchaser Party Representativehereto) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iiic) make a Change in Recommendation; (d) accept, approve, endorse or recommend, execute or enter into, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) acceptendorse, approve, endorse, recommend or execute or enter into or publicly propose to acceptinto, approve, endorse, recommend or execute or enter into any agreement, letter of intent, agreement in principle, agreement, arrangement, offer or understanding in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement contemplated under Section 5.3(1)) or arrangement relating otherwise cooperate with, or assist, participate in or facilitate any effort or attempt by, any Person to seek to do any of the foregoing in respect of an Acquisition Proposal. (b2) Each Party shall, and shall cause its Representatives and subsidiaries to, immediately cease and terminate, and cause to be terminated, any existing solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person person (other than any Purchaser the other Party or Purchaser Party Representativehereto) with respect to any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, each Party will: (a) immediately discontinue access to and disclosure of any of all information, including any data room and any confidential information, properties, facilities, books and records of such Party or of any of its Subsidiaries; and (cb) immediately notify within two Business Days of the Purchaser date of this Agreement request and exercise all rights it has under any confidentiality agreement at the Company, at first orally, and then promptly and in any event within 24 hours in writing, date of this Agreement related to any Acquisition Proposal, and shall provide including an Acquisition Proposal made prior to the Purchaser and date hereof (i) the Company with return or destruction of all copies of any confidential information regarding such Party or any of its Subsidiaries provided to any person relating to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding such Party or any of its Subsidiaries, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) Each Party represents that it has not as at the date of this Agreement and in the 12 months prior to the date of this Agreement, waived any confidentiality, standstill, non-disclosure, non-solicitation or similar agreement or restriction to which such Party or any of its Subsidiaries is a party. Each Party shall will use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant to which it or its Subsidiaries is a party and relates to a potential Acquisition Proposal (including a potential Acquisition Proposal made prior to the date hereof) and neither it, nor any of its Subsidiaries have or will, without the prior written documentsconsent of the other Party (which may be withheld or delayed in the other Party’s sole and absolute discretion), correspondence or other material received by the Shareholder, its affiliates or its, hisrelease any Person from, or her Representatives in respect ofwaive, from amend, suspend or on behalf otherwise modify such Person’s obligations, or any of its Subsidiaries, under any such confidentiality, standstill, non-disclosure, non-solicitation or similar agreement to which the Party or any of its Subsidiaries is a party; provided, however, that the Parties acknowledge and agree that the automatic termination or release of any such Person agreement, restriction or covenant in connection therewith and if accordance with their terms will not in writing or electronic form, be a description violation of this Section 5.1(3). (4) Each Party shall advise its Representatives of the material terms prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by a Party’s Representatives is deemed to be a breach of this Article 5 by such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesParty.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it During the term of this Agreement, Company shall, from the date hereof until the earlier of and shall cause its Representatives: (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notnot to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (ia) solicit, assistinitiate or encourage, initiateor take any action to facilitate, knowingly encourage any Takeover Proposal or any inquiries reasonably likely to result in the making of any Takeover Proposal, or (b) enter into, continue or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with a third party regarding, or furnish to any Person third party any information, or take any other action to facilitate any inquiries with respect to, or otherwise cooperate in any way with, any Takeover Proposal; (other than ii) to immediately cease and cause to be terminated all discussions or negotiations with any Purchaser Party or Purchaser Party Representative) regarding person conducted heretofore with respect to any inquiry, proposal or offer that constitutes or could would reasonably be expected to constitute an Acquisition lead to a Takeover Proposal, and cause all materials and written information communicated by the Company or its advisors and agents to such person to be returned to the Company or destroyed; (iii) acceptto immediately notify Offeror of the receipt by the Company and/or its Representatives, approvefrom the date of execution hereof, endorse of each and any Takeover Proposal or recommendof any contact related to a potential Takeover Proposal including the full details thereof (and any subsequent amendment thereof) and the identity of the persons involved, promptly and in any event within two Business Days of such receipt or publicly propose contact; provided that the Company shall have the right to notify the person making the Takeover Proposal of the provisions of Sections 3.4(i) and (ii) above; (iv) to keep Offeror informed of the status of any such Takeover Proposal or contact, and to promptly advise Offeror of any amendment to a Takeover Proposal; and (v) not to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter in respect of intenta Takeover Proposal (and shall not make nor allow any public communication about such Takeover Proposal); (a) Company and its Representatives shall have the right to, understanding or arrangement relating after filing of such Competing Offer with the AMF, negotiate with and provide information to an Acquisition Proposal. the person having filed the Competing Offer (provided that all information which is provided to the third party shall simultaneously be provided to Offeror); and (b) immediately cease during the Response Period, Offeror shall have the right, but not the obligation, to offer to amend the terms of the Offer and terminatein such case Company shall, and shall cause its advisors to, negotiate in good faith with Offeror to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior make such adjustments to the date terms and conditions of this Agreement the Offer as would enable Company to recommend and proceed with any Person (other the Offer as amended, rather than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition the Competing Offer; if AMF determines that the Competing Offer is not a Superior Proposal; and (c) immediately notify , the Purchaser and Company Board will promptly reaffirm that the Offer is in the best interests of the Company, at first orally, its employees and then promptly and in any event within 24 hours in writing, of any Acquisition its shareholders by confirming its Board Recommendation; but if AMF determines that the Competing Offer is a Superior Proposal, Company may approve and recommend that holders of Company Shares accept the Superior Proposal, in which case, this Agreement shall terminate pursuant to Section 4.1, unless Offeror amends the terms of the Offer within appropriate regulatory timeline and that its revised Offer is determined by the AMF to be superior to the Superior Proposal (the “Revised Offer”), in which case the Company Board shall promptly reaffirm that the Offer, as revised, is in the best interests of the Company, its employees and its shareholders and shall provide recommend that holders of Company Shares accept the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description Revised Offer instead of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesSuperior Proposal.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i1) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Contact shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of Contact or otherwiseany of its subsidiaries, and shall not permit any such person to: (i) actively solicit, assist, initiate, knowingly initiate or actively encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiryinquiries or proposals regarding, proposal constituting or offer that constitutes may reasonably be expected to lead to, an Acquisition Proposal; , (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; , (iii) acceptwithdraw or modify, approveor propose publicly to withdraw or modify, endorse in a manner adverse to Stornoway, the approval of the Board of Directors of Contact of the Offer, (iv) approve or recommend, or propose publicly propose to acceptapprove or recommend, approve, endorse or recommend any Acquisition ProposalProposal or (v) accept or enter into, or take no position propose publicly to accept or remain neutral with respect toenter into, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to in respect of an Acquisition Proposal.; provided that nothing contained in this Agreement shall prevent the Board of Directors of Contact from taking any of the actions described in clauses (i) through (v) above in respect of a bona fide, written Acquisition Proposal received after the date hereof that: (a) did not result from a breach of any agreement between the person making such Acquisition Proposal and Contact or any of its subsidiaries, or this Section 7.1; (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, involves not less than 50.1 percent of the outstanding Contact Shares or other activities commenced prior to 50.1 percent of the date consolidated assets of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition ProposalContact; and (c) in respect of which the Board of Directors of Contact determines in its good faith judgment, after consultation with its financial advisors and its outside counsel, that there is a reasonable likelihood that any required financing will be obtained and that the Acquisition Proposal would, if consummated in accordance with its terms, result in a transaction that: (A) is reasonably capable of completion in accordance with its terms without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal and (B) is more favourable to Contact Shareholders from a financial point of view than the Offer taking into account any approval requirements and all other financial, legal, regulatory and other aspects of such proposal. (any such Acquisition Proposal being referred to herein as a "Superior Proposal"). (2) Contact shall, and shall cause the officers, directors, employees, representatives and agents of Contact and its subsidiaries to, immediately terminate any existing discussions or negotiations with any parties (other than Stornoway) with respect to any proposal that constitutes, or may reasonably be expected to constitute, an Acquisition Proposal. Contact agrees not to release any third party from any confidentiality agreement relating to a potential Acquisition Proposal to which such third party is a party. Contact further agrees not to release any third party from any standstill agreement or provision to which such third party is a party unless such third party has made the Superior Proposal. (3) Contact shall immediately notify the Purchaser and the CompanyStornoway of, at first orally, orally and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal or written inquiry that could lead to an Acquisition Proposal, and shall provide in each case received after the Purchaser and the Company with copies date hereof of all written documents, correspondence which any of its directors or other material received by the Shareholder, its affiliates or its, hisofficers become aware, or her Representatives any amendments to the foregoing, or any request for non-public information relating to Contact or any of its subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of Contact or any of its subsidiaries by any person that informs Contact or such subsidiary that it is considering making, or has made, an Acquisition Proposal and any amendment thereto and, provided Stornoway agrees to such requests as to the confidentiality to be afforded in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic formAcquisition Proposal that the person proposing the Acquisition Proposal may reasonably request, a description of the material terms and conditions of any such Acquisition Proposal or inquiry, and shall provide the identity of the person making any such Acquisition Proposal or inquiry and such other details of the proposal or inquiry as Stornoway may reasonably request. Contact shall keep Stornoway (i) fully informed of the status, including any change to the material terms of any such Acquisition Proposal or inquiry; and (ii) provide Stornoway with copies of all correspondence and other written material sent or communicated provided to Contact from any person in connection with any Acquisition Proposal or inquiry or sent or provided by Contact to any person in connection with any Acquisition Proposal or inquiry immediately after receipt or delivery thereof. (4) If Contact receives a request for material non-public information from a person who proposes an unsolicited bona fide Acquisition Proposal and the Board of Directors of Contact determines that such proposal would be, if consummated in accordance with its terms, a Superior Proposal, then, and only in such case, the Board of Directors of Contact may, subject to the Shareholderexecution by such person of a confidentia lity agreement having substantially the same terms as the Confidentiality Agreement, provide such person with access in accordance with subsection (1) to information regarding Contact; provided, however, that the person making the Acquisition Proposal shall not be precluded thereunder from making the Acquisition Proposal, and provided further that Contact sends a copy of any such confidentiality agreement to Stornoway immediately upon its affiliates execution and Stornoway is immediately provided with a list and copies of all information provided to such person not previously provided to Stornoway and is immediately provided with access to information similar to that which was provided to such person. (5) Contact shall ensure that its officers and directors and those of it s subsidiaries and any financial or itsother advisors or representatives retained by it are aware of the provisions of this Section, hisand it shall be responsible for any breach of this Section by any such person or its advisors or representatives. (6) Nothing contained in this Section 7.1 shall prohibit the Board of Directors of Contact from making any disclosure to Contact Shareholders prior to the Expiry Date if, in the good faith judgment of the Board of Directors of Contact, after consultation with outside counsel, such disclosure is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties or her Representativesis otherwise required under applicable Laws.