Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, (i) initiate, solicit or knowingly facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect thereto, (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 breach of this Agreement by such Stockholder.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (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 authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any of its Representatives (and in so doing shall instruct its and the Yerbaé Subsidiaries’ Representatives not to, directly or indirectly): (i) solicit, assist, initiate, solicit knowingly encourage or otherwise knowingly facilitate or encourage (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, 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, or disclose any non-public information or data relating to Yerbaé or the submission Yerbaé Subsidiaries to, any Person (other than Safety Shot and its Affiliates) regarding any inquiry, proposal or offer that constitutes or 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 inquiriesPerson 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) make a Change in Recommendation; or (iv) accept or enter into or publicly propose to accept or enter into any agreement, proposals understanding, letter of intent, memorandum of understanding, joint venture agreement, or offers arrangement with any Person (other than Safety Shot or any of its Affiliates) (i) in respect of an Acquisition Proposal 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 efforts 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, negotiations, or attempts other activities with any Person (other than Safety Shot and its Affiliates) with respect to any inquiry, proposal or offer that constituteconstitutes, 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 Acquisition Proposal or engage in of the Yerbaé Subsidiaries, including any discussions or negotiations with respect theretodata room, any confidential information, properties, facilities and Books and Records; and (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less within two (2) Business Days) request (i) the return or destruction of all copies of any confidential information regarding Yerbaé or any of the Yerbaé Subsidiaries provided to any Person other than 24 hours following Safety Shot and its Representatives, and (ii) the receipt destruction of all material including or incorporating or otherwise reflecting such confidential information regarding Yerbaé or any of the Yerbaé Subsidiaries, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are complied with in accordance with the terms of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition Proposal rights. (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. c) Any violation of the foregoing restrictions Sections 4.1(a) or 4.1(b) by a Stockholder any Yerbaé Subsidiary or by any Representatives of Yerbaé or any Yerbaé Subsidiary, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of Yerbaé or any of its Representatives the Yerbaé Subsidiaries or otherwise, shall be deemed to be a material breach of this Agreement by Yerbaé. (d) Yerbaé represents and warrants that it has not waived any confidentiality, standstill or similar agreement, restriction or covenant in effect as of the date of this Agreement to which Yerbaé or any of the Yerbaé Subsidiaries is a party, and Yerbaé covenants and agrees that (a) Yerbaé shall enforce each confidentiality, standstill or similar agreement, restriction 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 waive, amend, suspend or otherwise modify such StockholderPerson’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. Each Stockholder The Shareholder hereby covenants and irrevocably agrees that Stockholder shall 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, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, 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, assist, initiate, solicit knowingly encourage or knowingly otherwise facilitate or encourage (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information) , properties, facilities, books or records of the submission of any inquiries, proposals or offers Company or any other efforts of its Subsidiaries or attempts entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitute, constitutes an Acquisition Proposal; (ii) enter into or may reasonably be expected to lead to, any Acquisition Proposal otherwise engage or engage participate in any discussions or negotiations with respect theretoany 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; (iiiii) approve accept, approve, endorse or recommend, or publicly propose to approve accept, approve, endorse or recommend, recommend any Acquisition Proposal, (iii) make or take no position or remain neutral with respect to, any statement or proposal inconsistent with the Company Board Recommendation or 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, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement understanding or other similar Contract arrangement relating to an Acquisition 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 Proposal. (b) immediately cease and terminate, and cause to be terminated terminated, any solicitation, encouragement, discussion discussion, negotiation, or negotiation other activities commenced prior to the date of this Agreement with any Persons conducted theretofore by such Stockholder Person (other than any Purchaser Party or any of its Representatives Purchaser Party Representative) with respect to any Acquisition Proposal. Each Stockholder shall ; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly notify Parent in writing of any Acquisition Proposal (and in any event less than within 24 hours following the receipt of such Acquisition Proposal)in writing, such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy 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 Acquisition Proposal (or, where no such copy is availablePerson in connection therewith and if not in writing or electronic form, a reasonably detailed description of the material terms of such Acquisition Proposal)correspondence sent or communicated to the Shareholder, including any modifications thereto. Any violation of the foregoing restrictions by a Stockholder its affiliates or any of its Representatives shall be deemed to be a material breach of this Agreement by such Stockholderits, his, or her Representatives.

Non-Solicitation. Each Stockholder hereby (a) During the period commencing on the Distribution Date and concluding on the one-year anniversary thereof, Ashland Global agrees that Stockholder shall notneither it nor any member of the Ashland Global Group shall, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) towithout Valvoline’s prior written consent, directly or indirectlyindirectly (including through a representative of a member of the Ashland Global Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Valvoline Group (whether as a director, officer, employee, consultant or temporary employee), except that this Section 13.01(a) shall not preclude any member of the Ashland Global Group or any other person from entering into discussions with or soliciting any person (i) initiate, solicit who responds to any public advertisement or knowingly facilitate or encourage (including by way of providing information) general solicitation; provided that the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected soliciting party did not instruct such agency to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect theretotarget such person specifically, (ii) approve who initiates discussions with the soliciting party regarding such employment on his or recommendher own initiative and without direct solicitation by the soliciting party or its representatives, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make at any statement time after the date of such person’s termination of employment or proposal inconsistent services by a member of the Valvoline Group without cause. (b) During the period commencing on the Distribution Date and concluding on the one-year anniversary thereof, Valvoline agrees that neither it nor any member of the Valvoline Group shall, without Ashland Global’s prior written consent, directly or indirectly (including through a representative of a member of the Valvoline Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Ashland Global Group, except that this Section 13.01(b) shall not preclude any member of the Valvoline Group or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the Company Board Recommendation soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iviii) enter into at any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 time after the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt date of such Acquisition Proposal), such notice to include the identity person’s termination of any Person approaching such Stockholder with an Acquisition Proposal, and employment or services by a copy of any such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation member of the foregoing restrictions by a Stockholder or any of its Representatives shall be deemed to be a material breach of this Agreement by such StockholderAshland Global Group without cause.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) Except as otherwise expressly provided in this Section 5.8, the Company and its Subsidiaries shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Company or any of its Subsidiaries (collectively, the “Representatives”): (i) solicit, initiate, solicit knowingly encourage or otherwise knowingly facilitate or encourage (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 Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person (other than the submission Purchaser and its Subsidiaries or Affiliates) in respect of any inquiriesinquiry, proposals proposal or offers or any other efforts or attempts offer that constitute, constitutes or may reasonably be expected to 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, any Acquisition Proposal or engage a Superior Proposal; (iii) make the Company Change in any discussions or negotiations with respect theretoRecommendation; (iv) accept, (ii) approve approve, endorse or recommend, or publicly propose to approve accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any publicly announced Acquisition Proposal, Proposal (iii) make any statement it being understood that publicly taking no position or proposal inconsistent 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 Proposal 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 or enter into into, or publicly propose to accept or enter into, any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement arrangement or other similar Contract undertaking relating to an any Acquisition Proposal or enter into any Contract or (other than a confidentiality agreement in principle requiring such Stockholder permitted pursuant to abandonSection 5.8(e)). (b) The Company shall, terminate or breach and shall cause its obligations hereunder or fail Subsidiaries and Representatives to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any existing solicitation, encouragement, discussion discussions, negotiations or negotiation other activities commenced prior to the date of this Agreement with any Persons Person (other than the Purchaser and its Subsidiaries or Affiliates) conducted theretofore by such Stockholder the Company or any of its Subsidiaries or Representatives with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. Each Stockholder shall promptly notify Parent , and, in writing 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 Acquisition Proposal such confidential information, or any data room, virtual or otherwise); and (ii) as soon as possible request (and in any event less 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) The Company represents and warrants that neither the 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, or 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 in writing within 24 hours following the receipt hours, of such Acquisition Proposal), such notice to include inquiry, proposal, offer or request, including the identity of the Person making such Acquisition Proposal, inquiry, proposal, offer or request and the material terms and conditions thereof and copies of all written documents, correspondence or other material received 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 approaching 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 Stockholder with an 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 copy 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 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 (orcollectively, where no such 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 is available, a reasonably detailed description of such Acquisition Proposal)the Proposed Agreement and all supporting materials, including any modifications theretofinancing 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. Any 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 modification 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 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 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 Company Meeting, and shall postpone the Company Meeting to a date that is not more than ten Business Days after the scheduled date of such Company Meeting if so directed by the Purchaser. (l) Without limiting the generality of the foregoing, the Company shall advise its Subsidiaries and its Representatives of the prohibitions set out in this Section 5.8 and any violation of the foregoing restrictions by a Stockholder or any of its Representatives shall be deemed to be a material breach of this Agreement by such Stockholder.set forth

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not(a) Neither BIZ nor Litronic will, and shall not nor will it authorize its representatives and agents (including its or permit any officer, director, employee, consultant or contractor of or any investment bankersbanker, attorneys and accountants) (collectivelyattorney, its “Representatives”) accountant or other advisor or representative of, either party to, directly or indirectly, (i) initiatesolicit, solicit or knowingly facilitate initiate or encourage (including by way of providing information) the submission of any inquiriesAcquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, proposals or offers furnish to any person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any other efforts inquiries or attempts the making of any proposal that constituteconstitutes, or may reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding the foregoing, in the event that either BIZ or Litronic, as the case may be, receives an unsolicited Acquisition Proposal, 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 (including the material terms and conditions thereof and the identity of the person making it) as promptly as practicable after its receipt thereof, and shall provide the other party with a copy of any written Acquisition Proposal or engage in amendments or supplements thereto, and shall thereafter inform the other party on a prompt basis of the status of any discussions or negotiations with respect theretosuch a third party, (ii) approve or recommend, or publicly propose and any material changes to approve or recommend, any the terms and conditions of such Acquisition Proposal, (iii) make and shall promptly give the other party a copy of any statement or proposal inconsistent with information delivered to such person which has not previously been reviewed by the Company Board Recommendation or (iv) enter into any merger agreementother party. Immediately after the execution and delivery of this Agreement, letter each of intentBIZ and Litronic will, agreement in principleand will use its reasonable best efforts to cause its affiliates, share purchase agreementand their respective officers, asset purchase agreementdirectors, share exchange agreementemployees, option agreement or consultants, contractors, investment bankers, attorneys, accountants and other similar Contract relating to an Acquisition Proposal or enter into any Contract or agreement in principle requiring such Stockholder to abandonagents and representatives to, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated terminate any solicitationexisting activities, encouragement, discussion discussions or negotiation negotiations with any Persons parties conducted theretofore by such Stockholder or heretofore in respect of any of its Representatives with respect to any possible Acquisition Proposal. Each Stockholder of BIZ and Litronic shall take all necessary steps to promptly notify Parent inform the individuals or entities referred to in writing the first sentence of any Acquisition Proposal (and this Section 7.8 of the obligations undertaken in any event less than 24 hours following the receipt of such this Section 7.8. "Acquisition Proposal)" means an inquiry, such notice 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 or substantially all the assets of either BIZ or Litronic, as the case may be, in a single transaction or series of related transactions; (y) any tender offer or exchange offer for 20% or more of the outstanding capital stock of or the filing of a registration statement under the Securities Act in connection therewith; or (z) any public announcement of a proposal, plan or intention to include the identity of do any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 agreement to engage in any of its Representatives shall be deemed to be a material breach of this Agreement by such Stockholderthe foregoing.

Non-Solicitation. Each Stockholder hereby (a) Upon execution of this Agreement, Seller shall and 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 Stockholder it shall not, and that it shall cause its Representatives not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, (i) initiate, solicit solicit, or knowingly encourage or knowingly facilitate or encourage (including by way of providing information) the submission of any inquiriesinquiry, proposals indication of interest, proposal or offers or any other efforts or attempts offer that constituteconstitutes, or may would reasonably be expected to lead to, any an Acquisition Proposal or engage Proposal, (ii) participate in any discussions or negotiations with respect thereto, (ii) approve or recommendregarding, or publicly propose furnish any non-public information to approve or recommendany Person (other than Buyer) in connection with, any an Acquisition Proposal, (iii) make enter into any statement letter of intent or proposal inconsistent with the Company Board Recommendation agreement related to an Acquisition Proposal (other than a confidentiality agreement as contemplated by Section 5.15(c)), or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement approve or other similar Contract relating to an Acquisition 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 cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with recommend an Acquisition Proposal. (c) For purposes of this Agreement, and a copy of any such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such “Acquisition Proposal)” means any inquiry, including indication of interest, proposal or offer for any modifications thereto. Any violation 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 Seller or the Business, (ii) a sale, lease, license, exchange, mortgage, pledge, transfer or other acquisition of assets that constitute at least 15% of the foregoing restrictions Assets, taken as a whole, or (iii) a purchase or other acquisition (including by a Stockholder way of merger, consolidation, stock exchange or any otherwise) of its Representatives shall be deemed to be a material breach beneficial ownership (the term “beneficial ownership” for purposes of this Agreement by such Stockholderhaving the meaning assigned thereto in Section 13(d) of the Exchange Act and the rules and regulations thereunder) of securities representing 15% or more of the voting power of Seller; provided, however, that the term “Acquisition Proposal” shall not include the Contemplated Transactions.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not, and shall instruct his, her or its Representatives not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, indirectly (ia) initiate, solicit or knowingly facilitate encourage any inquiries, discussions or encourage proposals regarding any Alternative Proposal (including by way providing non-public information to any Person for the purpose of providing information) the submission of any inquiriesmaking, proposals or offers or any other efforts or attempts that constituteevaluating, or may reasonably be expected determining whether to lead tomake or pursue, any Acquisition Proposal inquiries or engage proposals with respect to any Alternative Proposal), (b) continue, propose, enter into or participate in any way in negotiations or discussions or negotiations with respect thereto, (ii) approve or recommendto any Alternative Proposal, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (ivc) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option acquisition agreement or other similar Contract relating agreement or understanding providing for any Alternative Proposal; provided, however, that notwithstanding anything to the contrary contained in this Agreement, each Stockholder shall be permitted to (i) inform any Person of the existence of the provisions contained in this Agreement, (ii) contact any Person or group of Persons who has made an Acquisition Alternative Proposal to clarify and understand the terms and conditions thereof, (iii) 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 enter into the Company regarding such Alternative Proposal or otherwise facilitate or fully participate in such Alternative Proposal, (iv) take any Contract other action that would be permissible for the Company to take under Section 6.2 of the Merger Agreement or agreement in principle requiring such Stockholder (v) to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated take any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives action with respect to any Acquisition Alternative Proposal. Each , 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 respect to such Alternative Proposal and (y) no Stockholder shall promptly notify Parent in writing be bound by the provisions of any Acquisition Proposal (and in any event less than 24 hours following this Section 12 from the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 breach date of this Agreement by such Stockholderuntil the Solicitation Period End Time with respect to any action taken at the direction, or with the permission, of the Transaction Committee in connection with an action that the Transaction Committee, the Company Board or the Company is permitted to take under Section 6.2 of the Merger Agreement.

Non-Solicitation. Each Stockholder Shareholder hereby covenants and irrevocably agrees that Stockholder shall 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, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, 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, assist, initiate, solicit knowingly encourage or knowingly otherwise facilitate or encourage (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information) , properties, facilities, books or records of the submission of any inquiries, proposals or offers Company or any other efforts of its Subsidiaries or attempts entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitute, constitutes an Acquisition Proposal; (ii) enter into or may reasonably be expected to lead to, any Acquisition Proposal otherwise engage or engage participate in any discussions or negotiations with respect theretoany 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; (iiiii) approve accept, approve, endorse or recommend, or publicly propose to approve accept, approve, endorse or recommend, recommend any Acquisition Proposal, (iii) make or take no position or remain neutral with respect to, any statement or proposal inconsistent with the Company Board Recommendation or 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, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement understanding or other similar Contract arrangement relating to an Acquisition 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 Proposal. (b) immediately cease and terminate, and cause to be terminated terminated, any solicitation, encouragement, discussion discussion, negotiation, or negotiation other activities commenced prior to the date of this Agreement with any Persons conducted theretofore by such Stockholder Person (other than any Purchaser Party or any of its Representatives Purchaser Party Representative) with respect to any Acquisition Proposal. Each Stockholder shall ; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly notify Parent in writing of any Acquisition Proposal (and in any event less than within 24 hours following the receipt of such Acquisition Proposal)in writing, such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy 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 Acquisition Proposal (or, where no such copy is availablePerson in connection therewith and if not in writing or electronic form, a reasonably detailed description of the material terms of such Acquisition Proposal)correspondence sent or communicated to the Shareholder, including any modifications thereto. Any violation of the foregoing restrictions by a Stockholder its affiliates or any of its Representatives shall be deemed to be a material breach of this Agreement by such Stockholderits, his, or her Representatives.

Non-Solicitation. Each Stockholder hereby (a) During the period commencing on Effective Time and concluding on the one-year anniversary thereof, Manitex agrees that Stockholder shall notneither it nor any member of the Manitex Group shall, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) towithout ASV’s prior written consent, directly or indirectlyindirectly (including through a representative of a member of the Manitex Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to ASV (whether as a director, officer, employee, consultant or temporary employee), except that this Section shall not preclude Manitex or any other person from entering into discussions with or soliciting any person (i) initiate, solicit who responds to any public advertisement or knowingly facilitate or encourage (including by way of providing information) general solicitation; provided that the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected soliciting party did not instruct such agency to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect theretotarget such person specifically, (ii) approve who initiates discussions with the soliciting party regarding such employment on his or recommendher own initiative and without direct solicitation by the soliciting party or its representatives, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make at any statement time after the date of such person’s termination of employment or proposal inconsistent services by ASV without cause. (b) During the period commencing on the Effective Time and concluding on the one-year anniversary thereof, ASV agrees that it shall not, without Manitex’s prior written consent, directly or indirectly (including through a representative ASV) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Manitex Group, except that this Section shall not preclude ASV or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the Company Board Recommendation soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iviii) enter into at any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 time after the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt date of such Acquisition Proposal), such notice to include the identity person’s termination of any Person approaching such Stockholder with an Acquisition Proposal, and employment or services by a copy of any such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation member of the foregoing restrictions by a Stockholder or any of its Representatives shall be deemed to be a material breach of this Agreement by such StockholderManitex Group without cause.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountantsa) (collectively, its “Representatives”) to, directly or indirectly, (i) initiate, solicit or knowingly facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect thereto, (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 Caza shall immediately cease and cause to be terminated any solicitationall existing discussions and negotiations (including, encouragementwithout limitation, discussion or negotiation with any Persons conducted theretofore by such Stockholder or through any of its Representatives on its behalf), if any, with any other Person initiated before the date of this Agreement with respect to any Acquisition Proposal. Each Stockholder Proposal and shall promptly notify Parent in writing immediately request the return or destruction of all information provided to any third parties which have entered into a confidentiality agreement with such party relating to an Acquisition Proposal and shall use all reasonable commercial efforts to ensure that such requests are honoured. (b) Caza shall not, directly or indirectly, do or authorize or permit any of its Representatives to do, any of the following: (i) solicit, facilitate, initiate or knowingly encourage or take any action to solicit, facilitate or encourage any Acquisition Proposal Proposal; (and ii) enter into or participate in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of negotiations or initiate any Person approaching such Stockholder with discussions regarding an Acquisition Proposal, and a copy 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 such Acquisition Proposal other Person to do or seek to do any of the foregoing; (iii) waive, or otherwise forbear in the enforcement of, or enter into or participate in any discussions, negotiations or agreements to waive or otherwise forbear in respect of, any rights or other benefits under confidential information agreements; or (iv) accept, where no such copy is availablerecommend, a reasonably detailed description of such approve or enter into an agreement to implement an Acquisition Proposal), including provided, however, that notwithstanding any modifications thereto. Any violation other provision hereof, Caza and its Representatives may: (v) enter into or participate in any negotiations or discussions with a third party who (without any solicitation, initiation or encouragement, directly or indirectly, after the date of the foregoing restrictions this Agreement, by a Stockholder Caza or any of its Representatives shall be deemed Representatives) seeks to be engage in such negotiations or discussions and, subject to the existence or execution of a material breach confidentiality agreement having terms and provisions substantially similar to the Confidentiality Agreement (provided that unless such confidentiality agreement has been entered into on or before the date of this Agreement by Agreement, it shall provide for disclosure thereof (along with all information provided thereunder) to the other party hereto as set out below), may furnish to such Stockholder.third party information concerning Caza and its business, properties and assets, in each case if, and only to the extent that:

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall notUntil the earlier of (x) the Closing Date, and or (y) the termination of this Agreement pursuant to Article IX, whichever is earlier, (a) Seller shall not authorize (and cause its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) Representatives not to), directly or indirectly, : (i) initiatesolicit, solicit encourage, assist, initiate or knowingly facilitate the making, submission or encourage (including by way of providing information) the submission announcement of any inquiriesTransaction Proposal, proposals (ii) furnish any non-public information regarding Seller, the MYO-T12 Activities and/or the Acquired Assets to any Person (other than Buyer and its Representatives) in connection with or offers in response to a Transaction Proposal, (iii) engage, participate in or continue discussions or negotiations with any other efforts or attempts that constitutePerson with respect to, or may reasonably which could be expected to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect thereto, (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition a Transaction Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) discuss, negotiate or enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement principle or other similar Contract relating agreement related to an Acquisition Proposal or any Transaction Proposal; and (b) Buyer and Atlas shall not enter into any Contract or letter of intent, agreement in principle requiring such Stockholder to abandonprincipal or other similar agreement for a merger, terminate take-over bid, plan of arrangement, consolidation, asset sale, share sale or breach its obligations hereunder exchange, business combination or fail to consummate similar transaction, involving Buyer and/or Atlas, on one hand, and any third party, on the other hand. Seller shall promptly advise Buyer of any inquiries from other parties regarding a Transaction Proposal. Buyer and Atlas shall promptly advise Seller of any inquiries from other parties regarding any possible agreement in principal or other similar agreement for a merger, take-over bid, plan of arrangement, consolidation, asset sale, share sale or exchange, business combination or similar transaction, involving Buyer or Atlas, on one hand, and any third party, on the other hand. As used herein, “Transaction Proposal” means (other than the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated by this Agreement) any solicitationinquiry, encouragementproposal or offer, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any indication of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent interest in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal)making an offer or proposal, such notice to include the identity of from any Person approaching such Stockholder with an Acquisition Proposalat any time relating to (i) the Acquired Assets or the MYO-T12 Activities, and/or (ii) a merger, take-over bid, plan of arrangement, consolidation, asset sale, share sale or exchange, business combination or similar transaction, involving the Acquired Assets or relating to the MYO-T12 Activities, on one hand, and a copy of any such Acquisition Proposal (orthird party, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including any modifications theretoon the other hand. Any violation of the foregoing restrictions by a Stockholder or any of its Representatives shall be deemed to be a material The breach of this Agreement Section 5.9 by such Stockholdereither party will result in payment by the breaching party of liquidated damages in the amount of One Million Dollars ($1,000,000) to the non-breaching party. The Parties agree that, in the event of the breach of this Section 5.9, the foregoing amount payable by the breaching party to the non-breaching party shall be treated as liquidated damages and not a penalty.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not(1) Except as expressly provided in this Article 7, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) toneither Party shall, directly or indirectly, do or authorize or permit any of its Representatives to do, any of the following: (ia) initiatesolicit, solicit initiate or knowingly encourage or otherwise facilitate or encourage (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of a Party or any subsidiary) the submission any Acquisition Proposal in respect of such Party or any inquiries, proposals or offers relating to any Acquisition Proposal or any other efforts or attempts that constitute, or may could reasonably be expected to lead to, any to an Acquisition Proposal in respect of such Party; (b) enter into, engage in, continue or engage otherwise participate in any discussions or negotiations with any person (other than the other Party hereto) regarding any Acquisition Proposal in respect theretoof such Party or any inquiries, proposals or offers relating to any Acquisition Proposal or that could reasonably be expected to constitute or lead to an Acquisition Proposal in respect of such Party; (iic) approve accept, approve, endorse or recommend, or publicly propose to approve accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal, Proposal (iii) make any statement it being understood that publicly taking no position or proposal inconsistent 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 Company 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 (ivor, 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 (d) accept, execute or enter into into, or publicly propose to accept, execute or enter into, any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreementarrangement or understanding in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement contemplated under Section 7.3(1)). (2) Each Party shall, share exchange agreementand shall cause its Representatives to, option 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 (other than the other Party hereto) 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 (b) within two business days of the date of this Agreement request (i) the 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 other similar Contract agreement with such Party relating to an Acquisition Proposal or enter into any Contract inquiry, proposal or agreement in principle requiring 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 Stockholder to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by confidential information regarding such Stockholder Party or any of its Representatives subsidiaries, using its commercially reasonable efforts to ensure that such requests are fully complied with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following accordance with the receipt terms of such Acquisition Proposal)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 notice Party or any of its subsidiaries is a party relating to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any each Party further covenants and agrees that (i) it shall 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 Acquisition 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 Party or any of its subsidiaries is a party and (ii) neither it, nor any of its Representatives will, without the prior written consent of the other Party (which may be withheld or delayed in the other Party’s sole and absolute discretion), 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 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 agreement, restriction or covenant in accordance with their terms as a result of the 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 material breach of this Agreement Article 7 by such StockholderParty.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not(a) Except as otherwise expressly provided in this Section 8.2, neither Dolly Varden nor Contango shall, and each shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) tocause their subsidiaries to not, directly or indirectly, through any of its Representatives: (i) solicit, initiate, solicit knowingly encourage or otherwise knowingly facilitate or encourage (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information) the submission , properties, facilities, books or records of any inquiries, proposals or offers such Party or any other efforts of its subsidiaries) any inquiry, proposal or attempts offer that constitute, constitutes or may could reasonably be expected to constitute or lead toto an Acquisition Proposal; (ii) enter into, any Acquisition Proposal engage in, continue or engage otherwise participate in any discussions or negotiations with any person (other than another Party and its subsidiaries or affiliates) in respect theretoof any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or 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) approve to advise such person that the Board of such Party has determined that such Acquisition Proposal does not constitute, or recommendis not reasonably expected to result in, a Superior Proposal; (iii) make a Change in Recommendation; or (iv) accept or enter into, or publicly propose to approve accept or recommendenter into, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement arrangement or other similar Contract understanding relating to an any Acquisition Proposal or enter into any Contract or (other than a confidentiality agreement in principle requiring such Stockholder permitted pursuant to abandonSection 8.2(e)). (b) Each of Dolly Varden and Contango shall, terminate or breach and shall cause its obligations hereunder or fail subsidiaries and Representatives to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any existing solicitation, encouragement, discussion discussions, negotiations or negotiation other activities commenced prior to the date of this Agreement with any Persons person (other than another Party and its subsidiaries or affiliates) conducted theretofore by such Stockholder Party or 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. Each Stockholder shall , and, in connection therewith, such Party shall: (i) promptly notify Parent in writing discontinue access to and disclosure of its and its subsidiaries’ confidential information (and not allow access to or disclosure of any Acquisition Proposal such confidential information, or any data room, virtual or otherwise); and (ii) as soon as possible (and in any event less 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 following the receipt of such Acquisition Proposal), such notice to include inquiry, proposal, offer or request, including the identity of the person making such Acquisition Proposal, inquiry, proposal, offer or request and the material terms and conditions thereof and copies of all written documents, correspondence or other materials received from or on behalf of any Person approaching such Stockholder 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 copy 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 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 (orcollectively, where no such copy is available, a reasonably detailed description the “Superior Proposal Notice”); (iv) in the case of the Board of such Acquisition ProposalParty 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 modifications thereto. Any violation 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 the foregoing restrictions by a Stockholder or any of its Representatives shall be deemed Arrangement in order for such Acquisition Proposal to cease to be a material breach 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 for 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 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 Stockholderamended 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 Party determines that any Acquisition Proposal that is publicly announced is not a Superior Proposal or such Board determines that a proposed amendment to the terms 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 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 the Contango Meeting, as applicable, the Party responding to the Superior Proposal Notice may either proceed with or postpone its meeting to a date that is not more than ten Business Days after the scheduled date of such meeting (provided

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) From and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, neither TeleCorp nor Tritel shall, nor shall notthey permit any of ------------ their Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountant, or other representatives retained by them or any of their respective Subsidiaries not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any other Person, (i) initiatesolicit, solicit or knowingly facilitate initiate or encourage (including by way of providing 104 furnishing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may could reasonably be expected to lead toresult in, any a proposal or offer for an Acquisition Proposal Proposal, or engage in any discussions or negotiations with respect thereto, (ii) approve engage in negotiations or recommenddiscussions concerning, or publicly propose provide any non-public information regarding TeleCorp or Tritel, as applicable, to approve any person or recommendentity relating to, any Acquisition Proposal, or (iii) make agree to, approve or recommend to its stockholders any statement Acquisition Proposal; provided, however, that nothing -------- ------- contained in this Agreement shall prevent TeleCorp or proposal inconsistent its Board of Directors or Tritel or its Board of Directors, as the case may be, from (A) furnishing non- public information to, or entering into discussions with, any person or entity in connection with an unsolicited bona fide written Acquisition Proposal by such person or entity (including a new and unsolicited Acquisition Proposal received by TeleCorp or Tritel after the Company execution of this Agreement from a person or entity whose initial contact with TeleCorp or Tritel may have been solicited by TeleCorp or Tritel, respectively, prior to the execution of this Agreement) if and only to the extent that (1) the Board Recommendation of Directors of TeleCorp or the Board of Directors of Tritel, as the case may be, believes in good faith (ivafter consultation with its financial advisors) enter that such Acquisition Proposal would, if consummated, result in a transaction more favorable to TeleCorp stockholders or Tritel stockholders, respectively, from a financial point of view than the transactions contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal") and the ----------------- Board of Directors of TeleCorp or the Board of Directors of Tritel determines in good faith after consultation with its outside legal counsel that such action could be reasonably deemed necessary for the Board of Directors of TeleCorp or the Board of Directors of Tritel, as the case may be, to comply with its fiduciary duties to its stockholders under applicable law and (2) prior to furnishing such non-public information to, or entering into any merger agreementdiscussions or negotiations with, letter such Person or entity, such Board of intentDirectors receives from such Person or entity an executed non-disclosure 105 agreement with terms no less favorable to such party than those contained in the Confidentiality Agreement, agreement in principle(B) complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating with regard to an Acquisition Proposal or enter into (C) making any Contract or agreement disclosure to its stockholders if, in principle requiring the good faith judgment of the Board of Directors of such Stockholder party, after receipt of advice from outside counsel, failure to abandon, terminate or disclose would result in a reasonable likelihood that such Board of Directors would breach its obligations hereunder or fail duties to consummate the transactions contemplated herebysuch party's stockholders under applicable law. Each Stockholder of TeleCorp and Tritel shall promptly notify the other party and AT&T orally and in writing of any request for information or of any proposal in connection with an Acquisition Proposal, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of TeleCorp and Tritel will keep the other party and AT&T reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of TeleCorp and Tritel shall immediately cease and cause to be terminated terminate any existing solicitation, encouragementinitiation, encouragement activity, discussion or negotiation with any Persons persons conducted theretofore heretofore by such Stockholder them or any of its Representatives their representatives with respect to the foregoing. (b) Each of TeleCorp and Tritel (i) agrees not to release any Third Party (as defined below) from, or waive any provision of, or fail to enforce, any standstill agreement or similar agreement to which it is a party related to, or which could affect, an Acquisition Proposal and (ii) acknowledges that the provisions of clause (i) are an important and integral part of this Agreement. (c) For purposes of this Agreement, "Acquisition Proposal. Each Stockholder shall promptly notify Parent " means a -------------------- proposal or intended proposal, regarding any of (i) a transaction or series of transactions pursuant to which any Person (or group of Persons) other than any party hereto ("Party") and its Subsidiaries (a "Third Party") acquires or would ----- ----------- acquire, directly or indirectly, beneficial ownership (as defined in writing Rule 13d-3 under the Exchange Act) of more than twenty percent (20%) of the outstanding shares of TeleCorp or Tritel, as the case may be, whether from TeleCorp or Tritel, as the case may be, or pursuant to a tender offer or exchange offer or otherwise, (ii) any Acquisition Proposal acquisition or proposed acquisition of, or business combination with TeleCorp or Tritel, as applicable, by a merger or other business combination (including any so-called "merger-of-equals" and in whether or not TeleCorp or Tritel, as the case may be, is the entity surviving any event less than 24 hours following the receipt of such Acquisition Proposalmerger or business combination), such notice or (iii) any other transaction pursuant to include which any Third Party acquires or would acquire, directly or indirectly, control of assets (including for this purpose the identity outstanding equity securities of any Person approaching such Stockholder with an Acquisition ProposalSubsidiaries of TeleCorp or Tritel, as the case may be, and a copy of any such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), entity surviving the merger or business combination including any modifications thereto. Any violation of them) of TeleCorp or Tritel, as the case may be, for consideration equal to twenty percent (20%) or more of the foregoing restrictions by a Stockholder fair market value of all of the outstanding shares of TeleCorp or any twenty percent (20%) or more of its Representatives shall be deemed to be a material breach the fair market value of all of the outstanding shares of Tritel, as the case may be, on the date of this Agreement by such StockholderAgreement.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (1) From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article 7 and the Effective Time, except as expressly provided in this Article 5, the Company shall not, and shall cause its Subsidiaries not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any of its Representatives or affiliates or otherwise, and shall not permit any such Person to: (ia) solicit, assist, initiate, solicit knowingly encourage or knowingly otherwise facilitate or encourage (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information) , properties, facilities, books or records of the submission of any inquiries, proposals or offers Company or any other efforts Subsidiary or attempts entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer (whether public or otherwise) that constitute, constitutes or may reasonably be expected to constitute or lead to, any an Acquisition Proposal Proposal; (b) enter into, engage in, continue or engage otherwise participate in any discussions or negotiations with respect theretoany Person (other than the Purchaser and its affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iic) approve make a Change in Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to approve accept, approve, endorse or recommend, 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 the public announcement or public disclosure of such Acquisition Proposal, or, in the event the Meeting is scheduled to occur within such five (iii5) make any statement or proposal inconsistent with Business Day period, prior to the Company third (3rd) Business Day prior to the date of the Meeting (or, if the public announcement were made less than three (3) Business Days prior to the Meeting, prior to the second Business Day before the Meeting) will not be considered to be in violation of this Section 5.1(1)(d)), provided that the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by press release before the end of such period); or (e) accept, approve, endorse, recommend, execute or (iv) enter into into, or publicly propose to accept, approve, endorse, recommend, execute or enter into, any merger agreement, letter of intent, memorandum of understanding, acquisition agreement, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option principle or similar agreement or other similar Contract relating to with any Person in respect of an Acquisition Proposal or enter into any Contract or agreement (other than an Acceptable Confidentiality Agreement permitted by and in principle requiring such Stockholder to abandonaccordance with Section 5.3). (2) The Company shall, terminate or breach and shall cause its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall Subsidiaries and its and their respective Representatives to, immediately cease and terminate, and cause to be terminated terminated, any solicitation, encouragement, discussion discussion, negotiations or negotiation other activities commenced prior to the date of this Agreement with any Persons conducted theretofore by Person (other than the Purchaser and its affiliates) with respect to any inquiry, proposal or offer that (x) if made after the date of this Agreement would have constituted an Acquisition Proposal; or (y) may reasonably be expected to constitute or lead to, an Acquisition Proposal, and, in connection with such Stockholder termination shall: (a) immediately discontinue access to, and disclosure of, all information regarding the Company and its Subsidiaries to any such Person, including any data room (whether physical or virtual) and any confidential information, properties, facilities and books and records of the Company or any of its Representatives with respect Subsidiaries; and (b) request from any such Person, and exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any Acquisition Proposal. Each Stockholder shall promptly notify Parent such Person other than the Purchaser, its affiliates and their respective Representatives since April 1, 2022 in writing respect of any Acquisition Proposal (and in any event less than 24 hours following inquiry, proposal or offer that, if made after the receipt date of such Acquisition Proposal)this Agreement, such notice would have constituted or would have been reasonably expected to include the identity of any Person approaching such Stockholder with constitute or lead to, an Acquisition Proposal, and a copy (ii) the destruction of any all material to the extent including or incorporating such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation of confidential information regarding the foregoing restrictions by a Stockholder Company or any of its Representatives shall be deemed Subsidiaries, in each case, to be a material breach the extent that such information has not previously been returned or destroyed (subject to the terms of this Agreement by the applicable confidentiality or similar agreement, including the rights of retention that such StockholderPersons may have thereunder).

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “"Representatives”") to, directly or indirectly, (i) initiate, solicit or knowingly facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect thereto, (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 breach of this Agreement by such Stockholder.

Non-Solicitation. Each Stockholder hereby (a) The Company agrees that Stockholder shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, during the period from the date of execution of this Agreement until the date of termination of this Agreement: (i) initiate, solicit or knowingly facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect thereto, (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 cause to be terminated any solicitationexisting discussions or negotiations or other proceedings initiated prior to the date hereof by the Company, encouragementthe Subsidiaries or affiliates or their respective officers, discussion directors, employees, financial advisors, representatives and agents (“Company Representatives”) or negotiation others with respect to all Take-over Proposals (as defined in Section 3.2(b)); (ii) shall not provide information concerning its securities, assets or business to anyone for or in furtherance of anything mentioned in Section 3.2(a)(i); (iii) shall not release any Persons conducted theretofore person from any confidentiality or standstill agreement to which it and such person are parties or amend any such agreement; and (iv) shall not, and shall not authorize or permit any of the Company Representatives to, directly or indirectly, solicit, initiate or encourage (including by such Stockholder way of furnishing information) any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to a Take-over Proposal from any person, or engage in any discussion, negotiations or inquiries relating thereto or accept any Take-over Proposal. (b) For the purposes of this Agreement, “Take-over Proposal” means a proposal or offer by a third person, including the formal take-over bid of Nosara Holdings Ltd., a wholly-owned Subsidiary of Petro-Canada dated May 15, 2006 and the proposed Take-over offer of Canadian Superior Energy Inc., whether or not subject to a due diligence condition and whether or not in writing, to acquire in any manner, directly or indirectly, beneficial ownership of all or a material portion of the Company’s assets or any of its Representatives with respect Subsidiaries or to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and acquire in any event less manner, directly or indirectly, beneficial ownership of or control or direction over more than 24 hours following 20% of the receipt Company’s outstanding voting shares whether by way of such Acquisition Proposal)take-over bid, such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposalarrangement, and a copy of any such Acquisition Proposal (oramalgamation, where no such copy is availablemerger, a reasonably detailed description of such Acquisition Proposal)consolidation or other business combination, including without limitation any modifications thereto. Any violation single or multi-step transaction or series of the foregoing restrictions by related transactions that is structured to permit such third person to acquire beneficial ownership of all or a Stockholder material portion of its assets or any of the Subsidiaries or to acquire in any manner, directly or indirectly, more than 20% of its Representatives shall be deemed outstanding voting shares and includes any proposal, offer or agreement for a merger, consolidation, amalgamation, arrangement, recapitalization, liquidation, dissolution, reorganization into a royalty trust or income fund or similar transaction or other business combination involving the Company or its Subsidiaries or any proposal, offer or agreement to be a material breach acquire 20% or more of this Agreement by such Stockholderthe assets of the Company.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder 7.2.1 Except as otherwise expressly provided in this Section 7.2, Moto shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of Moto or any of its subsidiaries (collectively, the “Representatives”), (i) solicit, initiate, solicit knowingly encourage or knowingly facilitate or encourage (including by way of providing informationfurnishing information or entering into any form of agreement, arrangement or understanding) the submission initiation of any inquiriesinquiries or proposals regarding an Acquisition Proposal, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any Acquisition Proposal or engage (ii) participate in any discussions or negotiations with respect theretoany person (other than Randgold or any of its affiliates) regarding an Acquisition Proposal, (iiiii) approve approve, accept, endorse or recommend, or propose publicly propose to approve accept, approve, endorse or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) accept or enter into or publicly propose to accept or enter into, any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement understanding or arrangement or other similar Contract relating to contract in respect of an Acquisition Proposal or enter into any Contract or agreement (v) make a Change in principle requiring such Stockholder Recommendation. 7.2.2 Except as otherwise provided in this Section 7.2, Moto shall, and shall cause its subsidiaries and Representatives to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons persons conducted theretofore heretofore by such Stockholder Moto, its subsidiaries or any of its Representatives with respect to any Acquisition Proposal, and, in connection therewith, Moto 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 regarding Moto and its subsidiaries previously provided to any such person or any other person and will request (and exercise all rights it has to require) the destruction of all material including or incorporating or otherwise reflecting any material confidential information regarding Moto and its subsidiaries. Each Stockholder Moto agrees that, except as permitted Section 7.2.3 neither it nor any of its subsidiaries, shall promptly notify Parent in writing terminate, waive, amend or modify any provision of any existing confidentiality agreement relating to an Acquisition Proposal (and in or any event less than 24 hours following the receipt of such Acquisition Proposal), such notice standstill agreement to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 which it or any of its Representatives shall be deemed to be subsidiaries is a material breach 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 Moto, pursuant to the express terms of any such Stockholderagreement, shall not be a violation of this Section 7.2.2) and Moto 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.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) The Corporation shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any officer, director, employee, representative or agent of the Corporation or any of its Subsidiaries, (i) initiatesolicit, solicit or knowingly facilitate initiate or encourage (including by way of providing informationfurnishing information or entering into any form of agreement, arrangement or understanding) the submission initiation or continuation of any inquiries, discussions, negotiations, proposals or offers from any Person or group of Persons (other than Acquiror) in respect of any other efforts matter or attempts that constitutething inconsistent with the successful completion of the Offer, or may reasonably be expected to lead toincluding, without limitation, any Acquisition Proposal or engage Proposal; (ii) provide any non-public information to, participate in any discussions or negotiations with respect thereto, (ii) approve relating to any such matter or recommendthing with, or publicly propose otherwise cooperate with or assist or participate in any effort to approve or recommendtake such action by, any Acquisition Proposal, Person or group of Persons; (iii) make withdraw, modify, qualify or change any statement of its recommendations or proposal inconsistent with determinations referred to in section 2.2 in a manner adverse to Acquiror or the Company Board Recommendation of Directors or any committee thereof resolve to do so; or (iv) enter into any merger agreementaccept, letter of intentrecommend, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition Proposal approve or enter into any Contract agreement to implement an Acquisition Proposal; provided, however, that notwithstanding any other provision hereof, the Corporation and the officers, directors, advisors and other representatives of the Corporation may: (v) enter into, or agreement participate in, any discussions or negotiations with a third party who seeks to initiate (without solicitation or encouragement) such discussions or negotiations and, may furnish to such third party information concerning the Corporation and its business, properties and assets, in principle requiring each case if, and only to the extent that: (A) the third party has first made an Acquisition Proposal which the Board of Directors has determined, in good faith and acting reasonably, if pursued would be reasonably likely to constitute a Superior Proposal and after receiving the advice of outside counsel has determined that the failure to take such Stockholder action would be reasonably likely to abandonconstitute a breach by the members of the Board of Directors of their fiduciary duties to Shareholders under applicable law; and (B) prior to furnishing such information to or entering into or participating in any such discussions or negotiations with such third party, terminate the Corporation provides prompt notice to Acquiror to the effect that it is furnishing information to or entering into or participating in discussions or negotiations with such third party and if not previously provided to Acquiror, copies of all information provided to such third party concurrently with the provision of such information to such third party; provided that this (v) shall cease to apply after the expiry of four Business Days from the time such third party made the Acquisition Proposal referred to in (A) above, unless within such four Business Day period the Board of Directors determines that the Acquisition Proposal is a Superior Proposal and after receiving the advice of outside counsel has determined that the failure to take such action would be reasonably likely to constitute a breach by the members of the Board of Directors of their fiduciary duties to Shareholders under applicable law; (vi) subject to paragraphs (v) and (vii) of this section 3.2, comply with Securities Laws relating to the provision of directors’ circulars and making appropriate disclosure with respect thereto to Shareholders; and (vii) withdraw, modify, qualify or change any of its obligations hereunder recommendations or fail determinations in section 2.2 in a manner adverse to consummate Acquiror or resolve to do so or accept, recommend, approve or implement any Superior Proposal if the transactions contemplated hereby. Each Stockholder Corporation has complied with sections 3.2(c) and (d) in respect of the Superior Proposal and prior to such acceptance, recommendation, approval or implementation: (A) after consultation with its financial advisors, and after receiving advice of outside counsel the Board of Directors concludes in good faith such action is necessary for the Board of Directors to comply with its fiduciary duties under applicable law; (B) in arriving at such conclusion, the Board of Directors gives consideration to any amendment proposed by Acquiror in writing in compliance with section 3.2(d); and (C) the Corporation concurrently pays the fee provided in section 3.6 to Acquiror. (b) The Corporation shall, and shall direct and use reasonable efforts to cause its officers, directors, employees, representatives and agents to, immediately cease and cause to be terminated any solicitation, encouragement, discussion existing discussions or negotiation negotiations with any Persons conducted theretofore by such Stockholder parties (other than Acquiror or an affiliate of Acquiror) with respect to any potential Acquisition Proposal. The Corporation shall immediately close any and all data rooms which may have been opened. The Corporation agrees not to waive, in whole or in part, or release, in whole or in part, any third party from, or consent to any action pursuant to, any confidentiality or standstill agreement with respect to the Corporation or any of its Representatives Subsidiaries to which such third party is a party except in respect of a Superior Proposal in accordance with respect section 3.2(d). The Corporation shall immediately request the return or destruction of all information provided to any third parties who have entered into a confidentiality agreement with the Corporation relating to a potential Acquisition Proposal. Each Stockholder , shall promptly notify Parent use all reasonable efforts to ensure that such requests are honoured and shall immediately advise Acquiror orally and in writing of any responses or action (actual, anticipated, contemplated or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the consummation of the transactions contemplated hereby. (c) The Corporation has notified Acquiror of any existing Acquisition Proposals and shall notify Acquiror promptly (and in any event within 24 hours) of any future Acquisition Proposal (including, without limitation, any amended, supplemented, replaced or renewed Acquisition Proposal previously made and, incrementally, of any Acquisition Proposal (whether or not previously notified) in respect of which the Board of Directors has made the determinations referred to in section 3.2(a)(v)(A) above) or any request for non-public information relating to the Corporation or any of its Subsidiaries or for access to the properties, books or records of the Corporation or any Subsidiary by any Person. Such notice to Acquiror shall be made, from time to time, orally and in any event less than 24 hours following writing, and shall indicate such details of the receipt of proposal, inquiry or contact known to such Acquisition Proposal)person as Acquiror may reasonably request including, such notice to include without limitation, the identity of the Person making such proposal, inquiry or contact and shall include a copy of any Person approaching such Stockholder with an written form of Acquisition Proposal, all of which information shall be subject to the provisions of the Confidentiality Agreement as if it were Information as referred to in that agreement. (d) If the Board of Directors determines that an Acquisition Proposal constitutes a Superior Proposal, the Corporation shall give immediate notice of such determination and shall give Acquiror not less than four Business Days advance notice of any action to be taken by the Board of Directors to withdraw, modify, qualify or change any recommendation regarding the Offer or to enter into any agreement to implement the Superior Proposal and the Board of Directors shall not withdraw, modify, qualify or change any recommendation with respect to the Offer, as so amended, and neither the Corporation nor the Board of Directors shall take any action to approve or implement the Superior Proposal, including, without limitation, any release of the party making the Superior Proposal from any standstill or confidentiality obligation, any further consideration or negotiation of the Superior Proposal or entry into of any agreement regarding the Superior Proposal before the expiry of such four Business Day period. (e) If the Board of Directors receives a request for non-public information from a party who has made or is considering making an Acquisition Proposal and the Board of Directors determines that such proposal if pursued would be reasonably likely to constitute a Superior Proposal pursuant to section 3.2(a), then, and only in such case, the Corporation may, subject to the execution of a confidentiality agreement no less favourable to the Corporation than that then in effect between the Corporation and Acquiror, provide such party with access to information regarding the Corporation provided that the Corporation complies with its obligations pursuant to section 3.2(c), sends a copy of any such confidentiality agreement to Acquiror immediately upon its execution and provides copies to Acquiror of any information provided to such party concurrently with its provision to such party. (f) The Corporation shall ensure that the officers, directors and employees of the Corporation and its Subsidiaries and any investment bankers or other advisors and representatives retained by the Corporation are aware of the provisions of this section 3.2, and the Corporation shall be responsible for any breach of this section 3.2 by such investment bankers, advisors or other representatives. (g) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or, where no or value of such copy is available, consideration) to be received by the Shareholders shall constitute a reasonably detailed description new Acquisition Proposal for the purposes of this section 3.2 and Acquiror shall be afforded a new response period in respect of each 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 breach of this Agreement by such Stockholder.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not, not and shall cause its Representatives not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, to directly or indirectlyindirectly (a) solicit, (i) initiate, solicit or knowingly facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead toof, any Acquisition Proposal or engage in any discussions or negotiations with respect theretoProposal, (iib) publicly approve or recommend, or publicly propose to that the Company approve or recommend, any Acquisition Proposal, (iiic) enter into any agreement, agreement in principle or 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 any inquiry, proposal or request for information that may reasonably be expected to lead to an Acquisition Proposal, (e) make any public statement or proposal inconsistent with the Company Board Recommendation Recommendation, or (ivf) 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 any merger agreementdiscussions or negotiations with respect to the Stockholders’ entry into a voting, letter of intenttender, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement support or other similar Contract relating agreement with respect to an Acquisition Proposal (and 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) if requested to do so by the Company or its Representatives but only to the extent the Company, its Subsidiaries or their respective Affiliates and/or Representatives are permitted, under Section 6.5 of the Merger Agreement, to have discussions or negotiations with respect to 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 other provisions of this Agreement (including Sections, 2 and 3, and this Section 11), each Stockholder may enter into any Contract voting, tender, support or similar 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 cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any an Acquisition Proposal (concurrently with the Company terminating the Merger Agreement pursuant to Section 6.5(d) and in any event less than 24 hours following the receipt of entering into a definitive agreement with respect to such Acquisition Proposal); provided, however, that such notice voting, tender, support or similar agreement shall not contain terms that are in the aggregate (taking into account any changes to include the identity transaction structure or form of consideration) materially more favorable to the counterparty to such agreement than the terms set forth in this Agreement and, for the avoidance of doubt, it shall be deemed materially more favorable to the counterparty if any Person approaching such Stockholder agreement does not terminate on the same date that the definitive agreement with an Acquisition Proposal, and a copy of any respect to such Acquisition Proposal (oris terminated. For the avoidance of doubt, where no such copy is availableofficer, a reasonably detailed description of such Acquisition Proposal)director, including any modifications thereto. Any violation employee, agent or advisor of the foregoing restrictions by a Stockholder Company, its Subsidiaries or any of its Representatives Affiliates (in each case, in their capacities as such) shall be deemed to be a material breach representative or Affiliate of any Stockholder for purposes of this Agreement by such StockholderSection 11.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) The Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or knowingly permit its representatives and agents its Subsidiaries’ directors, officers, employees, advisors and investment bankers (including its investment bankerswith respect to any Person, attorneys and accountants) (collectively, its the foregoing Persons are referred to herein as such Person’s “Representatives”) to, directly or indirectly, (i) initiatesolicit, solicit initiate or knowingly take any action to facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals Company Acquisition Proposal or offers or the making of any other efforts or attempts proposal that constitute, or may could reasonably be expected to lead toto any Company Acquisition Proposal, any Acquisition Proposal or (ii) subject to Section 5.4(b), (A) conduct or engage in any discussions or negotiations with respect theretowith, (ii) approve disclose any non-public information relating to the Company or recommendany of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or publicly propose to approve knowingly assist, participate in, facilitate or recommendencourage any effort by, any third party that is seeking to make, or has made, any Company Acquisition Proposal, (iiiB) make (1) amend or grant any statement waiver or proposal inconsistent release under any standstill or similar agreement with respect to any class of equity securities of the Company Board Recommendation or any of its Subsidiaries or (iv2) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL, or (C) enter into any merger agreementagreement in principle, letter of intent, agreement in principleterm sheet, share purchase acquisition agreement, asset purchase agreement, share exchange merger agreement, option agreement, joint venture agreement, partnership agreement or other similar Contract relating to an any Company Acquisition Proposal or enter into any Contract or agreement in principle requiring such Stockholder (each, a “Company Acquisition Agreement”). The Company shall, and shall cause its Subsidiaries to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall cease immediately cease and cause to be terminated terminated, and shall not authorize or knowingly permit any solicitationof its or their Representatives to continue, encouragementany and all existing activities, discussion discussions or negotiation negotiations, if any, with any Persons third party conducted theretofore by prior to the date hereof with respect to any Company Acquisition Proposal and shall use its reasonable best efforts to cause any such Stockholder third party (or its agents or advisors) in possession of non-public information in respect of the Company or any of its Representatives with respect Subsidiaries that was furnished by or on behalf of the Company and its Subsidiaries to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal return or destroy (and in any event less than 24 hours following confirm destruction of) all such information. (b) Notwithstanding Section 5.4(a), prior to the receipt of such the Company Stockholder Approval, the Company Board, directly or indirectly through any Representative, may, subject to Section 5.4(c) (i) participate in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide, unsolicited Company Acquisition Proposal)Proposal in writing that the Company Board believes in good faith, such notice after consultation with outside legal counsel and its financial advisor, constitutes or could reasonably be expected to include the identity of any Person approaching such Stockholder with an Acquisition result in a Superior Company Proposal, and a copy of any (ii) thereafter furnish to such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation of third party non-public information relating to the foregoing restrictions by a Stockholder Company or any of its Representatives Subsidiaries pursuant to an executed confidentiality agreement (a copy of which confidentiality agreement shall be deemed promptly provided (but in any event within twenty-four (24) hours of the execution thereof) for informational purposes only to Parent), (iii) following receipt of and on account of a Superior Company Proposal, make a Company Adverse Recommendation Change and/or (iv) take any action that any court of competent jurisdiction orders the Company to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) through (iii), only if 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. (c) The Company shall notify Parent promptly (but in no event later than forty-eight (48) hours) after receipt by the 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 Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and details of the status and material breach 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 twenty-four (24) hours of any change thereto), of the material terms of any such Company Acquisition Proposal, indication or request, including any material amendments or proposed amendments as to price and other material terms thereof. The Company shall provide Parent with at least forty-eight (48) hours prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any 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 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 permit 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, 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 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 after 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 Stockholderaction 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. Each Stockholder hereby agrees that Stockholder (a) Neither Pro-Fac, nor the Company nor any of their respective Subsidiaries shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, whether directly or indirectlyindirectly through their respective officers, directors, advisors, agents, representatives or other intermediaries), nor shall Pro-Fac, the Company or any of their respective Subsidiaries authorize or permit any of their respective officers, directors, advisors, agents, representatives or other intermediaries (ithe "Company Representatives") to (a) solicit, initiate, solicit or knowingly facilitate or encourage (including by way of providing furnishing non-public information) or take any action to facilitate the submission of any inquiries, proposals or offers (whether or not in writing) from any Person (other efforts or attempts than Buyer and its Affiliates), other than the transactions contemplated by this Agreement, that constitute, or may are reasonably be expected to lead to, any an Acquisition Proposal Proposal, (b) enter into or engage participate in any discussions or negotiations with respect theretoregarding an Acquisition Proposal or (c) afford access to the properties, (ii) approve books or recommendrecords of Pro-Fac, the Company or any of their respective Subsidiaries to any Person that may be considering making, or publicly propose to approve or recommendhas made, 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, (iii) make any statement or proposal inconsistent with 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 Recommendation 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 (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating 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 enter into 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 Contract or agreement in principle requiring such Stockholder to abandon, terminate or breach its obligations hereunder or fail to consummate other provision of this Agreement. (d) Pro-Fac and the transactions contemplated hereby. Each Stockholder Company shall immediately cease and cause their respective Subsidiaries, officers, directors, advisors, agents, representatives and other intermediaries to cease immediately and cause to be terminated any solicitationand all existing activities, encouragement, discussion discussions or negotiation negotiations with any Persons Person conducted theretofore by such Stockholder or any of its Representatives heretofore with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (, and in any event less than 24 hours following the receipt Closing, each of Pro-Fac and the Company, as applicable, shall use its commercially reasonable efforts to cause any such Acquisition Proposal), parties in possession of confidential information about Pro-Fac or the Company that was furnished by or on behalf of Pro-Fac or the Company to return or destroy all such notice to include information in the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy possession of any such Acquisition Proposal (or, where no party or in the possession of any agent or advisor of any such copy party. Pro-Fac and the Company agrees not to release any third party from or waive any provisions of confidentiality in any confidentiality agreement to which the Company 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 breach of this Agreement by such Stockholderparty.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall not instruct, authorize or knowingly permit any of its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly induce, encourage, facilitate or encourage (including by way of providing information) the submission of assist, any inquiriesproposal, proposals offer or offers or any other efforts or attempts inquiry that constituteconstitutes, or may 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 afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent, Merger Sub 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 any proposal that constitutes an Acquisition Proposal; (iii) participate, enter into, or engage in any discussions or negotiations with any Person with respect theretoto any inquiry or proposal that constitutes an Acquisition Proposal (except, in each case, solely to notify such Person in response to an unsolicited inquiry that the provisions of Section 7.3(a) of the Merger Agreement prohibit any such discussions or negotiations); (iiiv) approve approve, endorse or recommendrecommend any inquiry, offer or proposal that constitutes, or publicly propose would reasonably be expected to approve or recommendlead to, any an Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation ; or (ivv) enter into any merger agreementAlternative Acquisition Agreement; provided that, letter for the avoidance of intentdoubt, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement this Section 4.8 shall not prevent or other similar Contract relating inhibit such Stockholder from taking any action permitted to be taken with respect to an Acquisition Proposal or enter into any Contract Superior Proposal or agreement to otherwise exercise their duties 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 their capacity as officers and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation directors of the foregoing restrictions by a Stockholder or any Company, in each case, in accordance with Section 7.3 of its Representatives shall be deemed to be a material breach of this Agreement by such Stockholderthe Merger Agreement.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) Prior to the termination of this Agreement, the Stockholders and the Company shall not, and shall not authorize its representatives and agents (including its permit their respective Affiliates, directors, officers, employees, investment bankers, attorneys and accountants) financial advisors, representatives or agents (collectively, its “Representatives”) to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any business combination transaction, whether by way of merger, consolidation, business combination, purchase or disposition of any amount of the assets or equity interests of the Company or otherwise, other than the Transactions (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or knowingly facilitate initiate discussions, negotiations or encourage (including by way submissions of providing information) the submission of any written offers, inquiries, proposals or offers indications of interest (other than an offer, inquiry, proposal or indication of interest by the Parent) contemplating or relating to any other efforts Acquisition Transaction (each an “Acquisition Proposal”), (iii) furnish or attempts cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Company in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that constitute, or may could reasonably be expected to lead to, any to an Acquisition Proposal or engage in any discussions or negotiations with respect theretoProposal, (iiiv) approve or recommendapprove, endorse, or publicly propose to approve or recommend, recommend any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (ivv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement intent or other similar document or any Contract contemplating or otherwise relating to an any Acquisition Proposal Transaction or enter into (vi) otherwise cooperate in any Contract way with, or agreement in principle requiring such assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. (b) Commencing on the Execution Date, each Stockholder to abandonshall, terminate or breach its obligations hereunder or fail to consummate and shall cause the transactions contemplated hereby. Each Stockholder shall Company and their Affiliates and Representatives to, (i) immediately cease and cause to be terminated any solicitation, encouragement, discussion existing discussions or negotiation negotiations with any Persons (other than the Parent) conducted theretofore by such Stockholder or any of its Representatives heretofore with respect to any an Acquisition Proposal. Each Stockholder shall promptly , (ii) notify the Parent orally and in writing promptly (but in no event later than one Business Day) after receipt of any Acquisition Proposal or any request for non-public information relating to the Company or for access to the properties, books or records of the Company by any Person other than the Parent (such notice shall indicate the identity of the Person making the Acquisition Proposal, or intending to make an Acquisition Proposal or offer or requesting non-public information relating to the Company or access to the properties, books or records of the Company, the material terms of any Acquisition Proposal, or modification or amendment to such Acquisition Proposal and shall include copies of any written Acquisition Proposal or amendments or supplements thereto, and the Company shall keep the Parent informed, on a current basis, of any material changes in the status and any event less than 24 hours following material changes or modifications in the receipt material terms of any such Acquisition Proposal), such notice (iii) to include the identity extent not previously requested, request the return or destruction of any confidential written or electronic materials provided to any Person in connection with a contemplated or potential Acquisition Proposal and (iv) and immediately prohibit any access by any Person (other than the Parent and its representatives) to any physical or electronic data room relating to a possible Acquisition Proposal. (c) The Company agrees not to release or permit the release of any Person approaching such Stockholder with an Acquisition Proposalfrom, and a copy or to waive or permit the waiver of any such Acquisition Proposal (orprovision of, where no such copy is availableany confidentiality, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation of “standstill,” or similar agreement to which the foregoing restrictions by a Stockholder Company or any of its Representatives shall be deemed Subsidiaries is a party, and will enforce or cause to be a material breach enforced each such agreement at the request of this Agreement by such Stockholderthe Parent.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (1) Except as provided in this Article 5, the Company and the Subsidiary shall not, and none of the Company’s or the Subsidiary’s directors and officers shall, and the Company shall not authorize cause its representatives and agents (including its investment the Subsidiary’s investments bankers, attorneys attorneys, accountants and accountants) other advisors or representatives (such directors, officers, investments bankers, attorneys, accountants and other advisors or representatives, collectively, its “Representatives”) not to, directly or indirectly: (a) solicit, (i) assist, initiate, solicit encourage or otherwise knowingly facilitate or encourage (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 the Subsidiary) the submission of any inquiriesinquiry, proposals proposal or offers or any other efforts or attempts offer that constitute, constitutes or may reasonably be expected to constitute or lead to, any an Acquisition Proposal Proposal; (b) enter into or otherwise engage or participate in or knowingly facilitate any discussions or negotiations with respect theretoany Person (other than with the Purchaser and the Parent or any Person acting jointly or in concert with the Purchaser or the Parent) regarding any inquiry, proposal or offer that constitutes or 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; (iic) approve make a Change in Recommendation; (d) accept, approve, endorse or recommend, enter into or publicly propose to approve or recommendaccept, any Acquisition Proposalapprove, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition Proposal endorse or enter into (other than a confidentiality agreement permitted by and in accordance with Section 5.3) any Contract or agreement in principle requiring such Stockholder respect of an Acquisition Proposal; or (e) authorize any of or commit to abandonor agree to do any of the foregoing. (2) The Company shall, terminate or breach and shall cause the Subsidiary and its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall Representatives to, immediately cease and cause to be terminated terminate, any solicitation, encouragement, discussion or negotiation commenced prior to the date of this Agreement with any Persons conducted theretofore by such Stockholder or any of its Representatives Person (other than with the Purchaser and the Parent and their Representatives) with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal)inquiry, such notice proposal or offer that constitutes, or may reasonably be expected to include the identity of any Person approaching such Stockholder with 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 (b) 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 Parent) since August 1, 2020 in respect of a copy possible Acquisition Proposal, and (ii) the 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 in accordance with the terms of such rights. (3) The Company represents and warrants as of the date of this Agreement that, in the 12 months prior to the date of this Agreement, neither the Company nor the Subsidiary (directly or 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 Parent and Purchaser that the automatic termination or release of any standstill restrictions of any such Acquisition Proposal (or, where no such copy is available, agreements as a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation result of the foregoing restrictions by a Stockholder or any of its Representatives shall be deemed to be a material breach entering into and announcement of this Agreement by such Stockholdershall not be a violation of this Section 5.1(3)).

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) On and after the date hereof, except as expressly contemplated by this Agreement, the Company shall not, and shall cause its Subsidiaries not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any officer, director, employee, investment banker, legal advisor or other advisor, consultant, representative or agent (collectively, the “Representatives”) of the Company or its Subsidiaries: (i) solicit, initiate, solicit or knowingly facilitate or encourage (including by way of providing furnishing any non-public information, permitting any visit to any facilities or properties of the Company or any of its Subsidiaries, or entering into any form of agreement, arrangement or understanding) the submission of any inquiries, proposals or offers (or the submission or initiation of any of the foregoing) regarding any: (A) merger, amalgamation, reorganization, consolidation, arrangement, business combination, recapitalization, take-over bid, dividend, distribution, Share re-purchase, liquidation, dissolution or winding-up; (B) strategic alliance, joint venture, earn-in right or sale involving all or a material portion of the assets of the Company or its Subsidiaries on a consolidated basis (or any lease, long term supply or off-take agreement or other efforts transaction having the same economic effect as a sale of such assets); (C) subject to paragraph (b)(iv) of Schedule “D”, issue or attempts that constitutesale of Shares or rights or interests therein or thereto involving the Company or its Subsidiaries from any person other than the Offeror; (D) similar transactions involving the Company or its Subsidiaries from any person other than the Offeror or any Representatives of Offeror; or (E) inquiry, proposal, offer or may reasonably be expected public announcement of an intention to lead todo any of the foregoing, (any of the foregoing inquiries, proposals, offers or public announcements in (A) to (E) being referred to herein as an “Acquisition Proposal or Proposal”); (ii) engage in any negotiations concerning, or provide any non-public information to, or have any discussions with or negotiations with respect theretootherwise cooperate with, any person relating to an Acquisition Proposal, or otherwise knowingly facilitate or knowingly encourage any effort or attempt to make or implement an Acquisition Proposal; (iiiii) withdraw the board of directors’ recommendation of the Offer or change, modify or qualify such recommendation in a manner adverse to the Offeror; (iv) approve or recommend, or publicly propose to approve or recommend, recommend any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition Proposal or enter into any Contract agreement related to any Acquisition Proposal; or (v) propose publicly to do any of the foregoing in (i) to (iv), provided that, subject to Section 4.5, nothing contained in this Section 3.3(a) or other provisions of this Agreement shall prevent the Company from (x) engaging in discussions or negotiations with, or otherwise responding to, any person, or any Representative of any person, that has made a Superior Proposal and which proposal continues to be a Superior Proposal or (y) provided the Company first terminates this Agreement in accordance with Section 6.1(g), approving or recommending to the Shareholders a Superior Proposal or entering into any agreement related to a Superior Proposal. Nothing in principle requiring this Section 3.3 will preclude the Company or its officers or board of directors from responding (but not recommending or knowingly encouraging), (i) within the time and in the manner required by Applicable Laws, to any take-over bid or tender or exchange offer made for the Shares or other securities of the Company, and (ii) to any person making an unsolicited Acquisition Proposal that such Stockholder to abandon, terminate or breach its obligations hereunder or fail to consummate Acquisition Proposal does not constitute a Superior Proposal when the transactions contemplated hereby. Each Stockholder Company’s board of directors has so determined. (b) The Company shall immediately cease, cause its Representatives to cease and cause to be terminated any solicitationexisting solicitations, encouragement, discussion discussions or negotiation negotiations with any Persons conducted theretofore by such Stockholder parties (other than the Offeror or any Representative of its Representatives the Offeror) with respect to any Acquisition Proposal or any potential Acquisition Proposal. Each Stockholder The Company shall promptly notify Parent immediately cease to provide any party, other than the Offeror and its Representatives, with access to non-public information concerning the Company or its Subsidiaries with respect to any Acquisition Proposal or potential Acquisition Proposal, and discontinue access to any data or information rooms (virtual or otherwise) to anyone other than the Offeror and its Representatives. Within five business days from the date hereof, the Company shall request the return or destruction of all information provided to any third parties who have obtained such information in relation to an Acquisition Proposal or a potential Acquisition Proposal and shall use commercially reasonable efforts to ensure that such requests are honoured in accordance with the terms of any applicable confidentiality agreements. Subject to Section 3.3(d) below, the Company shall not allow or permit access to any data or information rooms (virtual or otherwise) regarding the Company, its Subsidiaries or any of their respective properties or assets, except to the Offeror and its Representatives. Notwithstanding anything contained in this Agreement (other than the waiver in Section 3.4(d)), the Company agrees not to waive, release any third party from, provide any consent in respect of or fail to enforce on a timely basis any confidentiality or standstill agreement to which the Company and such third party are a party (except to allow any party who has not participated in the Company’s Auction Process to make an unsolicited bona fide Acquisition Proposal in writing to the board of directors of the Company), and represents that it has not waived any existing standstill provisions contained in a confidentiality agreement or otherwise for any person that has participated in the Auction Process. (c) The Company shall notify the Offeror promptly (but in no event later than 24 hours) after receipt by the Company, or any of its Representatives, of any Acquisition Proposal (and in Proposal, any event less than 24 hours following the receipt of such Acquisition Proposal), such notice request for discussions or negotiations relating to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, or any request for non-public information relating to the Company or its Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any Subsidiaries thereof or for a list of Shareholders by any person. Such notice to the Offeror shall be made at first orally and then in writing, and shall indicate the identity of the person making such proposal, inquiry, request or contact, all material terms thereof and a copy of any all written correspondence relating to the foregoing, and such Acquisition Proposal (orother details of the proposal, where no such copy inquiry or contact as the Offeror may reasonably request and which is availablein the possession of, a reasonably detailed description or under the control of, the Company or its Representatives. The Company shall keep the Offeror promptly and fully informed of such Acquisition Proposal)the status, including any modifications change to the material terms, of any such proposal, inquiry, offer or request, or any amendment to the foregoing, and will respond promptly to all reasonable inquiries by the Offeror with respect thereto. Any violation . (d) In the event that the board of directors of the foregoing restrictions by Company receives a Stockholder or any request for non-public information from a party that proposes to make a bona fide Acquisition Proposal to the board of its Representatives shall be deemed to be directors of the Company that did not result from a material breach of this Agreement and that the board of directors of the Company in good faith determines is reasonably capable of being completed and would, if consummated in accordance with its terms, result in a Superior Proposal and the board of directors of the Company, after consultation with its outside legal advisors, determines in good faith that the failure to provide such party with access to such information would be a breach of its fiduciary duties, then, and only in such case, the Company may, subject to the execution of a confidentiality and standstill agreement which is no less favourable to the Company and no more favourable to the counterparty than the Confidentiality Agreement, provide such party with access to any information regarding the Company and its Subsidiaries. The Company shall provide the Offeror immediately with a list of, and in the case of information that was not previously made available to the Offeror, copies of or access to any information that is being provided to such person. (e) The Company shall ensure that the Representatives of the Company and its Subsidiaries are aware of the provisions of this Section 3.3, and the Company shall be responsible for any breach of this Section 3.3 by any of such StockholderRepresentatives.

Non-Solicitation. Each Stockholder hereby (a) Upon execution of this Agreement, DGLP shall and 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 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) Except as authorized or permitted in this Section 5.15, DGLP agrees that Stockholder shall notneither it nor Subsidiary shall, and that it shall cause its and Subsidiary’s respective Representatives not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, (i) initiate, solicit solicit, or knowingly encourage or knowingly facilitate or encourage (including by way of providing information) the submission of any inquiriesinquiry, proposals indication of interest, proposal or offers or any other efforts or attempts offer that constituteconstitutes, or may would reasonably be expected to lead to, any an Acquisition Proposal or engage Proposal, (ii) participate in any discussions or negotiations with respect thereto, (ii) approve or recommendregarding, or publicly propose furnish any non-public information to approve or recommendany Person (other than Buyer) in connection with, any an Acquisition Proposal, (iii) make enter into any statement letter of intent or proposal inconsistent with the Company Board Recommendation agreement related to an Acquisition Proposal (other than a confidentiality agreement as contemplated by Section 5.15(c)), or (iv) approve or recommend an Acquisition Proposal. (c) Notwithstanding Section 5.15(b), from the date hereof and prior 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 further provided that all such information provided to such 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 committee of the Seller Board may withdraw or change in a manner adverse to Buyer the Seller Recommendation, or 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 merger agreementagreement relating to the Superior Proposal (it being understood and agreed that any material amendment to such Superior Proposal, letter including the financial terms of intentsuch Superior Proposal, agreement 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 principlegood faith, share purchase agreementafter taking into account all amendments or revisions irrevocably committed to by Buyer and after consultation with outside legal counsel and financial advisors, asset purchase agreementthat such Acquisition Proposal remains a Superior Proposal. During any such four (4) Business Day period, share exchange agreementBuyer shall be entitled to deliver to Seller one or more counterproposals to such Acquisition Proposal, option agreement 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 Contract relating 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 enter into any Contract or agreement in principle requiring a committee thereof, after consultation with its outside legal counsel, failing to take such Stockholder to abandon, terminate or breach action would be inconsistent with its obligations hereunder under applicable Law (it being understood that any such compliance with Rule 14e-2 or fail to consummate 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 transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any solicitationoperation of this Agreement with respect thereto, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any “stop, look and listen” communication by the Seller Board pursuant to Rule 14d-9(f) of its Representatives the Exchange Act or any similar communication to the Seller Stockholders, shall not constitute an Adverse Recommendation Change or an approval or recommendation with respect to any Acquisition Proposal. Each Stockholder . (i) For purposes of this Agreement, “Superior Proposal” shall promptly notify Parent in writing of mean any bona fide unsolicited written Acquisition Proposal (with all references to 15% in the 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 in any event less financial advisors, is reasonably capable of being consummated, and if consummated would be more favorable from a financial point of view to the Seller Stockholders than 24 hours following the receipt Contemplated Transactions, and all 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 such Acquisition Proposal), such notice to include including, without limitation, the identity likelihood of any Person approaching such Stockholder with an consummation. (j) For purposes of this Agreement, “Acquisition Proposal” means any inquiry, and indication of interest, proposal or offer for any transaction or series of related transactions involving (i) a copy 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 any such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation assets that constitute at least 15% of the foregoing restrictions Assets, taken as a whole, or (iii) a purchase, tender offer or other acquisition (including by a Stockholder way of merger, consolidation, stock exchange or any otherwise) of its Representatives shall be deemed to be a material breach beneficial ownership (the term “beneficial ownership” for purposes of this Agreement by such Stockholderhaving the meaning assigned thereto in Section 13(d) of the Exchange Act and the rules and regulations thereunder) of securities representing 15% or more of the voting power of DGLP or Subsidiary; provided, however, that the term “Acquisition Proposal” shall not include the Contemplated Transactions.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not, and shall not authorize its representatives and agents (a) Except as otherwise expressly provided in this Section 5.8 (including its investment bankersbut not limited to Section 5.8(d)), attorneys and accountants) (collectively, its “Representatives”) toneither Stars nor Flutter shall, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of such Party or any of its Subsidiaries (collectively, the “Representatives”): (i) solicit, initiate, solicit or knowingly encourage, assist or otherwise facilitate or encourage (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information) the submission , properties, facilities, books or records of any inquiries, proposals Stars or offers Flutter or any Subsidiary, as applicable, or entering into any form of agreement, arrangement or understanding (other efforts than a confidentiality and standstill agreement permitted by and in accordance with Section 5.8(d))) any inquiry, proposal or attempts offer that constitute, constitutes or may reasonably be expected to constitute or lead to, any an Acquisition Proposal Proposal; (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations with respect theretoany Person (other than the other Party) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iiiii) approve accept, approve, endorse or recommend, or publicly propose to approve accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition ProposalProposal (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 formal announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.8 (or in the event that the Stars Meeting or the Flutter Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (iii3rd) make any statement Business Day before the date of the Stars Meeting or proposal inconsistent with the Company Flutter Meeting, as applicable); provided the Stars Board Recommendation or Flutter Board, as applicable, has rejected such Acquisition Proposal and affirmed their recommendation of the Arrangement before the end of such period); (iv) accept or enter into into, or publicly propose to accept or enter into, any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement arrangement or other similar Contract relating undertaking related to an any Acquisition Proposal or enter into any Contract or (other than a confidentiality and standstill agreement permitted by and in principle requiring such Stockholder to abandonaccordance with Section 5.8(d)) (a “Proposed Agreement”); or (v) make a Change in Recommendation. (b) Each of Stars and Flutter shall, terminate or breach and shall cause its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall Subsidiaries and Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion discussion, negotiation or negotiation other activity with any Persons Person (other than the other Party) conducted theretofore by such Stockholder Party or any of its Subsidiaries or 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, such Party will discontinue access to, and disclosure of, any of its information (and not establish or allow access to any of its or its Subsidiaries’ information, any data room, virtual or otherwise, or any of its or its Subsidiaries’ properties, facilities, books or records); and shall as soon as possible request, and exercise all rights it has to require, the return or destruction of all confidential information regarding such Party and its Subsidiaries previously provided to any such Person or any other Person (other than the other Party and its Representatives) to the extent such information has not already been returned or destroyed. Neither Stars nor Flutter shall release any third party from any confidentiality, non-solicitation or standstill agreement, or terminate, modify, amend or waive the terms thereof, and each of Stars and Flutter undertakes to enforce, and cause its Subsidiaries to enforce, all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that such Party or any of its Subsidiaries has entered into prior to the date hereof except to allow a Person to propose an Acquisition Proposal to the Party (it being acknowledged that the automatic termination or release of any such agreement, restriction or covenant as a result of either Party entering into this Agreement shall not be a violation of this Section 5.8(b)). Each of Stars and Flutter covenants and agrees (i) that it shall take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which it or any Subsidiary is a party, and (ii) that neither it, nor any Subsidiary or any of its Representatives with respect have or will, without the prior written consent of the other Party, release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting it, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which it or any Subsidiary is a party except to allow such Person to propose an Acquisition Proposal to such Party. (c) If a Party or any of its Subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of (i) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal. Each Stockholder , or (ii) any request (by any Person that such Party or any of its Subsidiaries or any of their respective Representatives is aware, or would reasonably be expected to be aware, is considering making, or has made, an Acquisition Proposal) for copies of, access to, or disclosure of, confidential information relating to such Party or any of its Subsidiaries, including information, access, or disclosure relating to the properties, facilities, books or records of such Party or any of its Subsidiaries, such Party shall promptly notify Parent in writing of any Acquisition Proposal (the other Party, at first orally, and then as soon as practicable and in any event less than 24 within twenty four (24) hours following the receipt in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions (if applicable), such notice to include the identity of any Person approaching such Stockholder with an all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and a copy copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Persons. The Parties shall keep one another promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request and will respond promptly to all inquiries by the other Party with respect thereto. (d) Notwithstanding any other provision of this Agreement, if at any time following the date of this Agreement and prior to obtaining the Stars Shareholder Approval or the Flutter Shareholder Approval, as applicable, a Party or its Representatives receives a bona fide unsolicited Acquisition Proposal and such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction, Stars or Flutter, as applicable, has been, and continues to be, in compliance with its obligations under Section 5.8, and the Stars Board or the Flutter Board, as applicable, determines, in good faith after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal, then, and only in such case, such Party may: (ori) provide the Person making such an Acquisition Proposal with access to such information regarding such Party and its Subsidiaries as has been provided to the other Party or as is required to be provided by applicable Law; and/or (ii) enter into, where no such copy is availableparticipate, a reasonably detailed description of facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal), including provided that such Party shall not, and shall not allow any modifications thereto. Any violation of the foregoing restrictions by a Stockholder its Subsidiaries or Representatives to, disclose any non-public information with respect to such Party or any of its Representatives Subsidiaries to such Person making such Acquisition Proposal without having (i) entered into a confidentiality and standstill agreement on customary terms, and provided a copy of such confidentiality and standstill agreement to the other Party and (ii) provided to the other Party a list of and access to the information made or to be made available to such Person. Any such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with such Party and may not restrict such Party or any of its Subsidiaries from otherwise complying with Section 5.8. (e) Notwithstanding anything to the contrary contained in Section 5.8(a) or any other provision of this Agreement, if a Party receives an Acquisition Proposal that constitutes a Superior Proposal, such Party may (i) make a Change in Recommendation in respect of such Superior Proposal or (ii) enter into any Proposed Agreement with respect to such Superior Proposal if, and only if, prior to effecting such Change in Recommendation and/or entering into such Proposed Agreement: (i) the Flutter Shareholder Approval or the Stars Shareholder Approval, as applicable, has not been obtained; (ii) such Party has complied in all material respects with Section 5.8; (iii) such Party has provided the other Party with a notice in writing that there is a Superior Proposal together with a copy of the proposed definitive agreement for the Superior Proposal and all supporting materials, including documentation supporting the valuation of any non-cash consideration and any financing documents supplied to such Party in connection therewith, subject to, in the case of financing documents, customary confidentiality provisions with respect to fee letters or similar information, such documents to be so provided to the other Party not less than five (5) Business Days prior to the proposed acceptance, approval or execution of the Proposed Agreement by such Party; (iv) five (5) Business Days (the “Matching Period”) shall be deemed have elapsed from the date the other Party received the notice and documentation referred to in Section 5.8(e)(iii)from such Party and, during any Matching Period, the other Party has had the opportunity (but not the obligation), in accordance with Section 5.8(f), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal, and, if the other Party has proposed to amend the terms of the Arrangement in accordance with Section 5.8(f), the Stars Board or the Flutter Board, as applicable, shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by the other Party; and (v) after the Matching Period, the board of the Party in receipt of the Acquisition Proposal determines, after consultation with outside counsel and financial advisors, that the Acquisition Proposal constitutes a Superior Proposal. (f) Each of Stars and Flutter acknowledges and agrees that, during the Matching Period or such longer period as such Party may approve for such purpose, the other Party 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 Stars Board or the Flutter Board, as applicable, will, in consultation with outside legal counsel and financial advisers, review any proposal by the other Party to amend the terms of this Agreement in order to determine in good faith in the exercise of its fiduciary duties whether the other Party’s proposal to amend this Agreement would result in the Acquisition Proposal ceasing to be a Superior Proposal, and will respond to the other Party with such determination within three (3) Business Days of receiving the other Party’s proposal to amend this Agreement. If the Stars Board or the Flutter Board, as applicable, determines that the Acquisition Proposal is not a Superior Proposal as compared to the proposed amendments to the terms of this Agreement, it will promptly enter into an amended agreement with the other Party reflecting such proposed amendments. Each Party undertakes to the other to negotiate in good faith and in a timely manner with the other Party during the Matching Period. (g) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Party receiving an Acquisition Proposal or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.8, and the other Party shall be afforded a new full five (5) Business Day Matching Period from the date on which the other Party received the notice and documentation referred to in Section 5.8(e)(iii) with respect to each new Superior Proposal. (h) Each of Stars and Flutter shall ensure that its Representatives and its Subsidiaries are aware of the provisions of this Section 5.8, and each of Stars and Flutter shall be responsible for any breach of this Agreement Section 5.8 by its Representatives and its Subsidiaries. (i) In circumstances where: (i) Stars or Flutter has notified the other that it intends to make a Change in Recommendation under Section 5.8(j); or (ii) Stars or Flutter provides the other with notice of a Superior Proposal contemplated by Section 5.8(e), on a date that is less than fifteen (15) Business Days prior to the Stars Meeting or the Flutter Meeting, as applicable, Stars or Flutter may, or if requested by the other, shall adjourn the Stars Meeting or the Flutter Meeting, as applicable, to a date that is fifteen (15th) Business Days after the date of such Stockholdernotice, provided, however, that neither the Stars Meeting nor the Flutter Meeting shall be adjourned or postponed to a date that is later than the fifteenth (15th) Business Day prior to the Outside Date. (j) Nothing in this Section 5.8 shall prohibit the Stars Board or the Flutter Board from (i) making a Change in Recommendation or from making any disclosure to any securityholders of the applicable Party prior to the Effective Time, if, in the good faith judgment of the Stars Board or the Flutter Board, as applicable, after consultation with outside counsel and financial advisors, failure to take such action or make such disclosure would be inconsistent with the fiduciary duties of the Stars Board or the Flutter Board, as applicable, or such action or disclosure is otherwise required under applicable Law and (ii) responding through a directors’ circular or equivalent document to an Acquisition Proposal that it determines is not a Superior Proposal, provided that such Party shall provide the other Party and its outside legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure (if practicable) and shall make all reasonable amendments as requested by the other Party and its legal counsel. (k) Nothing in this Section 5.8 shall prevent Flutter from complying with the requirements of the Irish Takeover Rules or the Irish Takeover Panel.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) During the Interim Period, the Company shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective Representatives not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, (i) initiate, solicit solicit, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or encourage (including by way of providing information) assist, any inquiries or requests for information with respect to, or the submission of making of, any inquiriesinquiry regarding, proposals or offers or any other efforts proposal or attempts offer that constituteconstitutes, or may could reasonably be expected to result in or lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect theretoProposal, (ii) approve engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, business, assets, books, 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, (iii) approve, endorse or recommend, or propose publicly propose to approve approve, endorse or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) execute or enter into into, any merger agreement, letter of intent, memorandum of understanding, agreement in principle, share purchase confidentiality agreement, asset purchase merger agreement, share acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar Contract agreement for or relating to any Acquisition Proposal or (v) resolve or agree to do, or 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 and its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal. The Company also agrees that within five (5) Business Days of the execution of this Agreement, the Company shall request each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal (and with whom the Company has had contact in the twelve (12) months prior to the date of this Agreement regarding an Acquisition Proposal) to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof in accordance with the terms of the confidentiality agreement executed with such Person and terminate access to any physical or electronic data room maintained by or on behalf of the Company or any of its Subsidiaries. If a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Acquisition Proposal at any time prior to the Closing, then such party shall promptly (and in no event later than two (2) Business Days after such party becomes aware of such inquiry or enter into proposal) notify such Person in writing of the terms of this Section 7.05. Without limiting the foregoing, it is understood that any Contract or agreement violation of the restrictions contained in principle requiring such Stockholder to abandonthis Section 7.05 by any of the Company Subsidiaries, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of the Company’s or its Subsidiaries’ respective Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following acting on the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 Company’s or any one of its Representatives Subsidiaries’ behalf, shall be deemed to be a material breach of this Agreement Section 7.05 by the Company. (b) For purposes of this Agreement, “Acquisition Proposal” means any proposal or offer from any Person or “group” (as defined in the Exchange Act) (other than the Parent Parties, or their respective Affiliates) relating to, in a single transaction or series of related transactions, (i) any direct or indirect acquisition or purchase of a business that constitutes fifty percent (50%) or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole, (ii) any direct or indirect acquisition of fifty percent (50%) or more of the consolidated assets of the Company and its Subsidiaries, taken as a whole (based on the fair market value thereof, as determined in good faith by the Company Board), including through the acquisition of one or more Subsidiaries of the Company owning such Stockholderassets, (iii) acquisition of beneficial ownership, or the right to acquire beneficial ownership, of fifty percent (50%) or more of the total voting power of the equity securities of the Company, any tender offer or exchange offer that if consummated would result in any Person beneficially owning fifty percent (50%) or more of the total voting power of the equity securities of the Company, or any merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any Subsidiary of the Company whose business constitutes fifty percent (50%) or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole) or (iv) any issuance or sale or other disposition (including by way of merger, reorganization, division, consolidation, share exchange, business combination, recapitalization or other similar transaction) of fifty percent (50%) or more of the total voting power of the equity securities of the Company; provided that, for the avoidance of doubt, no Permitted Financing shall constitute an Acquisition Proposal.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (1) Except as expressly provided in this Article 5, the Company and its Subsidiaries shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any officer, director, employee, representative (iincluding any financial or other adviser) or agent of the Company or of any of its Subsidiaries (collectively, “Representatives”), or otherwise, and shall not permit any such Person to: (a) solicit, assist, initiate, solicit encourage or knowingly otherwise facilitate or encourage (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information) , properties, facilities, books or records of the submission of any inquiries, proposals or offers Company or any Subsidiary 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; (b) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other efforts than the Parent and the Purchaser) regarding any inquiry, proposal or attempts offer that constituteconstitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, 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 Business Days 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 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)); or (e) accept or enter into (other than a confidentiality agreement permitted by and in accordance with Section 5.3) or publicly propose to accept or enter into any agreement, understanding or arrangements in respect of an Acquisition Proposal. (2) 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, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than the Parent and the Purchaser) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect thereto, (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy in connection therewith, the Company will: (a) immediately discontinue access to and disclosure of any such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal)all information, including any modifications thereto. Any violation data room and any confidential information, properties, facilities, books and records of the foregoing restrictions by Company or of any of its Subsidiaries; and (b) within two Business Days, request, and 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 Person, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, 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 since January 1, 2012, the Company has not waived any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a Stockholder Party, and further covenants and agrees (i) that the Company shall take all necessary action to enforce each confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which the Company or any Subsidiary is a party, and (ii) that neither the Company, nor any Subsidiary or any of their respective Representatives have or 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 Representatives shall be deemed Subsidiaries, under any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to be which the Company or any Subsidiary is a material breach party, nor will they waive the application of this Agreement by such Stockholderthe Rights Plan in favour of any third party.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) Except as otherwise expressly provided in this Section 5.8, each Party shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of such Party or any of its Subsidiaries (collectively, the “Representatives”): (i) solicit, assist, initiate, solicit encourage or knowingly otherwise facilitate or encourage (including by way of providing informationfurnishing information or entering into any form of agreement, arrangement or understanding) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected relating to lead to, any Acquisition Proposal Proposal; (ii) engage in, continue or engage otherwise participate in any discussions or negotiations with respect theretoany Person regarding, an Acquisition Proposal; (iiiii) approve or recommend, or propose publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or ; (iv) accept or enter into into, or publicly propose to accept or enter into, any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreementarrangement or undertaking related to any Acquisition Proposal; or (v) make a TMX Group Change in Recommendation or an LSEG Change in Recommendation, share exchange agreementas applicable. (b) Each Party shall, option agreement or other similar Contract relating to an Acquisition Proposal or enter into any Contract or agreement in principle requiring such Stockholder to abandonand shall cause its Subsidiaries and Representatives to, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any existing solicitation, encouragement, discussion or negotiation with any Persons Person (other than the other Party) conducted theretofore by such Stockholder Party or any of its Subsidiaries or Representatives with respect to any Acquisition Proposal, and, in connection therewith, such Party 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, and exercise all rights it has to require, the return or destruction of all confidential information regarding such Party 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. Each Stockholder Party shall promptly notify Parent in writing not release any third party from any confidentiality, non- solicitation or standstill agreement, or terminate, modify, amend or waive the terms thereof, and each Party undertakes to enforce, and cause its Subsidiaries to enforce, all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that such Party or any of its Subsidiaries has entered into prior to the date hereof except to allow a Person to propose an Acquisition Proposal to the Party. Each Party represents and warrants that it has not waived any standstill or similar agreement or restriction to which the Party or any Subsidiary is a party, except to permit submissions of expressions of interest prior the date of this Agreement, and further covenants and agrees (i) that the Party shall take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which the Party or any Subsidiary is a party, and (ii) that neither the Party, nor any Subsidiary or any of their respective representatives have or will, without the prior written consent of the other Party, release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Party, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Party or any Subsidiary is a party except to allow such Person to propose an Acquisition Proposal to such Party. (c) Each Party shall immediately provide notice to the other Party of any Acquisition Proposal or any proposal, inquiry or offer that could lead to an Acquisition Proposal or any amendments to the foregoing 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 such Party or any of its Subsidiaries by any Person that informs such Party, any member of the LSEG Board or the TMX Group Board, as applicable, or any of such Party’s Subsidiaries that it is considering making, or has made, an Acquisition Proposal. Such notice to the other Party shall be made, from time to time, at first immediately orally and then promptly (and in any event less than within 24 hours hours) in writing and shall indicate the identity of the Person or Persons making such proposal, inquiry, offer or request, all material terms thereof and such other details of the proposal, inquiry, offer or request known to such Party, and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. The Parties shall keep one another promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request and will respond promptly to all inquiries by the other Party with respect thereto. (d) Notwithstanding any other provision of this Agreement and any confidentiality or standstill agreement between a Party and any other Person, if at any time following the receipt date of this Agreement and prior to obtaining the TMX Group Shareholder Approval or LSEG Shareholder Approval, as applicable, a Party receives a request for material non-public information, or to enter into discussions, from a Person that proposes to such Party an unsolicited bona fide written Acquisition Proposal that did not result from a breach of Section 5.8 and the TMX Group Board or the LSEG Board, as applicable, determines, in good faith after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, then, and only in such case, such Party may: (i) provide the Person making such Acquisition Proposal with access to information regarding such Party and its Subsidiaries; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal, provided that such Party shall not, and shall not allow any of its Subsidiaries or Representatives to, disclose any non-public information with respect to such Party or any of its Subsidiaries to such Person without having (i) entered into a confidentiality and standstill agreement on customary terms, and provided a copy of such confidentiality and standstill agreement to the other Party and (ii) provided further that the other Party is provided with a list of the information provided to such Person and the other Party is immediately provided with access to the same information to which such Person was provided. Any such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with such Party and may not restrict such Party or any of its Subsidiaries from complying with Section 5.8. (e) Neither Party shall accept, approve or enter into any agreement, understanding or arrangement (a “Proposed Agreement”), such notice other than a confidentiality and standstill agreement as contemplated by Subsection 5.8(d), relating to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, unless: (i) the board of the Party in receipt of the Acquisition Proposal determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) the TMX Group Shareholder Approval or the LSEG Shareholder Approval, as applicable, has not been obtained; (iii) such Party has complied in all material respects with Subsections 5.8(a) through 5.8(d) inclusive; (iv) such Party has provided the other Party with a notice in writing that there is a Superior Proposal together with all documentation related to and detailing the Superior Proposal, including a copy of any Proposed Agreement relating to such Superior Proposal, such documents to be so provided to the other Party not less than five Business Days prior to the proposed acceptance, approval or execution of the Proposed Agreement by such Party; (v) five Business Days (the “Response Period”) shall have elapsed from the date the other Party received the notice and documentation referred to in Subsection 5.8(e)(iv) from such Party and, if the other Party has proposed to amend the terms of the Arrangement in accordance with Subsection 5.8(f), the TMX Group Board or the LSEG Board, as applicable, shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by the other Party; (orvi) such Party concurrently terminates this Agreement pursuant to Section 7.2(a)(iii)(C) or Section 7.2(a)(iv)(C), where no as applicable; (vii) such copy Party has previously paid, or concurrently pays, to the other Party the TMX Group Termination Fee or the LSEG Termination Fee, as applicable. (f) Each Party acknowledges and agrees that, during the Response Period or such longer period as such Party may approve for such purpose, the other Party 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 TMX Group Board or the LSEG Board, as applicable, will review any proposal by the other Party to amend the terms of the Agreement in order to determine in good faith in the exercise of its fiduciary duties whether the other Party’s proposal to amend the Agreement would result in the Acquisition Proposal ceasing to be a Superior Proposal. If the TMX Group Board or the LSEG Board, as applicable, determines that the Acquisition Proposal is availablenot a Superior Proposal as compared to the proposed amendments to the terms of the Agreement, it will promptly enter into an amended agreement with the other Party reflecting such proposed amendments. Each successive modification of any Acquisition Proposal shall constitute a reasonably detailed description new Acquisition Proposal for the purposes of this Section 5.8 and the other Party shall be afforded a new Response Period in respect of each such Acquisition Proposal), including any modifications thereto. Any violation . (g) Each Party shall ensure that its Representatives are aware of the foregoing restrictions by a Stockholder or any provisions of its Representatives this Section 5.8, and each Party shall be deemed to be a material responsible for any breach of this Section 5.8 by its Representatives. (h) In circumstances where: (i) a Party has notified the other Party that it intends to make a Change in Recommendation under Section 5.8(i); or (ii) a Party provides the other Party with notice of a Superior Proposal contemplated by Section 5.8(e), on a date that is less than seven Business Days prior to the TMX Group Meeting or the LSEG Meeting, as applicable, either Party may, or if requested by the other Party, shall adjourn the TMX Group Meeting or the LSEG Meeting, as applicable, to a date that is seven Business Days after the date of such notice, provided, however, that neither the TMX Group Meeting nor the LSEG Meeting shall be adjourned or postponed to a date later than the seventh Business Day prior to the Outside Date. (i) Nothing in this Agreement shall prohibit the TMX Group Board or LSEG Board from making a TMX Group Change in Recommendation or LSEG Change in Recommendation, as applicable, or from making any disclosure to any securityholders of such Party prior to the Effective Time, if, in the good faith judgment of the TMX Group Board or LSEG Board, as applicable, after consultation with outside legal counsel, failure to take such action or make such disclosure would be inconsistent with the TMX Group Board’s or LSEG Board’s exercise of its fiduciary duties or such action or disclosure is otherwise required under applicable Law (including by responding to an Acquisition Proposal under a directors’ circular or otherwise as required under applicable Securities Laws); provided that: (i) prior to making a Change in Recommendation, each Party shall give to the other Party not less than 48 hours’ notice of its intention to make such Stockholdera Change in Recommendation; (ii) where, having first given notice of its intention to do so pursuant to paragraph (i) above: (A) the LSEG Board makes an LSEG Change in Recommendation and TMX Group does not exercise its right of termination following such change and prior to the LSEG Meeting, LSEG shall hold the LSEG Meeting; or (B) the TMX Group Board makes a TMX Group Change in Recommendation and LSEG does not exercise its right of termination following such change and prior to the TMX Group Meeting, TMX Group shall hold the TMX Group Meeting, in each case on the date for which such meeting is scheduled (subject to adjournment in accordance with Section 5.8(h) above); (iii) for greater certainty, in the event of a TMX Group Change in Recommendation and a termination by LSEG of this Agreement pursuant to Section 7.2(a)(iii)(A) (but not including a termination by LSEG pursuant to Section 7.2(a)(iii)(A) in circumstances where the TMX Group Change in Recommendation resulted from the occurrence of an LSEG Material Adverse Effect), TMX Group shall pay the TMX Group Termination Fee as required by Section 7.3(c)(i), and in the event of an LSEG Change in Recommendation and a termination by TMX Group of this Agreement pursuant to Section 7.2(a)(iv)(A) (but not including a termination by TMX Group pursuant to Section 7.2(a)(iv)(A) in circumstances where the LSEG Change in Recommendation resulted from the occurrence of a TMX ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect), LSEG shall pay the LSEG Termination Fee as required by Section 7.3(e)(i). (j) Nothing in this Section 5.8 shall prevent LSEG from complying with the requirements of the City Code or the Takeover Panel.

Non-Solicitation. Each Subject to Section 7 hereof, during the Term, each Stockholder hereby agrees that such Stockholder shall not, and shall not authorize cause its Affiliates, representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) not to, directly or indirectly, (i) initiate, solicit solicit, cause, or knowingly facilitate or encourage (including by way of providing information) any inquiries or the submission making of any inquiries, proposals proposal or offers or any other efforts or attempts offer that constituteconstitutes, or may could reasonably be expected to lead to, any Acquisition Proposal Takeover Proposal, or (ii) engage in, continue or otherwise participate in any discussions or negotiations with respect thereto, (ii) approve or recommendregarding, or publicly propose furnish to approve any other person any non-public information, or recommendafford any other person with access to the business, any Acquisition Proposalemployees, (iii) make any statement officers, contracts, properties, assets, or proposal inconsistent with books and records of the Company Board Recommendation or (iv) enter into any merger agreementits Subsidiaries, letter of intentin each case in connection with, agreement in principleor that could reasonably be expected to lead to, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 herebya Takeover Proposal. Each Stockholder shall immediately cease and cause to be terminated any inquiries, solicitation, encouragement, discussion discussions or negotiation negotiations with any Persons conducted theretofore by 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. Each Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Purchaser in the event that such Stockholder or any of its Affiliates or Representatives receives a Takeover Proposal and shall provide Purchaser with respect a copy of such Takeover Proposal (if in writing) and disclose to Purchaser the material terms and conditions of any Acquisition such Takeover Proposal. Each , 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 promptly notify Parent in writing of any Acquisition Proposal keep Purchaser reasonably informed on a prompt basis (and in any event less than 24 hours following within twenty-four (24) hours) of the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, status and a copy terms of any such Acquisition discussions or negotiations and any material developments with respect to any such Takeover Proposal (orincluding any amendments, where no such copy is available, a reasonably detailed description modifications or other changes thereto); provided that compliance by the Company with its obligations set out in Section 5.02(c) of the Merger Agreement in respect of such Acquisition Proposal), including any modifications thereto. Any violation of the foregoing restrictions by a Stockholder or any of its Representatives Takeover Proposal shall be deemed to be a material breach satisfy each Stockholder’s obligations in respect of this Agreement by such Stockholderfinal sentence of this Section 3(b) of this Agreement.

Non-Solicitation. Each Stockholder hereby agrees (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 Stockholder such requests are honoured. (b) Shellbridge shall not, and shall not directly or indirectly, do or authorize or permit any of its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) Representatives to, directly or indirectly, do, any of the following: (i) initiatesolicit, solicit facilitate, initiate or knowingly encourage (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) or take any action to solicit, facilitate or encourage (including by way of providing information) any inquiry or communication or the submission making of any inquiries, proposals proposal or offers offer to Shellbridge or its shareholders from any other efforts or attempts that constituteperson which constitutes, or may reasonably be expected to lead to, to (in either case whether in one transaction or a series of transactions): (i) an acquisition from Shellbridge or its shareholders of any Acquisition Proposal or engage in any discussions or negotiations with respect thereto, securities of Shellbridge (other than on exercise of currently outstanding Shellbridge Options); (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, acquisition of a significant amount of assets of Shellbridge; (iii) make any statement an amalgamation, arrangement, merger, or proposal inconsistent with the Company Board Recommendation 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 participate in any merger agreementnegotiations or discussions regarding an Acquisition Proposal, letter of intentor furnish to any other person any information with respect to its business, agreement properties, operations, prospects or conditions (financial or otherwise) in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to 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) waive, or otherwise forbear in the enforcement of, or enter into or participate in any Contract discussions, negotiations or agreements to waive or otherwise forbear in respect of, any rights or other benefits of Shellbridge under confidential information agreements, including, without limitation, any “standstill provisions” thereunder; or (iv) accept, recommend, 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 participate in principle requiring such Stockholder to abandon, terminate any negotiations or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated discussions with a third party who (without any solicitation, initiation or encouragement, discussion directly or negotiation with any Persons conducted theretofore indirectly, after the date of this agreement, by such Stockholder Shellbridge or any of its Representatives 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, recommend, approve or enter into an agreement to implement a Superior Proposal, 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 agreement to implement such Superior Proposal and not to 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. In addition, 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 greater than the value per Shellbridge Share provided in the Superior Proposal and so advises Shellbridge prior to the 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. (d) The Trust and True agree that all information that may be provided to it by Shellbridge with respect to any Acquisition Proposal. Each Stockholder Superior Proposal pursuant hereto shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following be treated as if it were “Confidential Information” as provided pursuant to the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation terms of the foregoing restrictions by a Stockholder Shellbridge Confidentiality Agreement and shall not be disclosed or any used except in accordance with the provisions of the Shellbridge Confidentiality Agreement or in order to enforce its Representatives shall be deemed to be a material breach of rights under this Agreement by such Stockholderagreement in legal proceedings.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (1) Except as expressly provided in this Article 5, the Company and its Subsidiaries shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any of their respective officers, directors, employees, representatives (iincluding any financial or other adviser) or agents (collectively “Representatives”), or otherwise permit any such Representative to: (a) make, solicit, assist, initiate, solicit encourage or knowingly otherwise facilitate or encourage (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information) , properties, facilities, books or records of the submission of any inquiries, proposals or offers Company or any Subsidiary 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, a Company Acquisition Proposal; (b) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other efforts than the Purchaser) regarding any inquiry, proposal or attempts offer that constituteconstitutes or may reasonably be expected to constitute or lead to, a Company Acquisition Proposal, or otherwise co-operate with, assist or participate in or facilitate or encourage in any way any effort or attempt by any other Person to undertake or seek to undertake an alternative transaction; (c) enter into any oral or written agreement, understanding, arrangement or letter of intent, with any other Person regarding a Company Acquisition Proposal; or (d) make, or publicly propose to make, a Company Change in Recommendation. (2) 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, negotiations, or other activities commenced prior to the date of this Agreement with any Person (other than the Purchaser) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, a Company Acquisition Proposal, and in connection therewith the Company shall: (a) discontinue access to and disclosure of all information, including the Company Data Room and any Acquisition Proposal confidential information, properties, facilities, books and records of the Company or engage in any discussions Subsidiary; and (b) promptly following the date hereof, to the extent it is permitted to do so, request, and exercise all rights it has to require (i) the return or negotiations with respect thereto, 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) approve the destruction of all material including or recommendincorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, to the extent that such information has not previously been returned or publicly propose destroyed, using its commercially reasonable efforts to approve ensure that such requests are fully complied with in accordance with the terms of such rights or recommendentitlements. (3) The Company represents and warrants that the Company has not waived any confidentiality, standstill, non-solicitation, use, business purpose or similar agreement or restriction to which the Company or any Subsidiary is a party, and covenants and agrees that (i) the Company shall take all necessary action to enforce each confidentiality, standstill, non-solicitation, use, business purpose or similar agreement or restriction to which the Company or any Subsidiary is a party relating to a Company Acquisition Proposal, and (iiiii) make neither the Company, nor any statement Subsidiary nor any of their respective Representatives will, without the prior written consent of the Purchaser (which may be withheld or proposal inconsistent with delayed in the Company Board Recommendation Purchaser’s sole and absolute discretion), release any Person from, or (iv) enter into any merger agreementwaive, letter of intentamend, agreement in principlesuspend or otherwise modify such Person’s obligations respecting the Company, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives with respect Subsidiaries, under any confidentiality, standstill, use, business purpose or similar agreement or restriction to which the Company or any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice Subsidiary is a party relating to include the identity of any Person approaching such Stockholder with an a Company Acquisition Proposal, it being acknowledged and a copy agreed that the automatic termination of any standstill provisions of any such Acquisition Proposal (or, where no such copy is available, agreement or restriction as a reasonably detailed description result 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 breach of entering into and announcing this Agreement by the Company pursuant to the express terms of any such Stockholderagreement or restriction, shall not be a violation of this Section 5.1.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not(a) Except as otherwise provided in this Article 5, and Zarlink shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, indirectly through any of its Representatives: (i) solicit, assist, initiate, solicit encourage or knowingly otherwise facilitate or encourage (including by way of providing informationfurnishing information or entering into any form of written or oral agreement, arrangement or understanding) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any proposals regarding an Acquisition Proposal or engage otherwise co-operate in any way with, or assist with or participate in any way in any effort or attempt by any Person to make an Acquisition Proposal; (ii) enter into or participate in any discussions or negotiations with respect theretoregarding an Acquisition Proposal; (iii) withdraw, modify or qualify (iior propose to do so) in a manner adverse to the Offeror, the approval or recommendation of the Zarlink Board of Directors or any committee thereof of the Offers or this Agreement; (iv) approve or recommend, recommend or propose publicly propose to approve or recommend, recommend any Acquisition Proposal, or (iiiv) make any statement accept, recommend, approve or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement understanding or other similar Contract relating to arrangement in respect of an Acquisition Proposal or enter into providing for the payment of any Contract break, termination or agreement other fees or expenses to any Person in principle requiring such Stockholder to abandon, terminate or breach its obligations hereunder or fail to consummate the event that Zarlink completes the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated in this Agreement or any solicitation, encouragement, discussion or negotiation other transaction with any Persons conducted theretofore by such Stockholder the Offeror or any of its Affiliates agreed to prior to any termination of this Agreement, whether formal or informal. (b) Zarlink shall, and shall cause its Representatives to, immediately terminate any existing discussions or negotiations with any Person (other than the Offeror or its Representatives) with respect to any proposal that constitutes, or which could reasonably be expected to constitute, an Acquisition Proposal, whether or not initiated by Zarlink. Each Stockholder Zarlink shall promptly notify Parent in writing not amend, modify or waive, but shall enforce, any of any the standstill provisions of the confidentiality agreements entered into by Zarlink with other Persons relating to a potential Acquisition Proposal Proposal. (c) Zarlink shall, as soon as practicable and in any event less than within 24 hours following receipt thereof notify the receipt of such Acquisition Proposal)Offeror, such notice to include the identity at first orally and then in writing, of any Person approaching such Stockholder with 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 non-public information relating to Zarlink or for access to properties, books and records or a list of the securityholders of Zarlink or any amendments to the foregoing. Such notice shall include the terms and conditions of, and the identity of the Person making, any inquiry, proposal or offer (including any amendment thereto), and shall include, in the case of a written proposal or offer, copies of any such proposal or offer or any amendment to any of the foregoing. Zarlink shall keep the Offeror promptly and fully 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 inquiries by the Offeror with respect thereto. (d) Notwithstanding Section 5.1(a) or any provision of this Agreement to the contrary, if after the date of this Agreement, Zarlink receives a request for material non-public information in relation to a potential Acquisition Proposal and which proposes a bona fide Acquisition Proposal (that was not solicited, encouraged or facilitated after the date hereof in contravention of Section 5.1(a)), and (i) the Zarlink Board of Directors determines in good faith after consultation with its financial advisors and its legal counsel, that such Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal and (ii) the failure to provide the Person making such Acquisition Proposal with access to such information regarding Zarlink would be inconsistent with the fiduciary duties of the Zarlink Board of Directors, then, and only then, Zarlink may provide such person with access to information regarding Zarlink, subject to the execution of a confidentiality agreement, provided however that Zarlink sends a copy of any such Acquisition Proposal (or, where no such copy confidentiality agreement to the Offeror promptly upon its execution and the Offeror is available, provided with a reasonably detailed description list of such Acquisition Proposal), including any modifications thereto. Any violation or copies of the foregoing restrictions by a Stockholder or any of information provided to such person and is provided forthwith with access to similar information to which such Person was provided. (e) Zarlink shall ensure that its Representatives are aware of the provisions of this Section 5.1 and Zarlink shall be deemed to be a material responsible for any breach of this Agreement Section 5.1 by such StockholderRepresentatives.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) On and after the date hereof until the date upon which this Agreement is terminated, and except as otherwise expressly provided in this Section 7.1, Target shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, or through any of its Representatives, and shall cause its subsidiaries and their Representatives not to: (i) solicit, initiate, solicit encourage or knowingly facilitate or encourage (including by way of providing informationfurnishing information or entering into any form of agreement, arrangement or understanding) the submission initiation of any inquiries, inquiries or proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any whatsoever which would constitute an Acquisition Proposal or engage Proposal; (ii) participate in any discussions or negotiations with respect theretoany Person (other than Acquiror, any of its affiliates or its or their Representatives) regarding an Acquisition Proposal; (iiiii) approve approve, accept, endorse or recommend, or propose publicly propose to approve accept, approve, endorse or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or ; (iv) accept or enter into or publicly propose to accept or enter into, any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement understanding or arrangement or other similar Contract relating contract in respect of an Acquisition Proposal; or (v) make a Change in Recommendation, unless (A) it does not relate to an Acquisition Proposal or enter into any Contract or agreement and (B) in principle requiring 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 Stockholder to abandondirectors under applicable Law. (b) Except as otherwise provided in this Section 7.1, terminate or breach Target shall, and shall cause its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall subsidiaries and its and their Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons (other than Acquiror and its Representatives) conducted theretofore heretofore by such Stockholder Target, its subsidiaries or any of its or their Representatives with respect to any potential Acquisition ProposalProposal 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 Person. Each Stockholder Target agrees that, except as permitted by Section 7.1(c), neither it nor any of its subsidiaries shall promptly notify Parent in writing 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 event less than 24 hours following material terms thereof and the receipt conditions thereto and likelihood of consummation so as to determine whether such proposal is, or is reasonably likely to lead to, a Superior Proposal; and (ii) if, 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 Acquisition Proposal constitutes or, if consummated in accordance with its terms (disregarding, for the purposes of any such determination, any term of such Acquisition ProposalProposal that provides for a due diligence investigation), is reasonably likely to be or lead to a Superior Proposal, then, and only in such notice case, Target may: (A) furnish information with respect to include Target and its subsidiaries to the identity of Person making such Acquisition Proposal; and/or (B) participate in discussions or negotiations with, the Person making such Acquisition Proposal, and/or (C) waive any Person approaching standstill provision or agreement that would otherwise prohibit such Stockholder with person from making an Acquisition Proposal, provided that Target shall not, and shall not allow its Representatives to, disclose any non-public information with respect to Target to such Person (i) if such non-public information has not been previously provided to, or 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 such situations and which is no less favourable to Target and no more favourable to the counterparty than the confidentiality and standstill provisions contained in the Confidentiality Agreement; and (iii) without providing a copy of any such Acquisition 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 confidentiality agreement to be a material breach of this Agreement by such StockholderAcquiror.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (1) Except as expressly permitted by this Article 5, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not authorize its representatives and agents to: (including its investment bankersa) solicit, attorneys and accountants) (collectivelyassist, its “Representatives”) initiate, knowingly encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, directly an Acquisition Proposal; (b) continue, engage or indirectlyparticipate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) initiateadvise any Person of the restrictions of this Agreement; and (ii) 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, solicit in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or knowingly facilitate qualify, or encourage publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (including 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 publicly announced 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 no more than three Business Days following the public 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 by way the end of providing informationsuch three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other related activities commenced prior to the submission date of this Agreement with any inquiriesPerson (other than the Purchaser, proposals and its Representatives) with respect to any inquiry, proposal or offers or any other efforts or attempts offer that constituteconstitutes, or may reasonably be expected to constitute or lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect thereto, (ii) approve or recommend, or publicly propose to approve or recommend, any an Acquisition Proposal. In connection therewith, (iii) make any statement or proposal inconsistent with the Company Board Recommendation will (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (ivb) enter into within two Business Days, request (i) the return or destruction of all copies of any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 confidential information regarding the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder Company or any of its Representatives with respect Subsidiaries provided to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing such Person since January 1, 2016 and (ii) the destruction of any Acquisition Proposal (and in any event less than 24 hours following all material including or incorporating or otherwise reflecting such confidential information regarding the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 Company or any of its Representatives Subsidiaries provided to any such Person, in each case 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 agrees that (i) it shall be deemed use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a material breach violation of this Agreement by such StockholderSection 5.1(3)) .

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) Except as otherwise provided in this Agreement, the Company and the Company Subsidiary shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, indirectly through any Representative of the Company: (i) solicit, assist, initiate, solicit encourage or knowingly facilitate or encourage (including by way of providing discussion, negotiation, furnishing information, permitting any visit to any facilities or properties of the Company or the Company Subsidiary or entering into any form of written or oral agreement, arrangement or understanding) the submission of any inquiries, proposals or offers or any other efforts or attempts that constituteregarding, or that may reasonably be expected to lead to, any Acquisition Proposal Proposal; (ii) engage or engage participate in any discussions or negotiations regarding, or provide any information with respect theretoto or otherwise cooperate in any way with any person (other than the Offeror and its Representatives) regarding, any Acquisition Proposal or potential Acquisition Proposal; (iiiii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to the Offeror, the approval or recommendation of this Agreement or the Offer by the Board or any of its committees; (iv) approve or recommend, or remain neutral with respect to, or propose publicly propose to approve or recommend, any Acquisition ProposalProposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until seven (7) calendar days following the public announcement of such Acquisition Proposal shall not be considered a violation of this subsection 6.1(a)(iv); (v) accept or enter into, (iii) make or publicly propose to accept or enter into, any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option arrangement or undertaking related to any Acquisition Proposal; or (vi) release any person from or waive or otherwise forebear in the enforcement of any confidentiality or standstill agreement or any other similar Contract relating to an agreement with such person that would facilitate the making or implementation of any Acquisition 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 Proposal. (b) The Company shall immediately cease and cause to be terminated any existing solicitation, encouragementdiscussion, discussion negotiation, encouragement or negotiation activity with any Persons conducted theretofore person (other than the Offeror or any of its Representatives) by such Stockholder the Company or any of its Representatives with respect to any Acquisition Proposal or any potential Acquisition Proposal. Each Stockholder The Company shall promptly notify Parent immediately cease to provide any person (other than the Offeror or any of its Representatives) with access to information concerning the Company or the Company Subsidiary in writing respect of any Acquisition Proposal (and in or any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an potential Acquisition Proposal, and a copy request the return or destruction of all confidential information provided to any such Acquisition Proposal person (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation of other than the foregoing restrictions by a Stockholder Offeror or any of its Representatives) that has entered into a confidentiality agreement with the Company relating to any Acquisition Proposal or potential Acquisition Proposal to the extent provided for in such confidentiality agreement and shall use all commercially reasonable efforts to ensure that such requests are honoured. (c) The Company shall ensure that its Representatives are aware of the prohibitions in this Section 6.1 and the Company shall be deemed to be a material responsible for any breach of this Agreement Section 6.1 by such Stockholderits Representatives.

Non-Solicitation. Each Stockholder hereby agrees (a) CanniMed shall, 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 negotiation with any person (other than the Offeror or its Representatives) with respect to any potential Acquisition Proposal, whether or not initiated by CanniMed, and in connection therewith, CanniMed will discontinue access to any data rooms (virtual or otherwise). CanniMed shall not amend, modify or waive any confidentiality agreement, standstill 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, 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 Stockholder such requests, and any other covenants (including standstill provision) are 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 of its representatives and agents (including subsidiaries or its investment bankers, attorneys and accountants) (collectively, its “Representatives”) or their Representatives to, directly unless the Offeror has materially breached any covenant or indirectly, obligation under this Agreement or suffers a Offeror Material Adverse Change: (i) solicit, assist, initiate, solicit encourage or otherwise knowingly facilitate or encourage (including by way of providing furnishing information, permitting any visit to any facilities or properties of CanniMed or any of its subsidiaries or entering into any Contract) the submission initiation of any inquiries, proposals or offers or proposals regarding an Acquisition Proposal; provided that, for greater certainty, CanniMed may advise any other efforts or attempts that constitute, or may reasonably be expected to lead to, 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) engage or engage participate in or otherwise facilitate any discussions or negotiations with respect theretowith, or provide any information to any person regarding, an Acquisition Proposal; (iiiii) withdraw, modify or qualify (or propose to do so), in a manner adverse to the Offeror, the approval or recommendation of the CanniMed Board of Directors of the Improved Offer or this Agreement; (iv) approve or recommend, recommend or remain neutral or propose publicly propose to approve or recommend or remain neutral with respect to any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal 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)), or (v) accept, recommend, any Acquisition Proposal, (iii) make any statement approve or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement understanding or other similar Contract relating to arrangement in respect of an Acquisition Proposal or enter into providing for the payment of any Contract break, termination or agreement other fees or expenses to any person in principle requiring such Stockholder to abandon, terminate or breach its obligations hereunder or fail to consummate the event that CanniMed completes the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated in this Agreement or any solicitation, encouragement, discussion or negotiation other transaction with any Persons conducted theretofore by such Stockholder the Offeror or any of its Representatives with respect affiliates agreed to prior to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing termination of any Acquisition Proposal this Agreement, whether formal or informal. (c) CanniMed shall, as soon as practicable and in any event less than within 24 hours following receipt thereof notify the receipt of Offeror, at first orally and then as soon as possible thereafter within such Acquisition Proposal)24 hour period in writing, such notice to include the identity of any Person approaching such Stockholder with 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 copy 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 include, in the case of a proposal or offer, copies of any such 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 with a potential Acquisition Proposal or receives a bona fide Acquisition Proposal (orthat was not solicited, where no such copy is availableencouraged or facilitated after the date hereof in contravention of Section 6.1(a)), a reasonably detailed description and the CanniMed Board of Directors determines in good faith after consultation with its financial advisors and its legal counsel, that such Acquisition ProposalProposal would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), including any modifications thereto. Any violation 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 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 modified without the prior written approval of the foregoing restrictions by Offeror) other than to effect a Stockholder or any 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 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 provisions of this Section 6.1, and CanniMed shall be deemed to be a material responsible for any breach of this Agreement Section 6.1 by such Stockholdersubsidiaries and Representatives.

Non-Solicitation. Each Stockholder hereby agrees (a) Augusta shall, 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 negotiation with any person (other than the Offeror or its Representatives) with respect to any potential Acquisition Proposal, whether or not initiated by Augusta, and in connection therewith, Augusta will discontinue access to any data rooms (virtual or otherwise). Augusta shall not amend, modify or waive any confidentiality agreement, standstill agreement or standstill provisions contained in any agreements entered into by Augusta with other parties relating to a potential Acquisition Proposal. Within 48 hours following the execution of this Agreement, Augusta shall request the return or destruction of all information provided to any third parties in connection with any potential Acquisition Proposal and shall use commercially reasonable efforts to ensure that Stockholder such requests, and any other covenants (including standstill provision) are honoured in accordance with the terms of confidentiality agreements, where applicable. Augusta has provided the Offeror with a copy of the form of each confidentiality agreement executed by any person seeking access to Augusta’s data room following February 10, 2014. (b) Except as otherwise provided in this Article 6, Augusta shall not, and shall not authorize or permit any of its representatives and agents (including subsidiaries or its investment bankersor their Representatives to, attorneys and accountants) (collectively, its “Representatives”) take any action of any kind that would reasonably be expected to, directly or indirectly, interfere with the successful and timely completion of the Contemplated Transactions, including any action to, directly or indirectly through any of its subsidiaries or its or their Representatives: (i) solicit, assist, initiate, solicit encourage or otherwise knowingly facilitate or encourage (including by way of providing furnishing information, permitting any visit to any facilities or properties of Augusta or any of its subsidiaries or entering into any Contract) the submission initiation of any inquiries, proposals or offers or proposals regarding an Acquisition Proposal; provided that, for greater certainty, Augusta may advise any other efforts or attempts that constitute, or may reasonably be expected to lead to, any person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the Augusta Board of Directors has so determined; (ii) engage or engage participate in or otherwise facilitate any discussions or negotiations with respect theretowith, or provide any information to any person regarding, an Acquisition Proposal; (iiiii) withdraw, modify or qualify (or propose to do so), in a manner adverse to the Offeror, the approval or recommendation of the Augusta Board of Directors of the Offer or this Agreement; (iv) approve or recommend, recommend or remain neutral or propose publicly propose to approve or recommend or remain neutral with respect to any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal 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)), or (v) accept, recommend, any Acquisition Proposal, (iii) make any statement approve or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement understanding or other similar Contract relating to arrangement in respect of an Acquisition Proposal or enter into providing for the payment of any Contract break, termination or agreement other fees or expenses to any person in principle requiring such Stockholder to abandon, terminate or breach its obligations hereunder or fail to consummate the event that Augusta completes the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated in this Agreement or any solicitation, encouragement, discussion or negotiation other transaction with any Persons conducted theretofore by such Stockholder the Offeror or any of its Representatives with respect affiliates agreed to prior to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing termination of any Acquisition Proposal this Agreement, whether formal or informal. (c) Augusta shall, as soon as practicable and in any event less than within 24 hours following receipt thereof notify the receipt of Offeror, at first orally and then as soon as possible thereafter within such Acquisition Proposal)24 hour period in writing, such notice to include the identity of any Person approaching such Stockholder with 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 non-public information relating to Augusta or for access to properties, books and records or a list of the Augusta Shareholders or other Augusta Securityholders of which Augusta, 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 include, in the case of a proposal or offer, copies of any such proposal or offer or any amendment to any of the foregoing. Augusta 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, Augusta receives a request for material non-public information in connection 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 (i) the Augusta 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 (disregarding clause (vi) of the definition thereof), and (ii) the failure to provide the person making such Acquisition Proposal with access to such information regarding Augusta would be inconsistent with the fiduciary duties of the Augusta Board of Directors, then, and only then, Augusta may provide such person with access to information regarding Augusta and its subsidiaries, subject to the execution of a confidentiality agreement (if one has not already been entered into) providing for standstill provisions (which shall not be waived or modified without the prior written approval of the Offeror) other than to effect a Superior Proposal with the consent of the Augusta Board of Directors in compliance with this Agreement, provided however that Augusta sends a copy of any such Acquisition Proposal (orconfidentiality agreement to the Offeror promptly upon its execution and the Offeror is provided with a list and, where no such copy is availableas requested by the Offeror, a reasonably detailed description of such Acquisition Proposal)copies, including any modifications thereto. Any violation of the foregoing restrictions information provided to such person and is, as requested by a Stockholder or any the Offeror, immediately provided with access to similar information to which such person was provided. (e) Augusta shall ensure that its subsidiaries and its and their Representatives are aware of, and agree to be bound by, the provisions of its Representatives this Section 6.1, and Augusta shall be deemed to be a material responsible for any breach of this Agreement Section 6.1 by such Stockholdersubsidiaries and Representatives.

Non-Solicitation. Each Stockholder hereby (a) From and after the date of this Agreement until the earlier of the Appointment Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as otherwise expressly provided for in this Section 5.2, the Company agrees that Stockholder it shall not, not (and shall not authorize permit any Company Subsidiary to), and that it shall use its representatives reasonable best efforts to cause its Affiliates and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) Representatives not to, directly or indirectly, : (i) initiatesolicit, solicit initiate or knowingly facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals or offers Competing Proposal or any other efforts inquiries with respect thereto, (ii) initiate or attempts that constituteparticipate in any negotiations regarding, or furnish to any person any nonpublic information with respect to, any Competing Proposal, (iii) engage in discussions with any person with respect to any Competing Proposal, (iv) approve or recommend, or propose publicly to approve or recommend, any Competing Proposal, or, if a Competing Proposal has been publicly disclosed, fail to publicly recommend against any such Competing Proposal within ten (10) business days of the request of Parent and reaffirm the Company Board Recommendation within such ten (10) business day period, (v) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent or Purchaser, or otherwise make any statement or proposal inconsistent with, the Company Board Recommendation, (vi) fail to include the Company Board Recommendation in the Schedule 14D-9 or any Proxy Statement, as applicable, (vii) approve, recommend, authorize, agree to, accept or enter into any binding or non-binding letter of intent or similar document or any agreement, arrangement or commitment related to any actual or proposed Competing Proposal, or (viii) resolve, propose or agree to do any of the foregoing (any act or failure to act relating to clauses (iv), (v) and (vi) or clause (viii) with respect to any matter covered in said clauses (iv), (v) or (vi)) above, a “Change of Recommendation”). (b) The Company shall, and shall cause each of the Company Subsidiaries and its Representatives to, (i) immediately cease and cause to be terminated any existing discussions or negotiations with any Person or its Representatives (other than the parties hereto) conducted heretofore or that may be ongoing with respect to, or that may reasonably be expected to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect theretoCompeting Proposal, (ii) approve obtain the prompt return or recommend, destruction of all information previously furnished to any such Person or publicly propose to approve its Representatives and written certification of such return or recommend, any Acquisition Proposal, destruction and (iii) make take such action as is necessary to enforce any statement confidentiality or proposal inconsistent with the “standstill” provisions or provisions of similar effect to which it is a party or of which it is a beneficiary. (c) The Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours within forty-eight (48) hours) shall advise Parent orally and in writing of (i) any Competing Proposal and of any determinations made by the Company or the Company Board of Directors with respect to any Competing Proposal and (ii) any request for non-public information relating to the Company or the Company Subsidiaries, including the terms and conditions of any such Competing Proposal. The Company shall keep Parent apprised on a current basis of the status (including any material change to the terms thereof) of any such Competing Proposal. (d) Notwithstanding the limitations set forth in Section 5.2(a), if the Company receives prior to the Appointment Time an unsolicited bona fide written Competing Proposal, which in the good faith determination of the Company Board of Directors, after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or (ii) could reasonably be expected to result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal from the proponent of the Competing Proposal, the Company may, prior to the Appointment Time, take the following actions (but only if and to the extent that the Company Board of Directors first concludes 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’s stockholders under applicable Law and provides Parent with prior notice): (x) furnish nonpublic information to the third party making such Competing Proposal, if, and only if, prior to so furnishing such information, the Company receives from the third party an executed Acceptable Confidentiality Agreement and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal; provided, however, that as promptly as reasonably practicable (and in any event within forty-eight (48) hours) following the receipt Company taking such actions as described in clauses (x) and (y) above, the Company shall (A) provide the notice and information set forth in Section 5.2(g) hereof, including without limitation written notice to Parent of such Acquisition Competing Proposal, the determinations of the Company Board of Directors as provided for in clauses (i)­(ii) above, as applicable, and actions taken by the Company and its Representatives (with respect to which the Company shall keep Parent apprised on a current basis) and (B) provide to Parent any non-public information concerning the Company provided to such third party which was not previously provided to Parent. (e) Notwithstanding the limitations set forth in Section 5.2(a), prior to the Appointment Time, the Company Board of Directors may, with prompt (and in any event within forty-eight (48) hours) notice to Parent, effect a Change of Recommendation in response to an Effect occurring after the date hereof, other than of or relating to a Competing Proposal, if the Company Board of Directors has concluded in good faith after consultation with the Company’s outside legal and financial advisors that the failure of the Company Board of Directors to effect a Change of Recommendation would be inconsistent with the exercise of the fiduciary duties of the Company Board of Directors to the Company’s stockholder under applicable Law. (f) Notwithstanding the limitations set forth in Section 5.2(a), if the Company Board of Directors has concluded in good faith after consultation with the Company’s outside legal and financial advisors that a Competing Proposal constitutes a Superior Proposal (and remains such after taking into account any proposals offered by Parent or Purchaser) and that the failure to do so would be inconsistent with the fiduciary duties of the Company Board of Directors to the Company’s stockholders under applicable Law, then the Company Board of Directors may prior to the Appointment Time cause the Company to, after complying with Section 5.2(g) hereof and paying Parent the Termination Fee in accordance with Section 8.2, enter into a binding written agreement with respect to such Superior Proposal and terminate this Agreement in accordance with Section 8.1. (g) Neither the Company nor the Company Board of Directors shall take any of the actions described in Section 5.2(f) or terminate this Agreement pursuant to Section 8.1(a)(v), in each case, unless (i) the Company shall have complied in all material respects with this Section 5.2, (ii) the Company shall have given Parent and Purchaser prompt (but in any event, within forty-eight (48) hours) written notice (a “Notice of Superior Proposal”) advising them of the decision of the Company Board of Directors to take such action, detailing the terms and conditions of the Competing Proposal that serves as the basis of such action and including copies of any definitive document or correspondence evidencing such Competing Proposal, and (iii) (A) the Company shall have given Parent and Purchaser three (3) business days after delivery of such notice to include propose revisions to the identity terms of this Agreement and/or the Transactions (and/or make any Person approaching other proposals) and during such Stockholder time shall have negotiated and caused its Representatives to negotiate (if Parent and the Purchaser have notified the Company that they desire to negotiate), confidentially and in good faith with an Acquisition Parent and Purchaser so as to have such Competing Proposal cease to qualify as a Superior Proposal and (B) the Company Board of Directors shall have determined in good faith, after consultation with its outside financial and legal advisors and considering the results of such negotiations and giving effect to any proposals, amendments or modifications offered by Parent and Purchaser, that such Competing Proposal nevertheless remains a Superior Proposal and that failing to take the actions described in Section 5.2(f), as applicable, or terminating this Agreement pursuant to Section 8.1(a)(v), in each case as sought to be taken, would be inconsistent with the fiduciary duties of the Company Board of Directors to the Company’s stockholders under applicable Law. The Company acknowledges and agrees that each successive material amendment or material revision to any Superior Proposal or any material term thereof shall constitute a new Superior Proposal, as applicable, for all purposes of this Agreement, including without limitation with respect to necessitating the delivery of a new Notice of Superior Proposal, new two (2) business day period and a copy new determinations by the Company Board of Directors as set forth herein. The Company shall keep Parent apprised of any such Acquisition Proposal amendments or revisions or other developments with respect thereto. (orh) Nothing contained in this Agreement shall prohibit the Company or the Company Board of Directors from disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the Company Board of Directors has reasonably determined in good faith, where no after consultation with outside legal counsel, that the failure to do so would be inconsistent with any applicable Law; provided, that any such copy is availabledisclosure(s) (other than a “stop, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation of look and listen” or similar communication confined to the foregoing restrictions type contemplated by a Stockholder or any of its Representatives Rule 14d-9(f) under the Exchange Act) shall be deemed to be a material breach Change of this Agreement Recommendation under Section 5.2(a) hereof unless the Company Board of Directors expressly and unconditionally reaffirms the Company Board Recommendation within ten (10) business days of a request by such StockholderParent or Purchaser.

Non-Solicitation. Each Stockholder hereby agrees (1) The Company shall (i) immediately cease and cause to be terminated any discussions or negotiations that Stockholder may be ongoing with any Person with respect to an Acquisition Proposal made by or on behalf of such Person and (ii) promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company 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 not authorize 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 and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) not to: (a) solicit, directly or indirectly, (i) initiate, solicit knowingly encourage or otherwise knowingly facilitate or encourage (including by way of providing furnishing any non-public information) the submission of any inquiriesinquiry, proposals proposal or offers or any other efforts or attempts offer that constitute, constitutes or may reasonably be expected to lead to, any an Acquisition Proposal Proposal; (b) engage or engage participate in any discussions or negotiations regarding any Acquisition Proposal with respect theretothe Person making such Acquisition Proposal (or any of such Person’s Representatives), provided that the Company and its Representatives may ascertain facts from the Person making such Acquisition Proposal (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); (c) (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) approve accept, approve, endorse or recommend, or publicly propose to approve accept, approve, endorse or recommend, any Acquisition ProposalProposal (the actions in this clause (c), an “Adverse Recommendation Change”); or (iiid) make any statement approve, endorse, recommend or proposal inconsistent with the Company Board Recommendation or (iv) enter into or publicly propose to approve, endorse, recommend or enter into, any merger agreement, any letter of intent, agreement in principleunderstanding, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or arrangement (other than a confidentiality agreement entered into in compliance with Section 5.2 and any customary engagement, joint defense, clean team or similar Contract relating agreements) to effect an Acquisition Proposal or enter into any Contract or agreement in principle requiring (an “Alternative Transaction Agreement”) with the Person making such Stockholder to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder 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 with respect not to: (a) in the event that any Takeover Statute is applicable to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with 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) terminate, amend, release or modify or knowingly and a copy intentionally fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of an Acquisition Proposal, provided that the Company and its Subsidiaries and their respective Representatives may amend, release or fail to enforce or grant any such Acquisition Proposal (orpermission, where no such copy is available, a waiver or request if the Board determines in its good faith judgment after consultation with outside legal counsel that the failure to do so could be 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 likely to be a material breach of this Agreement by such Stockholderinconsistent with its fiduciary duties under applicable Law.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) Except as permitted by this Section 5.3, during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to ARTICLE 7, the 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 authorize its representatives and agents to: (including its investment bankers, attorneys and accountantsi) (collectively, its “Representatives”) to, directly or indirectly, (i) solicit, initiate, solicit or knowingly take any action to facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals Takeover Proposal or offers or the making of any other efforts or attempts proposal that constitute, or may would reasonably be expected to lead toto any Takeover Proposal; (ii) continue, any Acquisition Proposal conduct, or engage in any discussions or negotiations with respect theretowith, (ii) approve disclose any non-public information relating to the Company or recommendany of its Subsidiaries to, afford access to the business, properties, assets, books, or publicly propose to approve records of the Company or recommendany of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any Acquisition third party (or its potential sources of financing) relating to: (A) a Takeover Proposal, ; or (B) any inquiry or proposal that would reasonably be expected to lead to a Takeover Proposal; (iii) make any statement or proposal except where the Company Board makes a good faith determination, after consultation with its financial advisor and outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board Recommendation Board, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries; (iv) enter into any merger agreement, letter of intent, agreement in principleterm sheet, share purchase acquisition agreement, asset purchase agreement, share exchange merger agreement, option agreement agreement, joint venture agreement, partnership agreement, or other similar 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 enter into (v) approve, authorize, agree, or publicly announce any Contract 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 agreement in principle requiring such Stockholder at the direction of the Company or its Subsidiaries to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall cease immediately cease and cause to be terminated any solicitationand all existing activities, encouragementdiscussions, discussion or negotiation negotiations, if any, with any Persons third party conducted theretofore by such Stockholder 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 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 “stop, look and listen” statement made under Rule 14d-9(f) under the Exchange Act) by the Company or the 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 Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Takeover Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 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; (B) identifies the Person or group of Persons making such Takeover Proposal; (C) provides the material breach terms of such Takeover Proposal; or (D) describes the operation of this Agreement by with respect thereto and any such Stockholderstatement will not, in any case, be deemed to be (1) an adoption, approval or recommendation with respect to such Takeover Proposal; or (2) a Company Adverse Recommendation Change.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (1) Contact shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any officer, director, employee, representative or agent of Contact or any of its subsidiaries, (i) initiateactively solicit, solicit initiate or knowingly facilitate or actively encourage (including by way of providing informationfurnishing information or entering into any form of agreement, arrangement or understanding) the submission initiation of any inquiriesinquiries or proposals regarding, proposals constituting or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any an Acquisition Proposal or engage Proposal, (ii) participate in any discussions or negotiations with respect theretoregarding an Acquisition Proposal, (iiiii) withdraw or modify, or propose publicly to withdraw or modify, 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 approve or recommend, any Acquisition Proposal or (v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangement 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) involves not less than 50.1 percent of the outstanding Contact Shares or 50.1 percent of the consolidated assets of Contact; 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 Stornoway of, at first orally and then in writing, any Acquisition Proposal or written inquiry that could lead to an Acquisition Proposal, (iii) make in each case received after the date hereof of which any statement of its directors or proposal inconsistent with officers become aware, or any amendments to the Company Board Recommendation foregoing, or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract request for non-public information relating to Contact or any of its subsidiaries in connection with an Acquisition Proposal or enter into any Contract for access to the properties, books 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 cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder records of Contact or any of its Representatives 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 such Acquisition 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 respect copies of all correspondence and other written material sent or provided to Contact from any Acquisition Proposal. Each Stockholder shall promptly notify Parent person in writing of 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 any event less than 24 hours following accordance with its terms, a Superior Proposal, then, and only in such case, the receipt Board of Directors of Contact may, subject to the execution 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), such notice to include Proposal shall not be precluded thereunder from making the identity of any Person approaching such Stockholder with an Acquisition Proposal, and provided further that Contact sends a copy of any such Acquisition Proposal confidentiality agreement to Stornoway immediately upon its 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. (or, where no such copy is available, a reasonably detailed description 5) Contact shall ensure that its officers and directors and those of such Acquisition Proposal), including it s subsidiaries and any modifications thereto. Any violation financial or other advisors or representatives retained by it are aware of the foregoing restrictions by a Stockholder or any provisions of its Representatives this Section, and it shall be deemed to be a material responsible for any breach of this Agreement Section by any such Stockholderperson 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 is otherwise required under applicable Laws.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (1) Except as expressly provided in this Section 7.2, the Company shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, (i) initiatethrough any officer, solicit or knowingly facilitate or encourage director, employee, representative (including by way any financial or other advisor) or agent of providing information) the submission of any inquiries, proposals or offers Company or any of its subsidiaries (collectively, “Representatives”): (a) solicit, facilitate, knowingly encourage or initiate any inquiries or proposals regarding an Acquisition Proposal; (b) encourage or participate in any discussions or negotiations, including by furnishing any information relating to the Company or any of its subsidiaries or affording access to the business, properties, assets, books or records of the Company or its subsidiaries, with any person (other efforts than the Purchaser Parties) regarding an Acquisition Proposal; (c) make a Change in Recommendation; (d) accept, approve, endorse or attempts that constituterecommend, or may reasonably be expected propose publicly to lead toaccept, approve, endorse or recommend, any Acquisition Proposal (it being understood that publicly taking no position or engage in any discussions or negotiations a neutral position with respect theretoto an Acquisition Proposal for a period of no more than ten days following the formal announcement of such Acquisition Proposal shall not be considered to be in violation of this Section 7.2(1)); or (e) accept, (ii) approve approve, endorse, recommend or recommendenter into, or publicly propose to approve accept, approve, endorse, recommend or recommendenter into, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter Contract in respect of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition Proposal or enter into any Contract or (other than a confidentiality and standstill agreement permitted by Section 7.2(3)). (2) Except as otherwise provided in principle requiring such Stockholder to abandonthis Section 7.2, terminate or breach the Company shall, and shall cause its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall subsidiaries and Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons persons conducted theretofore heretofore by such Stockholder the Company, its subsidiaries or any of its Representatives with respect to any actual or potential Acquisition Proposal, and, in connection therewith, the Company shall discontinue access to the Data Room (and not establish or allow access to any other data rooms, virtual or otherwise or otherwise furnish information) 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 regarding the Company and its subsidiaries previously provided to any such person or any other person and shall request (and exercise all rights it has to require) the destruction of all material including or incorporating or otherwise reflecting any material confidential information regarding the Company and its subsidiaries. Each Stockholder The Company agrees that neither it, nor any of its subsidiaries, shall terminate, waive, amend or modify, and agrees to actively prosecute and enforce, any agreement containing standstill provisions and any provision of any existing confidentiality agreement or any standstill agreement to which it or any of its subsidiaries is a party (except to allow the person party to such provisions or agreement to privately propose an Acquisition Proposal to the Company and except that the Purchaser acknowledges that the automatic termination of the standstill provisions of such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 7.2(2)); provided that the foregoing shall not prevent the Board of Directors from considering and accepting any new Acquisition Proposal that is determined to be a Superior Proposal that might be made by any such person, provided that the remaining provisions of this Section 7.2 are complied with. (3) Notwithstanding Section 7.2(1), Section 7.2(2) and any other provision of this Agreement, if at any time following the date of this Agreement and prior to obtaining the approval of the Arrangement Resolution by the Shareholders at the Company Meeting, the Company receives a written Acquisition Proposal not resulting from a breach of this Section 7.2 that the Board of Directors determines in good faith, after consultation with its financial advisors and outside legal advisors, constitutes or could reasonably be expected to constitute a Superior Proposal, then the Company may, following compliance with Section 7.2(4): (a) furnish information with respect to the Company and its subsidiaries to the person making such Acquisition Proposal; and/or (b) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal; provided that the Company shall not, and shall not allow its Representatives to, disclose any non-public information to such person without having entered into a confidentiality and standstill agreement with such person that contains provisions that are no less favourable to the Company than those contained in the Confidentiality Agreement except that such agreement need not restrict the ability of such person to privately propose an Acquisition Proposal to the Company (a correct and complete copy of which confidentiality and standstill agreement shall be provided to the Purchaser before any such non-public information is provided), provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with the Company and may not restrict the Company or its subsidiaries from complying with this Section 7.2, and shall promptly notify Parent in writing of provide to the Purchaser any Acquisition Proposal material non-public information concerning the Company or its subsidiaries provided to such other person which was not previously provided to the Purchaser. (4) The Company shall promptly (and in any event less than within 24 hours following receipt) notify the receipt of such Acquisition Proposal), such notice to include Purchaser (at first orally and thereafter in writing) in the identity of any Person approaching such Stockholder with event it receives after the date hereof an Acquisition Proposal, and a copy of any such Acquisition Proposal (orincluding any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, where no such copy is availablebooks or records of the Company or its subsidiaries, in each case, in connection with a reasonably detailed description of such potential Acquisition Proposal), including any modifications thereto. Any violation the material terms and conditions thereof (including the identity of the person making the Acquisition Proposal), and shall regularly and promptly inform the Purchaser in writing as to the status of developments and negotiations with respect to such Acquisition Proposal, including any changes to the material terms or conditions, of such Acquisition Proposal. (5) Notwithstanding anything in this Agreement to the contrary, if at any time following the date of this Agreement and prior to obtaining the approval of the Arrangement Resolution by the Shareholders at the Company Meeting, the Company receives an Acquisition Proposal not resulting from a breach of this Section 7.2 that the Board of Directors concludes in good faith, after consultation with its financial and outside legal advisors, constitutes a Superior Proposal, the Board of Directors may, subject to compliance with the procedures set forth in Section 8.1(1)(d)(i), authorize the Company to terminate this Agreement and contemporaneously enter into a definitive agreement with respect to such Superior Proposal if the Board of Directors determines in good faith, after consultation with its outside legal advisors, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, if and only if: (a) it has provided the Purchaser with a copy of the Superior Proposal document, together with any financing documents supplied to the Company in connection therewith, and written confirmation from the Company that the Board of Directors has determined that the proposal constitutes a Superior Proposal; and (b) five business days (the “Matching Period”) shall have elapsed from the date that is the later of (i) the date the Purchaser received written notice advising the Purchaser that the Board of Directors has resolved, subject only to compliance with this Section 7.2, to terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal and (ii) the date the Purchaser has received all of the materials set forth in Section 7.2(5)(a), (it being understood that the Company shall promptly inform the Purchaser of any amendment to the financial or other material terms of such Superior Proposal during such period). (6) During the Matching Period, the Company agrees that the Purchaser shall have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors shall review any offer by the Purchaser to amend the terms of this Agreement in good faith in order to determine, in its discretion in the exercise of its fiduciary duties and in consultation with its financial and outside legal advisors, whether the Purchaser’s amended offer, upon acceptance by the Company would cause the Superior Proposal giving rise to the Matching Period to cease to be a Superior Proposal. If the Board of Directors so determines, the Company shall enter into an amended agreement with the Purchaser reflecting the Purchaser’s amended offer. If, after the expiry of the Matching Period, the Board of Directors continues to believe, in good faith, after consultation with its financial and outside legal advisors, that such Superior Proposal remains a Superior Proposal and therefore rejects the Purchaser’s amended offer, if any, or the Purchaser fails to enter into an agreement with the Company reflecting such amended offer, the Company and the Board of Directors may, subject to compliance with the other provisions hereof, effect a Change in Recommendation (other than of the type referred to in clause (D) of the definition thereof) and/or, subject to payment of the Termination Fee as set forth in Section 8.1(1)(d)(i), terminate this Agreement to enter into an agreement in respect of a Superior Proposal. (7) In the event that the Company provides the notice contemplated by Section 7.2(5)(b) on a date which is less than five business days prior to the Company Meeting, the Purchaser shall be entitled to require the Company to adjourn or postpone the Company Meeting to a date that is not more than seven business days after the date of such notice. (8) The Company acknowledges that each successive modification to any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement under Section 7.2(5)(b) and shall initiate a new five business day period. (9) Nothing contained in this Agreement, including Section 7.2(1), shall prohibit the Board of Directors from making a Change in Recommendation (other than of the type identified in clause (D) of the definition thereof) or from making any disclosure to any securityholders of the Company prior to the Effective Time, including for greater certainty disclosure of a Change in Recommendation, if, in the good faith judgment of the Board of Directors, after consultation with outside legal counsel, failure to take such action or make such disclosure would be a breach of the Board of Directors’ exercise of its fiduciary duties or such action or disclosure is otherwise required under applicable Law (including its obligations under Rules 14e-2 and 14d-9 under the 1934 Act with regard to an Acquisition Proposal and by responding to an Acquisition Proposal under a directors’ circular or otherwise as required under Securities Laws), provided that for greater certainty in the event of a Change of Recommendation and a termination by the Purchaser of this Agreement pursuant to Section 8.1(1)(c)(i), the Company shall pay the Termination Fee as required by Section 7.3(2). The Board of Directors may not make a Change in Recommendation pursuant to the preceding sentence unless the Company gives the Purchaser at least two business days prior written notice of its intention to make such Change in Recommendation; provided that, for greater certainty, the foregoing restrictions by limitation shall not apply in respect of any actions taken under Section 7.2(6) after the expiry of the Matching Period. In addition, nothing contained in this Agreement shall prevent the Company or the Board of Directors from calling and holding a Stockholder meeting of the Shareholders, or any of its Representatives shall be deemed them, requisitioned by the Shareholders, or any of them, in accordance with the CBCA or ordered to be held by a material breach of this Agreement by such Stockholdercourt in accordance with applicable Laws.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) Except as otherwise expressly provided in this Section 5.7, the Company shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Company or any of its Subsidiaries (collectively, the “Representatives”): (i) solicit, assist, initiate, solicit encourage or knowingly otherwise facilitate or encourage (including by way of providing informationfurnishing information or entering into any form of agreement, arrangement or understanding) the submission of any inquiries, proposals or 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 efforts action to facilitate any proposal that constitutes or attempts that constitute, or may would reasonably be expected to lead to, to any Acquisition Proposal or engage (it being understood that the Company may inform persons of the provisions contained in any discussions or negotiations with respect thereto, this Section 5.7); (iiiii) approve or recommend, or propose publicly propose to approve or recommend, any Acquisition Proposal, Proposal (iiiit 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) make any statement or proposal inconsistent with the Company Board Recommendation or 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 merger discussions, negotiations or agreements to waive, release, modify, amend or otherwise 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, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement arrangement or other similar Contract relating undertaking related to an any Acquisition Proposal or enter into any Contract or (other than a confidentiality agreement permitted by Section 5.7(d)(i)); or (vi) make a Company Change in principle requiring such Stockholder to abandonRecommendation. (b) The Company shall, terminate or breach and shall cause its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing solicitation, encouragement, discussion or negotiation with any Persons Person (other than Parent) conducted theretofore by such Stockholder 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. Each Stockholder 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 notify (and in any event within 24 hours of the receipt thereof) provide notice to Parent (at first orally and then in writing 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 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 (provided 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) the third party has first made an Acquisition Proposal that the Company Board determines, in good faith after consultation with its financial advisors and legal counsel, constitutes or would be reasonably likely to result in, a Superior Proposal; and (B) 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 or enter into any agreement, 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 the 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 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. (g) Each successive amendment to any Superior Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be 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 proposed amendments to the terms of the Agreement, it will promptly enter into an amended agreement with Parent reflecting such proposed amendments. (h) Company shall reaffirm its recommendation of the Arrangement by press release promptly and in any event less than 24 within 120 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition Proposal reasonable written request to do so by Parent (or, where no in the event that the Company Meeting to approve the Arrangement is scheduled to occur within such copy is available120 hour period, a reasonably detailed description prior to the scheduled date of such Company Meeting) in the event that: (i) any Acquisition Proposal), including any modifications thereto. Any violation of the foregoing restrictions by a Stockholder or any of its Representatives shall be deemed Proposal which is publicly announced is determined not to be a material 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 not be disclosed or used except in accordance with the 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 Agreement Section 5.7 by such Stockholderany of them. (k) Nothing in this agreement shall prevent the Company Board from complying with Section 2.17 of 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 Company;

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) On and after the date hereof, except as otherwise provided in this Agreement, the Company shall not, and shall cause each Company Subsidiary not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, indirectly through any Representative: (i) make, solicit, assist, initiate, solicit encourage or knowingly otherwise facilitate or encourage (including by way of providing furnishing non-public information) , permitting any visit to any facility or property of the submission of any inquiries, proposals or offers Company or any other efforts or attempts that constituteCompany Subsidiary, or may entering into any form of written or oral agreement, arrangement or understanding) any inquiry, proposal or offer regarding, or that could reasonably be expected to lead to, any Acquisition Proposal or (other than the Offer); (ii) engage in any discussions or negotiations regarding, or provide any information with respect theretoto, or otherwise co-operate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any person (iiother than the Offeror, the Offeror Affiliates and their Representatives) approve to make or recommendcomplete any Acquisition Proposal; (iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to the Offeror, the Board Approval; (iv) approve, recommend or remain neutral with respect to, or propose publicly to approve, recommend or remain neutral with respect to, any Acquisition Proposal (it being understood that, if the Company takes no public position with respect to an Acquisition Proposal within five Business Days following the public announcement of such Acquisition Proposal, the Company shall be deemed to have remained neutral with respect to such Acquisition Proposal for the purposes of this Section 6.1(a)(iv)); or (v) accept or enter into, or publicly propose to approve accept or recommendenter into, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreementarrangement or undertaking related to any Acquisition Proposal. (b) The Company shall (i) immediately cease, share exchange agreementand will instruct its Representatives to immediately cease, option agreement or other similar Contract relating to an Acquisition 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 cause to be terminated any existing solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore person (other than the Offeror, the Offeror Affiliates or their Representatives) by such Stockholder the Company or any of its Representatives with respect to any Acquisition Proposal or potential Acquisition Proposal, whether or not initiated by the Company or its Representatives, and (ii) immediately cease to provide any person (other than the Offeror, the Offeror Affiliates or their Representatives) with access to information concerning the Company, or any Company Subsidiary, Mineral Right or Property, with respect to any Acquisition Proposal or potential Acquisition Proposal, and request within five Business Days of the date of this Agreement the return or destruction of all non-public information provided to any person (other than the Offeror, the Offeror Affiliates or their Representatives) who entered into a confidentiality agreement with the Company in connection with any Acquisition Proposal or potential Acquisition Proposal and shall use all commercially reasonable efforts to ensure that such requests are honoured in accordance with the terms of such confidentiality agreements. Each Stockholder The Company shall promptly notify Parent immediately advise the Offeror orally and in writing of any Acquisition Proposal response or action (and in any event less than 24 hours following the receipt of such Acquisition Proposal)actual, such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposalanticipated, and a copy of contemplated or threatened) by any such Acquisition Proposal (orperson which could reasonably be expected to hinder, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation prevent or delay or otherwise adversely affect the completion of the foregoing restrictions by a Stockholder or any of its Representatives shall be deemed to be a material breach of this Agreement by such StockholderOffer.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not(a) [Intentionally omitted] (b) Subject to Section 7.4(c), and shall not authorize its representatives and agents (including its investment bankersfrom the date hereof until the Effective Time or, attorneys and accountants) (collectivelyif earlier, the termination of this Agreement in accordance with Article IX, none of the Company, its “Representatives”) toSubsidiaries or any of their respective Representatives shall, directly or indirectly, (i) initiate, solicit or knowingly facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, constitute or may reasonably be expected to lead to, any Company Acquisition Proposal or engage in any discussions or negotiations with respect theretothereto 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, any a Company Acquisition Proposal, (iii) make any statement Proposal or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, agreement or share exchange agreement, option agreement or other similar Contract agreement providing for or relating to an a Company Acquisition Proposal or enter into any Contract agreement or agreement in principle requiring such Stockholder the Company to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated herebyhereby or breach its obligations hereunder or propose or agree to do any of the foregoing. Each Stockholder Upon execution of this Agreement, the Company shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons Person conducted theretofore by such Stockholder the Company, any of its Subsidiaries or any of its their respective Representatives with respect to any Company Acquisition Proposal and cause to be returned or destroyed all confidential information provided or made available to such Person on behalf of the Company or any of its 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 waive any provision of any confidentiality agreement to which it is a party or terminate any such confidentiality agreement, and 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 time following the date of this Agreement and prior to obtaining the Requisite Stockholder Vote, (i) the Company has received a written Company Acquisition Proposal from a third party that 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) 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 its independent financial advisors and outside counsel, that such Company Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, then the Company may (A) furnish information with respect 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; provided, that the Company (x) will not, and will not allow Company Representatives to, disclose any non-public information to such Person without entering into an Acceptable Confidentiality Agreement, and (y) will promptly provide to Parent any non-public information concerning the Company or its Subsidiaries provided to such other Person which was not previously provided to Parent. Each Stockholder After the date hereof, the Company shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours within two Business Days) notify Parent in the 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 receipt 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 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, which notice shall include a written summary of the material terms and conditions of such Acquisition Proposal), such notice to include Superior Proposal (including the identity of any Person approaching the party making such Stockholder with an Acquisition 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 Superior 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 Acquisition Proposal new written notice. (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including e) The Company agrees that any modifications thereto. Any violation violations of the foregoing restrictions set forth in this Section 7.4 by a Stockholder any Representative of the Company or any of its Representatives Subsidiaries, shall be deemed to be a material breach of this Agreement Section 7.4 by such Stockholderthe Company. (f) As used in this Agreement, the term:

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not(a) At no time between the Separation Date and the one-year anniversary of such date (i.e., and shall not authorize its representatives and agents (including its investment bankersSeptember 12, attorneys and accountants2013) (collectively, its the “RepresentativesRestrictive Period”) toshall Executive, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity, compete with the Business (as hereinafter defined) in any of the following described manners: (i) initiateEngage in, solicit assist or knowingly facilitate have any interest in, as principal, consultant, advisor, agent, financier or encourage (including by way of providing information) the submission of employee, any inquiries, proposals or offers or any other efforts or attempts that constitutebusiness entity which is, or may reasonably be expected which is about to lead tobecome engaged in, providing goods or services in competition with the Company, its parent, subsidiaries and affiliates (collectively, the “Addus HealthCare Group”) within a geographic radius of thirty (30) miles from any Acquisition Proposal or engage in any discussions or negotiations with respect thereto, Addus HealthCare Group branch office; (ii) approve Solicit or recommend, accept any business (or publicly propose to approve help any other person solicit or recommend, accept any Acquisition Proposal, business) from any person or entity that has been a customer of the Addus HealthCare Group at any time during Executive’s employment with the Company; (iii) make Induce or attempt to induce any statement or proposal inconsistent employee of the Addus HealthCare Group to terminate such employee’s relationship with the Company Board Recommendation Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or, (iv) enter into Induce or attempt to induce any merger agreementcustomer, letter of intentreferral source, agreement in principlesupplier, share purchase agreementvendor, asset purchase agreement, share exchange agreement, option agreement licensee or other similar Contract relating business relation of the Addus HealthCare Group to an Acquisition Proposal cease doing business with the Addus HealthCare Group, or enter into in any Contract way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or agreement business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For the purposes hereof, the term “Business” shall mean the business of providing home care services of the type and nature that the Addus HealthCare Group then performs, and/or any other business activity in principle requiring such Stockholder to abandonwhich the Addus HealthCare Group is then engaged, terminate and/or any program or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause service under active development proposed to be terminated performed, and/or any solicitationbusiness activity engaged in by the Addus HealthCare Group at any time during the period of Executive’s employment with the Company. Notwithstanding the foregoing provisions, encouragementnothing herein shall prohibit Executive from owning 1% or less of any securities of a competitor, discussion if such securities are listed on a nationally recognized securities exchange or negotiation with any Persons conducted theretofore traded over-the-counter. If, at the time of enforcement of this Section 9(b), a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum period, scope or geographic area reasonable under such circumstances shall be substituted for the stated period, scope or area determined to be reasonable under the circumstances by such Stockholder or any court. (b) If, at the time of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing enforcement of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition Proposal (or, where no such copy is availablethis Paragraph 7, a reasonably detailed description of court or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Parties agree that the maximum period, scope or geographic area reasonable under such Acquisition Proposal), including any modifications thereto. Any violation of the foregoing restrictions by a Stockholder or any of its Representatives circumstances shall be deemed substituted for the stated period, scope or area determined to be a material breach of this Agreement reasonable under the circumstances by such Stockholdercourt or arbitrator.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall notPrior to the Effective Date, and (a) the Company shall not authorize knowingly permit any of its officers, directors, employees, agents or representatives and agents (including its including, without limitation, any investment bankersbanker, attorneys and accountantsattorney or accountant retained by it) (collectively, its “Representatives”) toto solicit or encourage, directly or indirectly, (i) initiate, solicit or knowingly facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals any proposal or offers or any other efforts or attempts that constitute, or may reasonably be expected offer with respect to lead to, any Acquisition Proposal Transaction (defined below) (any such proposal being referred to in the Agreement as an “Acquisition Proposal”) or engage in any discussions or negotiations with respect thereto, (ii) approve or recommend, or publicly propose to approve or recommend, any concerning an Acquisition Proposal, ; and (iiib) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 it will immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation existing negotiations with any Persons conducted theretofore by such Stockholder or any of its Representatives parties with respect to any of the foregoing; provided, that nothing contained in the agreement shall prevent the Company or its board of directors from (A) complying with Rule 14e-2 promulgated by the SEC with regard to an Acquisition Proposal; or (B) providing information to or engaging in any negotiations or discussions with any person or entity who has made an unsolicited bona fide Acquisition Proposal that involves an Acquisition Transaction that the Company’s board of directors in good faith determines, after consultation with its legal counsel and financial advisors, represents a superior transaction for the shareholders of the Company when compared to the Merger, if and only to the extent that the Company’s board of directors reasonably determines, after consultation with, and taking into account the advice of, outside legal counsel, that the failure to do so would be inconsistent with its fiduciary obligations. Each Stockholder shall The Company will promptly notify Parent in writing EZCORP if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to EZCORP the terms of any Acquisition Proposal (proposal or inquiry and in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching the party making such Stockholder with an Acquisition Proposal, and a copy proposal or inquiry which it may receive in respect of any such transaction. In this Agreement, “Acquisition Proposal (orTransaction” means any tender offer or exchange offer, where no such copy is availableany merger, consolidation, liquidation, dissolution, recapitalization, reorganization or other business combination, any acquisition, sale or other disposition of all or a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation substantial portion of the foregoing restrictions by a Stockholder assets or the Company or any of similar transaction involving the Company, its Representatives shall be deemed to be a material breach of this Agreement securities or any significant subsidiary as defined under Rule 405 promulgated by such Stockholderthe SEC.

Non-Solicitation. Each Stockholder hereby agrees (1) From the date hereof until the date that Stockholder shall notthis Agreement is terminated pursuant to Article 7, and shall not authorize its representatives and agents (including its investment bankersexcept as expressly provided in this Article 5, attorneys and accountants) (collectively, its “Representatives”) toneither Party shall, directly or indirectly, do or authorize or permit any of its Representatives to do, any of the following: (ia) initiatesolicit, solicit initiate or knowingly encourage or otherwise facilitate or encourage (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of a Party or any Subsidiary) the submission any Acquisition Proposal in respect of such Party or any inquiries, proposals or offers relating to any Acquisition Proposal or any other efforts or attempts that constitute, or may could reasonably be expected to lead to, any to an Acquisition Proposal in respect of such Party; (b) enter into, engage in, continue or engage otherwise participate in any discussions or negotiations with any person (other than the other Party hereto) regarding any Acquisition Proposal in respect theretoof such Party or any inquiries, proposals or offers relating to any Acquisition Proposal or that could reasonably be expected to constitute or lead to an Acquisition Proposal in respect of such Party; (iic) approve make a Change in Recommendation; (d) accept, approve, endorse or recommend, execute or enter into, or publicly propose to approve accept, approve, execute or recommendenter into, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreementarrangement, share exchange agreementoffer or understanding in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement contemplated under Section 5.3(1)). (2) Each Party shall, option agreement and shall cause its Representatives to, immediately cease and terminate, and cause to be terminated, any existing solicitation, encouragement, discussion, negotiation, or other similar Contract activities commenced prior to the date of this Agreement with any person (other than the other Party hereto) 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 (b) within two Business Days of the date of this Agreement request and exercise all rights it has under any confidentiality agreement at the date of this Agreement related to any Acquisition Proposal, including an Acquisition Proposal made prior to the date hereof (i) the 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 enter into any Contract inquiry, proposal or agreement in principle requiring 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 Stockholder to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by confidential information regarding such Stockholder Party or any of its Representatives with respect to any Acquisition Proposal. Subsidiaries. (3) Each Stockholder shall promptly notify Parent in writing Party represents that it has not as of any Acquisition Proposal (the date of this Agreement and in the 12 months prior to the date of this Agreement, waived any event less than 24 hours following the receipt of confidentiality, standstill, non-disclosure, non-solicitation or similar agreement or restriction to which such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 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 consent of the other Party (which may be withheld or delayed in the other Party’s sole and absolute discretion), release any Person from, or waive, amend, suspend or 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 agreement, restriction or covenant in accordance with their terms will not be a violation of this Section 5.1(3). (4) Each Party shall advise its Representatives shall be of the 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 material breach of this Agreement Article 5 by such StockholderParty.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) On and after the date hereof until the date upon which this Agreement is terminated, and except as otherwise expressly provided in this Section 7.1, Target shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, or through any of its Representatives, and shall cause its subsidiaries and their Representatives not to: (i) solicit, initiate, solicit encourage or knowingly facilitate or encourage (including by way of providing informationfurnishing information or entering into any form of agreement, arrangement or understanding) the submission of any inquiries, inquiries or proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any whatsoever which would constitute an Acquisition Proposal or engage Proposal; (ii) participate in any discussions or negotiations with respect theretoany Person (other than Acquiror, any of its affiliates or its or their Representatives) regarding an Acquisition Proposal; (iiiii) approve approve, accept, endorse or recommend, or propose publicly propose to approve accept, approve, endorse or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or ; (iv) accept or enter into or publicly propose to accept or enter into, any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement understanding or arrangement or other similar Contract relating contract in respect of an Acquisition Proposal; or (v) make a Change in Recommendation, unless (A) it does not relate to an Acquisition Proposal or enter into any Contract or agreement and (B) in principle requiring 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 Stockholder to abandondirectors under applicable Law. (b) Except as otherwise provided in this Section 7.1, terminate or breach Target shall, and shall cause its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall subsidiaries and its and their Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons (other than Acquiror and its Representatives) conducted theretofore heretofore by such Stockholder Target, its subsidiaries or any of its or their Representatives with respect to any potential Acquisition ProposalProposal 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 Person. Each Stockholder Target agrees that, except as permitted by Section 7.1(c), neither it nor any of its subsidiaries shall promptly notify Parent in writing 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(c)) 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 be 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 7.1(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 be 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 event less than 24 hours following material terms thereof and the receipt conditions thereto and likelihood of consummation so as to determine whether such proposal is, or is reasonably likely to be, a Superior Proposal; and (ii) if, 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 Acquisition Proposal constitutes or, if consummated in accordance with its terms (disregarding, for the purposes of any such determination, any term of such Acquisition ProposalProposal that provides for a due diligence investigation), would be a Superior Proposal, then, and only in such notice case, Target may: (A) furnish information with respect to include Target and its subsidiaries to the identity Person making such Acquisition Proposal for a period of not more than 21 days; and/or (B) participate in discussions or negotiations with, the Person making such Acquisition Proposal; and/or (C) waive any Person approaching standstill provision or agreement that would otherwise prohibit such Stockholder with person from making an Acquisition Proposal, provided that Target shall not, and shall not allow its Representatives to, disclose any non-public information with respect to Target to such Person (i) if such non-public information has not been previously provided to, or 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 such situations and which is no less favourable to Target and no more favourable to the counterparty than the confidentiality and standstill provisions contained in the Confidentiality Agreement; and (iii) without providing a copy of any such Acquisition 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 confidentiality agreement to be a material breach of this Agreement by such StockholderAcquiror.

Non-Solicitation. (a) Each Stockholder hereby agrees of the Acquiror and the Corporation agree that Stockholder shall notduring the period from the date hereof until the earlier of the Closing Date and the Termination Date, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, it: (i) initiate, solicit or knowingly facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect thereto, (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 cause to be terminated any solicitationexisting discussions or negotiations or other proceedings initiated prior to the date hereof by it, encouragementor its respective Representatives with respect to all Acquisition Proposals; shall not amend, discussion modify, waive, release or negotiation with otherwise forebear in the enforcement of, and shall use all commercially reasonable efforts to enforce, any Persons conducted theretofore 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 its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise); (ii) shall not directly or indirectly, through any Representative, solicit, initiate or knowingly encourage (including by way of furnishing information), or cause or facilitate anyone else to solicit, initiate or knowingly encourage, any Acquisition Proposal, or any inquiries or the making of any proposal that constitutes or may reasonably be expected to 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 Stockholder Acquisition Proposal; (iii) shall not provide information concerning its securities, assets or business to any Person for or in 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 with receives any indications of interest, requests for information or offers in respect to of any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing ; and (ii) provide full details to the Corporation of the terms of any Acquisition Proposal such indication, request or offers, subject to any contractual obligations of confidentiality; and (and in any event less than 24 hours following the receipt of such Acquisition Proposal)v) shall not accept, such notice recommend, approve or enter into or propose to include the identity of any Person approaching such Stockholder with publicly accept, recommend, approve or enter into an agreement to implement an Acquisition Proposal, and a copy of any such Acquisition 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 breach of this Agreement by such Stockholder.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall not, and shall not authorize or permit any of its representatives Subsidiaries to (and agents (including shall not authorize or permit any Representatives of the Company or any of its investment bankers, attorneys and accountants) (collectively, its “Representatives”) Subsidiaries to), directly or indirectly, : (i) solicit, initiate, solicit or knowingly encourage, knowingly facilitate or encourage (including by way knowingly induce the making, submission or announcement of providing information) an Acquisition Proposal or the submission making of any inquiriesinquiry, proposals offer or offers or any other efforts or attempts proposal that constitute, or may would reasonably be expected to lead to, to any Acquisition Proposal or Acquisition Transaction; or (ii) furnish to any Third Party any non-public information relating to the Company or any of its Subsidiaries, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Third Party, in each case in connection with an Acquisition Proposal or Acquisition Transaction, or take any other action intended to assist or facilitate the making of any Acquisition Proposal or any inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction; or (iii) participate or engage in any discussions or negotiations with respect thereto, (ii) approve any Third Party regarding an Acquisition Proposal or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or Transaction; or (iv) terminate, amend or waive or fail to enforce any rights under any “standstill” or other similar Contract between it or any of its Subsidiaries and any Third Party; or (v) waive the applicability of Section 203 of the DGCL or any other Takeover Statute, or any portion thereof, to any Third Party; or (vi) approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction; or (vii) except for an Acceptable Confidentiality Agreement contemplated by Section 6.2(b), execute or enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement memorandum of understanding or other similar Contract contemplating or otherwise relating to an Acquisition Proposal or enter into Acquisition Transaction; or (viii) propose publicly or agree to any Contract of the foregoing with respect to an Acquisition Proposal or agreement Acquisition Transaction. (b) Notwithstanding the foregoing provisions of Section 6.2(a), at any time prior to obtaining the Requisite Stockholder Approval, the Company Board may, directly or indirectly through any Representative, (x) engage or participate in principle requiring such Stockholder to abandon, terminate discussions or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation negotiations with any Persons conducted theretofore by such Stockholder Third Party (and its Representatives) that has made a written Acquisition Proposal after the date of this Agreement and that the Company Board determines in good faith (after consultation with its financial advisor and its outside legal counsel) either constitutes or is reasonably likely to lead to a Superior Proposal, and/or (y) furnish any non-public information relating to the Company or any of its Representatives with respect Subsidiaries to any Third Party (and its Representatives) that has made a written Acquisition Proposal after the date of this Agreement and that the Company Board determines in good faith (after consultation with its financial advisor and its outside legal counsel) either constitutes or is reasonably likely to lead to a Superior Proposal. Each Stockholder , provided that, in the case of any action taken pursuant to the foregoing clauses (x) or (y): (i) such Acquisition Proposal did not result from or arise out of a breach of any provisions of Section 6.2(a), and the Person from whom such party received such Acquisition Proposal has not made any other Acquisition Proposals (either alone or together with one or more other Persons) that resulted from or arose out of a breach of any provisions of Section 6.2(a); (ii) the Company Board has determined in good faith (after consultation with its financial advisor and its outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties; (iii) the Company shall promptly notify give Parent in writing written notice of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any such Person approaching such Stockholder with an Acquisition Proposal, and a copy the material terms and conditions of any such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of unless such Acquisition ProposalProposal is in written form, in which case the Company shall give Parent a copy of all written materials comprising or relating thereto) and of the Company’s intention to engage or participate in discussions or negotiations with, or furnish non-public information to, such Person pursuant to this Section 6.2(b); (iv) either the Company is already a party to an Acceptable Confidentiality Agreement with such Third Party or the Company enters into an Acceptable Confidentiality Agreement with such Third Party; and (v) contemporaneously with furnishing any non-public information to such Third Party (and/or its Representatives), including the Company furnishes or makes available such non-public information to Parent (to the extent such information has not been previously furnished to Parent). (c) The Company hereby acknowledges and agrees that any modifications thereto. Any violation of the foregoing restrictions set forth in this Section 6.2 by a Stockholder any Subsidiary of the Company or any Representative of the Company or any of its Representatives Subsidiaries shall be deemed to be a material breach of this Agreement Section 6.2 by such Stockholderthe Company.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall notDuring the term of this Agreement, Company shall, and shall cause its Representatives: (i) not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, (ia) initiatesolicit, solicit initiate or knowingly facilitate encourage, or encourage (including by way of providing information) take any action to facilitate, any Takeover Proposal or any inquiries reasonably likely to result in the submission making of any inquiries, proposals or offers or any other efforts or attempts that constituteTakeover Proposal, or may reasonably be expected to lead to(b) enter into, any Acquisition Proposal continue or engage otherwise participate in any discussions or negotiations with a third party regarding, or furnish to any third party any information, or take any other action to facilitate any inquiries with respect theretoto, or otherwise cooperate in any way with, any Takeover Proposal; (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 cause to be terminated any solicitation, encouragement, discussion all discussions or negotiation negotiations with any Persons person conducted theretofore by such Stockholder or any of its Representatives heretofore with respect to any Acquisition proposal that constitutes or would reasonably be expected to lead to a Takeover Proposal. Each Stockholder shall promptly , 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) to immediately notify Parent in writing Offeror of the receipt by the Company and/or its Representatives, from the date of execution hereof, of each and any Takeover Proposal or of any Acquisition 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 less than 24 hours following the receipt within two Business Days of such Acquisition Proposal), such notice receipt or contact; provided that the Company shall have the right to include notify the identity person making the Takeover Proposal of any Person approaching such Stockholder with an Acquisition Proposal, the provisions of Sections 3.4(i) and a copy (ii) above; (iv) to keep Offeror informed of the status of any such Acquisition Takeover Proposal or contact, and to promptly advise Offeror of any amendment to a Takeover Proposal; and (v) not to accept, approve, recommend or enter into any agreement, in respect of a Takeover Proposal (or, where no and shall not make nor allow any public communication about such copy is available, a reasonably detailed description of such Acquisition Takeover Proposal), including any modifications thereto. Any violation of the foregoing restrictions by a Stockholder or any of ; (a) Company and its Representatives shall have the right to, after filing of such Competing Offer with the AMF, negotiate with and provide information to the person having filed the Competing Offer (provided that all information which is provided to the third party shall simultaneously be deemed provided to Offeror); and (b) during the Response Period, Offeror shall have the right, but not the obligation, to offer to amend the terms of the Offer and in such case Company shall, and shall cause its advisors to, negotiate in good faith with Offeror to make such adjustments to the terms and conditions of the Offer as would enable Company to recommend and proceed with the Offer as amended, rather than the Competing Offer; if AMF determines that the Competing Offer is not a Superior Proposal, the Company Board will promptly reaffirm that the Offer is in the best interests of the Company, its employees and 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 a material breach 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 this Agreement by such Stockholderthe Company, its employees and its shareholders and shall recommend that holders of Company Shares accept the Revised Offer instead of the Superior Proposal.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) Normandy shall not, and nor shall not authorize it permit any of its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) subsidiaries to, directly nor shall it authorise or indirectlypermit any officer, director or employee of, or require any investment banker, attorney or other advisor, agent or representative of Normandy or any of its subsidiaries to: (i) initiatedirectly or indirectly solicit, solicit or knowingly facilitate initiate or encourage the making of (including by way of providing furnishing non-public information) any inquiries or proposals regarding any Competing Takeover Proposal; or (ii) accept or enter into any agreement, arrangement or understanding with respect to any Competing Takeover Proposal or directly or indirectly participate in any discussions or negotiations regarding or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the submission making of any inquiries, proposals or offers or any other efforts or attempts proposal that constituteconstitutes, or may reasonably be expected to lead to, a Competing Takeover Proposal; or (iii) approve or recommend any Acquisition Proposal or engage in any discussions or negotiations with respect thereto, Competing Takeover Proposal. (b) Paragraphs (a) (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, and (iii) make do not restrict Normandy or the Normandy Board from taking or refusing to take any statement action with respect to a BONA FIDE Competing Takeover Proposal provided that the Normandy Board has determined in good faith and acting reasonably after consultation with its financial advisors and outside legal counsel, that such BONA FIDE Competing Takeover Proposal, that was not solicited, initiated or proposal inconsistent with the Company Board Recommendation encouraged by Normandy in contravention of clause 3(a)(i) and did not otherwise result from a breach or deemed breach of paragraph (a)(i) or (ivii), is a Superior Takeover Proposal. (c) enter into any merger agreement, letter Normandy shall upon the execution of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 this Deed: (i) immediately cease and cause to be terminated any solicitationexisting discussions or negotiations, encouragementdirectly or indirectly, discussion or negotiation with any Persons conducted theretofore person with respect to (i) any Competing Takeover Proposal, or (ii) any transaction (which, for greater certainty, includes any Competing Takeover Proposal) that may adversely affect or reduce the likelihood of the successful completion of the Newmont Takeover Bid; and (ii) not, directly or indirectly, waive or vary any terms or conditions of any confidentiality or standstill agreement that it has, as of the date hereof, entered into with any person considering a Competing Takeover Proposal and shall immediately request the return (or the deletion from retrieval systems and data bases or the destruction) of all information. (d) The obligations of Normandy under paragraphs (a)(ii) and (iii) and (c) do not restrict Normandy or the Normandy Board from taking or failing to take any action where to do so would, in the determination of the Normandy Board, made in good faith and acting reasonably after consultation with its financial advisors and outside legal advisors, constitute or would be likely to constitute a breach of a fiduciary or statutory duty or obligation imposed on the members of the Normandy Board. (e) Normandy has no obligation under clause 3 in any of the following circumstances: (i) Newmont has not by 1 January 2002 (or such Stockholder extended time as may be permitted by the Corporations Act or the Australian Securities and Investments Commission) served on Normandy a Bidder's Statement relating to the Bid; (ii) offers pursuant to Newmont's Bid are not dispatched to Normandy shareholders on or before 16 January 2002 (or such extended time as may be permitted by the Corporations Act or the Australian Securities and Investments Commission); (iii) Newmont withdraws its Bid, after the Bid is made; or (iv) Newmont's Bid closes, unless the circumstances in (i) or (ii) arise because the certificate contemplated by clause 6.8 has not been provided by Normandy. (f) Without limiting the foregoing, it is understood that any breach of the restrictions in paragraph (a) or (c) by any officer or director of Normandy or any of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal)subsidiaries or investment bankers, such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 attorneys or any of its Representatives other advisors or representatives shall be deemed to be a material breach by Normandy of this Agreement by such Stockholderparagraph (a) or (c).

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not(a) Subject to Section 6.4(b), from and shall not authorize its representatives and agents (including its investment bankersafter the date hereof until the Effective Time or, attorneys and accountants) (collectivelyif earlier, the termination of this Agreement in accordance with Article VIII, none of the Company, its Subsidiaries or any of their respective directors, officers, employees, consultants, agents, advisors, Affiliates and other representatives (“Representatives”) toshall, directly or indirectly, : (i) initiate, solicit or solicit, propose, knowingly encourage, knowingly facilitate or encourage knowingly assist (including by way of providing informationor making available information or providing access to its properties, books, records or personnel) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any an Acquisition Proposal or continue or engage in any discussions or negotiations with respect theretothereto or otherwise knowingly cooperate with or knowingly assist or participate in, or knowingly facilitate any such inquiries, proposals, discussions or negotiations, or furnish or disclose to any Person (other than Purchaser, Parent and their respective Representatives) any information in connection therewith; (ii) approve or recommend, or publicly propose to approve or recommend, any an Acquisition Proposal, (iii) make any statement Proposal or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, amalgamation agreement, arrangement agreement, plan of arrangement, letter of intent, term sheet, agreement in principle, share purchase agreement, asset purchase agreement, agreement or share exchange agreement, option agreement or other similar Contract agreement providing for or relating to an Acquisition Proposal or enter into any Contract or agreement in principle requiring such Stockholder to abandonProposal, terminate or breach its obligations hereunder or (iii) fail to consummate enforce or grant any waiver or release under any confidentiality, standstill or similar agreement with respect to any class of securities of the transactions contemplated herebyCompany or any of its Subsidiaries; or (iv) authorize or commit to do any of the foregoing. Each Stockholder Subject to Section 6.4(b), the Company, its Subsidiaries and their respective Representatives shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore heretofore by such Stockholder the Company, its Subsidiaries or any of its Representatives with respect to any potential Acquisition Proposals and, if not already so requested, request the prompt return, destruction or erasure of all confidential information previously furnished to any Persons or their Representatives during any solicitation, encouragement, discussion or negotiation that occurred at any time during the period commencing six (6) months prior to the date of this Agreement and ending on such date. (b) Notwithstanding any other provision of this Agreement or any standstill agreement or similarly restrictive agreement between the Company and any other Person, but subject to Section 6.4(c), if at any time following the date hereof and prior to obtaining the Requisite Vote, (i) the Company receives a bona fide written Acquisition Proposal from a third party not solicited or obtained in violation of Section 6.4(a) and (ii) the Board determines in good faith (after consultation with outside counsel and financial advisors) that (x) such Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal and (y) that the failure to furnish information or enter into discussions or negotiations with such Person pursuant to this Section 6.4(b) would be inconsistent with its fiduciary duties under applicable Law, then, prior to obtaining the Requisite Vote, the Company may (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal. Each Stockholder shall ; provided, that (x) the Company and its Representatives will not disclose any non-public information to such Person without entering into an Acceptable Confidentiality Agreement, and (y) the Company will promptly notify Parent in writing of any Acquisition Proposal (and in any event less within twenty-four (24) hours) provide or make available to Purchaser any non-public information concerning the Company or its Subsidiaries, and access to any Company Employees, customers, partners and other third parties with whom the Company or its Subsidiaries has a relationship, provided to such other Person which was not previously provided to Purchaser. (c) The Company shall promptly (and in any event within twenty-four (24) hours) notify Purchaser in the event that the Company, its Subsidiaries or any of its or their respective Representatives receives (i) an Acquisition Proposal from a Person or group of related Persons; (ii) any request by a Person or group of related Persons for information relating to any potential Acquisition Proposal; or (iii) any inquiry or request for discussions or negotiations regarding any Acquisition Proposal by a Person or a group of related Persons. Any such notice required by the preceding sentence shall include the identity of the Person or group of Persons making such proposal, request or inquiry and the material terms and conditions thereof (and shall include a copy of any written proposal, inquiry or request). The Company shall keep Purchaser informed on a prompt and current basis (and in any event within twenty-four (24) hours) as to the status and any material developments, modifications, discussions and negotiations concerning the matters referred to in the two preceding sentences that the Company is required to notify Purchaser in respect of, including the material terms and conditions thereof (and shall include a copy of any written modification or other material documentation relating thereto) and, upon the request of Purchaser, the Company shall reasonably inform Purchaser of the status thereof. Without limiting the foregoing, the Company shall notify Purchaser promptly (and in any event within twenty-four (24) hours) upon providing or making available information or engaging in negotiations concerning an Acquisition Proposal from a Person or group of related Persons pursuant to Section 6.4(b). Notwithstanding anything to the contrary contained in this Section 6.4, the Company and its Representatives shall provide confidential information only in compliance with the requirements of Section 6.4(b) and this Section 6.4(c) and the Company and its Subsidiaries shall not be party to any agreement that prohibits the Company from providing or making available to Purchaser any information or access provided or made available to any other Person pursuant to an Acceptable Confidentiality Agreement or otherwise complying with this Section 6.4. (d) Neither the Board nor any committee thereof shall directly or indirectly (i) modify or qualify in a manner adverse to Purchaser or withdraw, or publicly propose to modify or qualify in a manner adverse to Purchaser or withdraw, the Recommendation, (ii) approve or make any recommendation to the Company Shareholders in connection with any tender offer, take-over bid or other Acquisition Proposal (other than 24 hours following the receipt of a recommendation against such offer, bid or Acquisition Proposal), such notice (iii) fail to include the identity Recommendation in the Company Proxy Statement or otherwise take any other action in connection with the Company Meeting or make any other public statement inconsistent with such Recommendation, (iv) except in the case of a tender offer or exchange offer subject to Regulation 14D under the Exchange Act (which is covered by the succeeding clause (v)) or a take-over bid or insider bid (which is covered by the succeeding clause (vi)), fail to publicly reaffirm its recommendation of this Agreement within five (5) Business Days after Purchaser so reasonably requests in writing (or within such fewer number of days as remains prior to the day that is two (2) Business Days before the Company Meeting), (v) in the case of a tender offer or exchange offer subject to Regulation 14D under the Exchange Act, fail to recommend, in a solicitation/recommendation Statement on Schedule 14D-9, rejection of such tender offer or exchange offer within ten (10) Business Days of the commencement of such tender offer or exchange offer, or (vi) in the case of a take-over bid or insider bid subject to National Instrument 62-104 - Take-Over Bids and Issuer Bids of the Canadian Securities Administrators, fail to recommend, in a directors’ circular, rejection of such take-over bid or insider bid within fifteen (15) days of the date of such take-over bid or insider bid (any Person approaching such Stockholder with of the actions referred to in the foregoing clauses (i) through (vi) taken by the Board or a committee thereof, a “Recommendation Withdrawal”); provided, that at any time prior to obtaining the Requisite Vote, if (A) the Company receives an Acquisition Proposal which the Board concludes in good faith (after consultation with its outside counsel and financial advisors) constitutes a Superior Proposal and (B) the Board determines in good faith (after consultation with outside counsel) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Board may (x) make a Recommendation Withdrawal or (y) terminate this Agreement pursuant to Section 8.1(c)(ii) in order to enter into a definitive agreement with respect to such Superior Proposal; provided, however, the Company shall not terminate this Agreement pursuant to Section 8.1(c)(ii) and any purported termination pursuant to Section 8.1(c)(ii) shall be void and of no force or effect, unless the Company has complied with this Section 6.4 (other than with respect to any breach that is de minimis) and concurrently with such termination the Company pays to Purchaser the Termination Fee payable pursuant to Section 8.2(a) and substantially concurrently enters into a definitive agreement providing for such Superior Proposal; and provided, further, that the Board may not effect a Recommendation Withdrawal pursuant to this Section 6.4(d) or terminate this Agreement pursuant to Section 8.1(c)(ii) unless: (i) the Company has complied with this Section 6.4 (other than with respect to any breach that is de minimis); (ii) the Company shall have provided prior written notice to Purchaser, at least four (4) Business Days in advance (the “Notice Period”), of its intention to effect a Recommendation Withdrawal or terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, which notice shall specify the material terms and a copy conditions of any such Superior Proposal (notwithstanding anything herein to the contrary, including the identity of the Person or group of Persons making such Superior Proposal) and include all relevant transaction documents; (iii) during the Notice Period (or such shorter period as is specified in Section 6.4(e) below), the Board and its Representatives have negotiated in good faith with Purchaser (to the extent Purchaser desires to negotiate) regarding any revisions to the terms of this Agreement that may, at Purchaser’s sole discretion, be proposed by Purchaser in response to such Superior Proposal; and (iv) at the end of the Notice Period (or such shorter period as is specified in Section 6.4(e) below), the Board (A) concludes in good faith (after consultation with its outside counsel and financial advisors) taking into account any adjustment or modification of the terms of this Agreement proposed by Purchaser that is capable of acceptance, that the Acquisition Proposal continues to be a Superior Proposal and (orB) concludes in good faith (after consultation with outside counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law. (e) In the event of any material revisions to the Superior Proposal, where no the Company shall be required to deliver a new written notice to Purchaser and to comply with the requirements of Section 6.4(d) with respect to such copy is availablenew written notice, except that the Notice Period shall be reduced to two (2) Business Days. (f) The Company agrees that it shall not, and shall cause its Subsidiaries not to, enter into any confidentiality or other agreement subsequent to the date hereof which prohibits the Company from complying with this Section 6.4. (g) Nothing contained in this Section 6.4 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing a reasonably detailed description position as required by Rules 14d-9 and 14e-2(a) under the Exchange Act or similar Laws under Canadian Securities Laws or (ii) making any disclosure to the Company Shareholders if, in the good faith judgment of such Acquisition Proposalthe Board (after consultation with outside counsel), including the failure to make such disclosure would be inconsistent with its fiduciary duties under applicable Law; provided, however, that, notwithstanding the foregoing, nothing in this Section 6.4(g) shall be deemed to permit a Recommendation Withdrawal to be made without complying with Section 6.4(d). (h) Any breach by any modifications thereto. Any violation Subsidiaries of the foregoing restrictions by a Stockholder Company, or any directors, officers, employees, Affiliates of the Company or any of its Subsidiaries, of this Section 6.4, or any failure by the Company to use reasonable best efforts to prevent its Representatives from any breach of this Section 6.4, shall be deemed to be a material breach by the Company of this Agreement by such StockholderSection 6.4.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not(a) Except as expressly provided in this Article 7, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) toneither US Gold nor Minera Andes nor their respective Subsidiaries shall, directly or indirectly, through any officer, director, employee, investment banker, representative or agent of such Party or its Subsidiaries, or otherwise: (i) solicit, assist, initiate, solicit induce, knowingly encourage or knowingly otherwise facilitate or encourage (including by way of providing informationfurnishing information or entering into any form of agreement, arrangement or understanding) the submission of any inquiries, proposals or offers or any other efforts or attempts that constituterelating to, or may that would reasonably be expected to lead to, any Acquisition Proposal Proposal, (ii) engage in, continue or engage otherwise participate in any discussions or negotiations with respect thereto, (ii) approve or recommendany Person regarding, or publicly propose that would reasonably be expected to approve or recommendlead to, any Acquisition Proposal, (iii) furnish to any Person any information with respect to, or otherwise co-operate in any way with, or assist or participate in, facilitate or knowingly encourage, any effort or attempt by any other Person to make any statement an Acquisition Proposal, or proposal inconsistent with the Company Board Recommendation or that would reasonably be expected to lead to an Acquisition Proposal, (iv) approve, accept, endorse or recommend, or propose publicly to accept, approve, endorse or recommend any Acquisition Proposal, (v) accept or enter into or publicly propose to accept or enter into, any merger agreement, letter of intent, agreement (including a confidentiality or standstill agreement), understanding or arrangement, oral or written, in principlerespect of, share purchase agreementthat is intended to result in, asset purchase agreementor would reasonably be expected to lead to an Acquisition Proposal, share exchange agreementor (vi) make a Minera Andes Board Change in Recommendation or a US Gold Board Change in Recommendation, option as applicable. (b) Nothing contained in Section 7.1(a) or in any other provision of this Agreement shall prevent the Target Party, prior to obtaining the requisite approval of the Arrangement Resolution, in the case of Minera Andes, or the US Gold Resolution, in the case of US Gold, and subject to compliance with the other provisions of this Article 7 (i) from engaging in discussions or negotiations with, or responding to enquiries from any Person that has made a bona fide, written Acquisition Proposal (which did not result from a breach of this Section 7.1) that the Target Party Board of Directors has determined in good faith constitutes or could reasonably be expected to result in a Superior Proposal, or providing information pursuant to Section 7.1(e) to any Person where the requirements of that Section are met, or (ii) from making a Minera Andes Board Change in Recommendation or US Gold Board Change in Recommendation, as the case may be, if the Target Party Board of Directors receives a bona fide written Acquisition Proposal (which did not result from a breach of this Section 7.1) that the Target Party Board of Directors has determined constitutes a Superior Proposal; provided that, in either case, the foregoing shall not relieve the Target Party from its obligation to proceed to call and hold the applicable shareholders' meeting and to hold the vote on the Arrangement Resolution or the US Gold Resolution, as the case may be, except in circumstances where this Agreement is terminated in accordance with the terms hereof. (c) Neither Party shall (i) release any third Person from a prohibition from making an offer for such Party's securities, (ii) fail to enforce any such prohibition, (iii) grant any consent with equivalent effect to (i) or (ii), or (iv) amend any provision of an agreement with such third Person with equivalent effect to (i) or (ii), in any case unless such third Person makes a Superior Proposal. (d) Each Party shall immediately cease any existing discussions or negotiations with any Persons (other than with any other Party) with respect to any potential Acquisition Proposal. Each Target Party shall immediately notify the Other Party of any Acquisition Proposal or of any inquiry, proposal or request received by it for non-public information relating to the Target Party or any of its Subsidiaries or Entity Joint Ventures in connection with an Acquisition Proposal or for access to the properties, books or records of the Target Party or any of its Subsidiaries or Entity Joint Ventures by any Person or entity that informs any officer or director of the Target Party or any of its Subsidiaries that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made, from time to time, first immediately orally and then promptly in writing, and shall indicate the identity of the Person making such proposal, inquiry or contact and all material terms and such other details of the proposal, inquiry or contact known to such Person as the Other Party may reasonably request. (e) If the Board of Directors of the Target Party receives a request for non-public information from a Person who proposes a bona fide written Acquisition Proposal prior to obtaining the requisite approval of the Arrangement Resolution, in the case of Minera Andes, or the US Gold Resolution, in the case of US Gold, and the Target Party's Board of Directors determines in good faith that such proposal is a Superior Proposal or could reasonably be expected to lead to a Superior Proposal (and if the Target Party and its Subsidiaries are in compliance with Section 7.1 and Section 7.2) then, and only in such case, may the Target Party provide the Person proposing an Acquisition Proposal with access to non-public information regarding the Target Party and its Subsidiaries and Entity Joint Ventures, provided the Person proposing an Acquisition Proposal has either previously entered or then enters into a confidentiality agreement substantially similar or not less onerous to that then in effect between the Parties, provided that the Other Party is promptly provided with a list and copies of all information provided to such Person not previously provided to the Other Party. The Target Party agrees to promptly send a copy of any such confidentiality agreement to the Other Party. (f) Each Party shall ensure that its and its Subsidiaries' officers and directors and any investment bankers or other advisers or representatives retained by it are aware of the provisions of this Section 7.1 and Section 7.2, and such Party shall be responsible for any breach of this Section 7.1 and Section 7.2 by such Persons or by any directors, officers or employees of such Party and its Subsidiaries. (g) Nothing contained in this Article 7 shall prohibit the Target Party or its Subsidiaries from taking and disclosing to its stockholders a position required by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or similar Contract Canadian securities Laws and no disclosure that the Target Party Board of Directors may determine (after consultation with counsel) that it is required to make under applicable Law shall constitute a violation of this Agreement; provided, however, that in any event the Target Party Board of Directors shall not make a Minera Andes Board Change in Recommendation or US Gold Board Change in Recommendation, as the case may be, except in accordance with the provisions of this Article 7. Any disclosure by the Target Party relating to an Acquisition 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 cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 breach Minera Andes Board Change in Recommendation or US Gold Board Change in Recommendation, as the case may be, unless the Target Party Board of Directors reaffirms its recommendation and declaration of advisability with respect to the Arrangement in such disclosure. (h) Nothing contained in this Agreement by shall prohibit the board of directors of any Party from withdrawing, modifying, qualifying or changing its recommendation to its shareholders in respect of the transactions contemplated hereby prior to approval of the Arrangement Resolution, in the case of Minera Andes, and approval of the US Gold Resolution, in the case of US Gold, if (i) the board of directors of such StockholderParty determines, in good faith (upon the recommendation of its special committee and after receiving advice of outside legal counsel), that such withdrawal, modification, qualification or change is necessary for the board of directors to act in a manner consistent with its fiduciary duties under applicable Laws and (ii) the board of directors of such Party has consulted with its independent financial advisor (which must be a nationally recognized investment bank) and such financial advisor has confirmed in writing that it is unable to render a fairness opinion in respect of the Arrangement as of such time based on the facts and circumstances then existing; provided that (a) not less than 48 hours before the board of directors considers any proposal in respect of any such withdrawal, modification, qualification or change, such Party shall give the other Party written notice of such proposal and promptly advise the other Party of the proposed consideration of such proposal; and (b) the foregoing shall not relieve a Party from its obligation to proceed to call and hold the applicable shareholders' meeting and to hold the vote on the Arrangement Resolution, in the case of Minera Andes, and the US Gold Resolution, in the case of US Gold, except in circumstances where this Agreement is terminated in accordance with the terms hereof.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) Emerald shall not, and shall cause its Affiliates not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any of its or its Affiliates’ Representatives and shall not permit any Person to: (i) solicit, assist, initiate, solicit encourage or knowingly otherwise facilitate or encourage (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records relating to PSF or entering into any form of agreement, arrangement or commitment) the submission of any inquiriesinquiry, proposals proposal or offers or any other efforts or attempts offer that constitute, constitutes or may reasonably be expected to constitute or lead to, any to an Acquisition Proposal Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with respect theretoany Person regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, other than with Village Farms and its Affiliates; (iiiii) approve make a Change in Recommendation; (iv) make any public announcement or take any other action inconsistent with, or that could reasonably be regarded as detracting from, the recommendation of the board of directors of Emerald that the Emerald Shareholders vote in favour of the Emerald Resolution; (v) accept, approve, endorse or recommend, or publicly propose to approve accept, approve, endorse or recommend, recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any Acquisition Proposal that has been made public (iiiit 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 two (2) make any statement or proposal inconsistent with Business Days shall not be considered a breach of this Section 6.1 provided that the Company board of directors of Emerald has rejected such Acquisition Proposal and affirmed the Board Recommendation or before the end of such two (iv2) Business Day period); or (vi) enter into into, any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement arrangement or other similar Contract relating understanding (i) in respect of or in any way related to an any Acquisition Proposal or enter into any Contract or agreement in principle Proposal; (ii) requiring such Stockholder Emerald to abandon, terminate or breach its obligations hereunder or fail to consummate the Transaction or (iii) providing for the payment of any break, termination or other fees or expenses (no matter how characterized) or conferring any other rights or options to acquire the Purchased Shares upon any Person including in the event that Emerald or any of its Affiliates completes the transactions contemplated hereby. Each Stockholder by this Agreement or any other transaction with Village Farms agreed to prior to any termination of this Agreement. (b) Emerald shall, and shall direct and cause its Affiliates and its and their Representatives to, immediately cease and terminate, and cause to be terminated terminated, any solicitation, encouragement, discussion discussion, negotiations or negotiation other activities commenced prior to the date of this Agreement with any Persons conducted theretofore by such Stockholder or any of Person (other than Village Farms and its Representatives affiliates) with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal)inquiry, such notice proposal or offer that constitutes, or may reasonably be expected to include the identity of any Person approaching such Stockholder with constitute or lead to, an Acquisition Proposal, and a copy in connection therewith shall: (i) discontinue access to and disclosure of any such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal)all information regarding PSF, including any modifications theretodata room and any other confidential information, properties, facilities, books or records of Emerald, PSF or any Affiliate of Emerald that includes any such information; and (ii) to the extent that such information has not previously been returned or destroyed, within two (2) Business Days of the date hereof request, and use its commercially reasonable efforts to require, (i) the return or destruction of all copies of any confidential information regarding PSF, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding PSF provided to any Person (other than Village Farms and its affiliates), and use its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (c) Emerald represents and warrants that neither it nor any of its Representatives or Affiliates has waived any standstill or similar agreement or restriction with respect to the Purchased Shares in effect as of the date of this Agreement to which it is a party. Emerald further covenants and agrees that (a) it and its Representatives shall take all commercially reasonable action to enforce each confidentiality, standstill, non-disclosure, non-solicitation, use, business purposes or similar agreement or covenant with respect to the Purchased Shares, and (b) it shall not release, and shall cause its agents and Affiliates not to release, any Person from, or waive, amend, suspend or otherwise modify any provision of, or grant permission under or fail to enforce, any standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement or covenant with respect to the Purchased Shares. (d) Any violation of the foregoing restrictions set forth in this Article 6 by a Stockholder Emerald, its Affiliates or any of its their respective Representatives shall be deemed to be a material breach of this Agreement Article 6 by such StockholderEmerald.

Non-Solicitation. (a) Each Stockholder hereby agrees that Stockholder Seller shall not, and shall cause its respective Affiliates and Representatives not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, : (i) solicit, initiate, solicit knowingly encourage or otherwise knowingly facilitate or encourage (including by way of furnishing or providing information) the submission of any inquiriescopies of, proposals or offers or any other efforts or attempts that constituteaccess to, or may disclosure of, any confidential information, properties, facilities, books or records relating to any Company Entity) any inquiry, proposal or offer that constitutes or would reasonably be expected to lead constitute, an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any negotiations or meaningful discussions with any Person (other than Buyer or its Affiliates or their respective Representatives) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute, an Acquisition Proposal; (iii) permit the BBU Board to, and the BBU Board shall not, fail to unanimously recommend (subject to any abstentions by directors that are conflicted) or withdraw, amend, modify or qualify in a manner that has substantially the same effect as withdrawing, amending, modifying, the Board Recommendation; (iv) following the date any Acquisition Proposal or engage any material modification thereto is first made public, fail to publicly reaffirm within three Business Days after having been requested in any discussions or negotiations writing to do so by Buyer, the Board Recommendation (which request may only be made once with respect theretoto any such Acquisition Proposal, except that Buyer may make an additional request after any material change in the terms of such Acquisition Proposal); (iiv) approve accept, approve, endorse or recommend, or publicly propose to approve accept, approve, endorse or recommend, recommend any Acquisition Proposal; or (vi) approve, (iii) make any statement recommend or proposal inconsistent with the Company Board Recommendation enter into or (iv) publicly propose to enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to respect of an Acquisition Proposal or enter into any Contract or agreement in principle requiring such Stockholder Proposal. (b) Immediately following the date of this Agreement, each Seller shall, and shall cause its respective Affiliates and Representatives to abandoncease and terminate, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated terminated, any solicitation, encouragement, discussion or negotiation negotiations with any Persons conducted theretofore Person (other than Buyer or its Affiliates or their respective Representatives) with respect to any inquiry, proposal or offer made prior to the execution and delivery hereof that would reasonably be expected to constitute an Acquisition Proposal, and in connection therewith, each Seller shall, and shall cause its respective Affiliates and Representatives to: (i) discontinue access to and disclosure of all information, including any data room and any confidential information, properties, facilities, books and records of any Company Entity; and (ii) request, and use reasonable best efforts to exercise all rights it has to require, the return or destruction of all copies of any confidential information regarding any Company Entity provided to any Person (other than Buyer or its Affiliates or their respective Representatives) that has executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal, and use its reasonable best efforts to ensure that such requests are fully complied with in accordance with the terms of such rights. (c) Each Seller agrees not to, and shall cause its respective Affiliates and Representatives not to, without the prior written consent of Buyer, release any Person from, or waive such Person’s obligations under any confidentiality, standstill or similar agreement or restriction to which any such Seller, Affiliate or Representative is a party and that relates to the Company Entities (it being acknowledged by Buyer that the automatic termination or release of any restrictions of any such Stockholder agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section 7.16(c)). (d) If any senior-level officer or employee of either Seller receives or becomes aware of, whether through a Seller or any of its Representatives with respect Affiliates or Representatives, any inquiry, proposal, offer or request that constitutes or would reasonably be expected to constitute an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing Company Entity, including information, access, or disclosure relating to the properties, facilities, books or records of any Acquisition Proposal (and Company Entity, in any event less than 24 hours following the receipt of such Acquisition Proposal)each case, such notice to include the identity of any Person approaching such Stockholder in connection with an Acquisition Proposal, Sellers shall promptly notify Buyer, at first orally, and then in writing, of such Acquisition Proposal, inquiry, proposal, offer or request (or any amendment thereto), provide a summary of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and provide a copy of any such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such written Acquisition Proposal). (e) From and after the time at which the BBU Minority Approval has been obtained, 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 no breach of this Agreement Section 7.16 shall have any effect on, or be considered with respect to, the failure of any condition set forth in Article 8. (f) The Buyer acknowledges that the BBU Board shall be permitted to make any disclosure to the BBU Unitholders required by Applicable Law; provided that, for certainty, any such Stockholderdisclosure must comply with Section 7.15 and this Section 7.16.

Non-Solicitation. Each Stockholder hereby agrees (1) From the date hereof until the date that Stockholder shall notthis Agreement is terminated pursuant to Article 7, and shall not authorize its representatives and agents (including its investment bankersexcept as expressly provided in this Article 5, attorneys and accountants) (collectively, its “Representatives”) toneither Party shall, directly or indirectly, do or authorize or permit any of its Representatives to do, any of the following: (ia) initiatesolicit, solicit initiate or knowingly encourage or otherwise facilitate or encourage (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of a Party or any Subsidiary) the submission any Acquisition Proposal in respect of such Party or any inquiries, proposals or offers relating to any Acquisition Proposal or that could reasonably be expected to lead to an Acquisition Proposal in respect of such Party; (b) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any person (other efforts than the other Party hereto) regarding any inquiry, proposal or attempts offer that constitute, constitutes or may reasonably be expected to constitute or lead to, any an Acquisition Proposal or engage Proposal; (c) make a Change in any discussions or negotiations with respect theretoRecommendation; (d) accept, (ii) approve approve, endorse or recommend, execute or enter into, or publicly propose to approve accept, endorse, approve, execute or recommendenter into, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreementarrangement, share exchange agreementoffer or understanding in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement contemplated under Section 5.3(1)) or otherwise cooperate with, option agreement 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 (2) 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 similar Contract activities commenced prior to the date of this Agreement with any person (other than the other Party hereto) 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 (b) within two Business Days of the date of this Agreement request and exercise all rights it has under any confidentiality agreement at the date of this Agreement related to any Acquisition Proposal, including an Acquisition Proposal made prior to the date hereof (i) the 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 enter into any Contract inquiry, proposal or agreement in principle requiring 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 Stockholder to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by confidential information regarding such Stockholder Party or any of its Representatives Subsidiaries, using its commercially reasonable efforts to ensure that such requests are fully complied with respect to any Acquisition Proposal. in accordance with the terms of such rights or entitlements. (3) Each Stockholder shall promptly notify Parent in writing Party represents that it has not as at the date of any Acquisition Proposal (this Agreement and in the 12 months prior to the date of this Agreement, waived any event less than 24 hours following the receipt of confidentiality, standstill, non-disclosure, non-solicitation or similar agreement or restriction to which such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 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 consent of the other Party (which may be withheld or delayed in the other Party’s sole and absolute discretion), release any Person from, or waive, amend, suspend or 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 agreement, restriction or covenant in accordance with their terms will not be a violation of this Section 5.1(3). (4) Each Party shall advise its Representatives shall be of the 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 material breach of this Agreement Article 5 by such StockholderParty.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) The Company shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any officer, director, agent or otherwise, (i) initiatesolicit, solicit initiate or knowingly facilitate or encourage (including by way of providing furnishing nonpublic information) ), or take any other action to facilitate, any inquiries or the submission making of any inquiries, proposals proposal or offers or any other efforts or attempts offer that constituteconstitutes, or may reasonably be expected to lead to, any Company Acquisition Proposal Proposal, or engage in any (ii) enter into or maintain or continue discussions or negotiations with respect thereto, (ii) approve any person or recommend, entity in furtherance of such inquiries or publicly propose to approve obtain a proposal or recommend, any offer for a Company Acquisition Proposal, or (iii) make agree to, approve, endorse or recommend any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition Proposal or enter into any Contract letter of intent or other contract, agreement in principle requiring or commitment contemplating or otherwise relating to any Company Acquisition Proposal, or (iv) authorize or permit any agent of the Company or any of its Affiliates, or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Affiliates, to take any such Stockholder to abandonaction. The Company shall, terminate and shall direct or breach its obligations hereunder or fail to consummate cause the transactions contemplated hereby. Each Stockholder shall Company’s representatives and agents to, immediately cease and cause to be terminated any solicitation, encouragement, discussion discussions or negotiation negotiations with any Persons conducted theretofore by such Stockholder or any of its Representatives parties that may be ongoing with respect to any Company Acquisition Proposal. Each Stockholder The Company shall promptly notify Parent in writing of any Acquisition Proposal as promptly as practicable (and in any event less than 24 hours following within one (1) day after the receipt of such Acquisition ProposalCompany attains knowledge thereof), such notice to include orally and in writing, if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Company Acquisition Proposal is made, specifying the material terms and conditions thereof and the identity of the party making such proposal or offer or inquiry or contact (including material amendments or proposed material amendments). (b) Parent shall not, directly or indirectly, through any Person approaching such Stockholder with an officer, director, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any Parent Acquisition Proposal, and or (b) enter into or maintain or continue discussions or negotiations with any person or entity in furtherance of such inquiries or to obtain a copy of proposal or offer for a Parent Acquisition Proposal, or (c) agree to, approve, endorse or recommend any such Parent Acquisition Proposal (oror enter into any letter of intent or other contract, where no such copy is available, a reasonably detailed description of such agreement or commitment contemplating or otherwise relating to any Parent Acquisition Proposal), including or (d) authorize or permit any modifications thereto. Any violation agent of the foregoing restrictions by a Stockholder Parent or any of its Representatives Affiliates, or any investment banker, financial advisor, attorney, accountant or other representative retained by Parent or any of its Affiliates, to take any such action. Parent shall, and shall be deemed direct or cause Parent’s representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to any Parent Acquisition Proposal. Parent shall notify the Company as promptly as practicable (and in any event within one (1) day after Parent attains knowledge thereof), orally and in writing, if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Parent Acquisition Proposal is made, specifying the material breach terms and conditions thereof and the identity of this Agreement the party making such proposal or offer or inquiry or contact (including material amendments or proposed material amendments). (c) The obligations contained in Sections 6.13(a) and (b) shall terminate on November 15, 2006, provided that by such Stockholderdate the aggregate amount of capital received by the Company equals or exceeds fifteen million dollars ($15,000,000).

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall notshall, and shall not authorize cause its representatives affiliates and agents (including its and its affiliates’ respective directors, officers, employees, investment bankers, attorneys legal, financial and accountants) other advisors or representatives (collectively, its “Stockholder Representatives”) not to, directly or indirectly, (i) solicit, initiate, solicit or knowingly facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constituteencourage, or may reasonably be expected to lead toinduce the making, any submission or announcement of, an Acquisition Proposal or engage (as defined in any discussions or negotiations with respect theretothe Merger Agreement), (ii) approve furnish to any person (other than Parent, Merger Sub or recommendany designees of Parent or Merger Sub) any non-public information relating to the Company or any of its subsidiaries, or publicly propose afford access to approve the business, properties, assets, books or recommendrecords of the Company or any of its subsidiaries to any person (other than Parent, Merger Sub or any designees of Parent or Merger Sub), or take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes or could lead to an Acquisition Proposal, (iii) make participate or engage in discussions or negotiations with any statement or proposal inconsistent person with the Company Board Recommendation or respect to an Acquisition Proposal, (iv) approve, endorse or recommend an Acquisition Proposal, (v) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement memorandum of understanding or other similar Contract contract contemplating or otherwise relating to an Acquisition Proposal Transaction or enter into (vi) terminate, amend or waive any Contract rights under any “standstill” or other similar agreement between the Company or any of its subsidiaries and any person (other than Parent); provided, however, that Stockholder may engage in principle requiring any of the foregoing activities if and solely to the extent that the Company is permitted to engage in such Stockholder activities pursuant to abandon, terminate or breach its obligations hereunder or fail to consummate Section 6.1 of the transactions contemplated herebyMerger Agreement. Each Stockholder shall immediately cease any and cause to be terminated any solicitationall existing activities, encouragement, discussion discussions or negotiation negotiations with any Persons persons conducted theretofore by such Stockholder or any of its Representatives heretofore with respect to any Acquisition Proposal. Each Without limiting the generality of the foregoing, Stockholder shall promptly notify Parent in writing of acknowledges and hereby agrees that any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 set forth in this Section 5 by a Stockholder or any of its Stockholder Representatives shall be deemed to be a material 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 by such Stockholderis terminated pursuant to its terms.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not(a) From the date of this Agreement to the earlier of the termination of this Agreement and the Closing, Company, and shall each of the Selling Parties will not authorize its (and will ensure that their representatives and agents (including its investment bankers, attorneys and accountantsAssociated Persons do not) (collectively, its “Representatives”) to, directly or indirectly, : (i) initiatesolicit, solicit encourage, entertain or knowingly facilitate accept (whether in writing, oral or encourage (including by way of providing informationotherwise) the submission of any inquiries, proposals or offers or any other efforts proposals for, (ii) initiate or attempts that constituteparticipate in meetings, or may reasonably be expected to lead todiscussions, any Acquisition Proposal or engage in any discussions correspondence or negotiations with respect thereto, (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, Person concerning, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition Proposal arrangement (whether in writing, oral or enter into otherwise) with respect to, or (iv) provide 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 cause to be terminated any solicitation, encouragement, discussion or negotiation Person with any Persons conducted theretofore information in connection with, a sale, acquisition or other transfer (by such Stockholder operation of law or otherwise) of all or some of Company’s Business (including its assets and the Company Products) or a lift-out of Company’s Employees, an acquisition of an equity interest in Company (including from any Member), or a merger, consolidation or other business combination involving Company or its Business (including the Company Products), or a sale, assignment or other transfer (by operation of its Representatives with respect to any law or otherwise) of the Purchased Equity, except as contemplated by this Agreement (“Acquisition Proposal. Each Stockholder shall promptly ”). (b) From the date of this Agreement to the earlier of the termination of this Agreement and the Closing, Company and each of the Selling Parties will notify Parent in writing of any Acquisition Proposal Buyer (and will ensure that their representatives and Associated Persons notify Buyer) promptly, and in any event less than 24 hours following within three Business Days, if: (i) they receive an Acquisition Proposal (including the receipt terms of an Acquisition Proposal); (ii) a Person requests information from them relating to an actual or potential Acquisition Proposal; or (iii) a Person seeks to initiate negotiations or discussions reasonably likely to result in an Acquisition Proposal. In no event shall Company, or any Selling Party (or any of their respective representatives or Associated Persons) respond positively to or otherwise act on any such Acquisition Proposal), it being understood that such notice activity is prohibited under this Section 4.1.4. (c) Company, and each of the Selling Parties will (and will ensure that their representatives and Associated Persons) immediately end (and not recommence unless this Agreement is terminated) any activities (including discussions, meetings, correspondence or negotiations with any Persons) conducted before the date of this Agreement with respect to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 breach of this Agreement by such Stockholder.

Non-Solicitation. Each Stockholder hereby (a) The Company agrees that, except as expressly contemplated by this Section 5.06, the Company shall and 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 Stockholder shall may be ongoing with respect to an Acquisition Proposal and (ii) during the period from the date of this Agreement through the earlier of the Closing and the termination of this Agreement, not, and shall not authorize its representatives and agents directly or indirectly (A) initiate, encourage, seek or solicit, or take any action to knowingly facilitate (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) toby way of furnishing non-public information), directly or indirectly, (i) initiate, solicit any inquiries or knowingly facilitate the making or encourage (including by way of providing information) the submission of any inquiriesproposal that constitutes an Acquisition Proposal; (B) participate or engage in discussions or negotiations with, proposals or offers disclose any non-public information or data relating to the Company or any other efforts of its Subsidiaries or attempts afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person or group of Persons (or any of their Affiliates or Representatives) that constitutehas 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 agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal with respect to 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 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 (ii)(B) 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 facilitated in violation of this Section 5.06) and (B) after consultation with the Company’s financial advisors and outside legal counsel, the Company Board determines in good faith that such proposal is or could reasonably be expected to lead to, any Acquisition a Superior Proposal or engage in any discussions or negotiations with respect theretoto the Company, (ii) approve 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 recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or from (iv1) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating taking and disclosing to the Company Stockholders a position with respect to an Acquisition 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 cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or any of its Representatives with respect to the Company pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any Acquisition Proposal. Each Stockholder shall promptly notify Parent similar disclosure, if after consultation with outside legal counsel to the Company Board, the Company Board subsequently determines in writing 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 any that Person) who makes an Acquisition Proposal (and in 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 event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposal, and a copy of any such Acquisition 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 contained in this Section 5.06(a) by a Stockholder or any of the Company’s or its Subsidiaries’ respective Representatives shall be deemed to be a material breach of this Section 5.06(a) by the Company. (b) Neither the Company Board nor any committee thereof shall directly or indirectly (x)(i) withdraw (or amend, qualify or modify in a manner adverse to Parent or Merger Sub), or publicly propose to 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) propose publicly to recommend, adopt or approve any Acquisition Proposal 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 (iv) fail to send to the Company Stockholders, within ten (10) Business Days after the commencement of a tender or exchange offer relating to 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 (any action described in this sentence being referred to as a “Company Adverse Recommendation Change”) or (y) authorize, cause or permit the Company or any of its Subsidiaries to execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, amalgamation agreement or other similar agreement related to 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 Stockholderfour (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. (c) Notwithstanding the first sentence of Section 5.06(b), 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 inconsistent 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 pending 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, however, that, unless 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 any inquiry, discussions or negotiations with respect to any Acquisition Proposal with respect to such party, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Company or Parent, as applicable, shall promptly (and in any event, within one (1) Business Day) provide to Parent or the 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, respectively, reasonably informed of the status of any Acquisition Proposals (including the identity of the parties and 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 the Company’s or Parent’s outside legal counsel, as applicable, that the failure to waive (or amend or modify) a particular standstill provision, or other provision with similar effect, could reasonably be expected to be a breach of its directors’ fiduciary duties under applicable Law, the Company or Parent, as the case may be, may, with prior written notice to the other party, waive (or amend or modify) such standstill provision, or other provision with similar effect, solely to the extent 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. Each Stockholder hereby agrees that Stockholder (1) Except as expressly provided in this Article VII, Four Seasons shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of Four Seasons or any of its subsidiaries, (i) solicit, initiate, solicit or knowingly facilitate or knowingly encourage (including by way of providing informationfurnishing information or entering into any Contract) the submission initiation of any inquiriesinquiries or proposals regarding an Acquisition Proposal, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any Acquisition Proposal or engage (ii) participate in any substantive discussions or negotiations with respect theretoany person (other than the Purchaser and Triples and their respective affiliates) regarding an Acquisition Proposal, (iiiii) approve withdraw, amend, modify or qualify, or propose publicly to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the approval or recommendation of the Board or any committee thereof (including the Special Committee) of this Agreement or the Arrangement, (iv) accept, approve, endorse or recommend, or propose publicly propose to approve approve, endorse or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (ivv) accept or enter into into, or publicly propose to enter into, any merger agreementContract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by Section 7.2(2)). (2) Notwithstanding Section 7.2(1) and any other provision of this Agreement, letter the Board shall be permitted to (i) withdraw, amend, modify or qualify (or propose publicly to withdraw, amend, modify or qualify) in a manner adverse to the Purchaser the approval or recommendation of intentthe Board or any committee thereof (including the Special Committee) of this Agreement or the Arrangement; (ii) participate in any discussions or negotiations with, agreement or furnish information to, any person in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating response to an Acquisition 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 cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder person; and (iii) approve, endorse or any of its Representatives with respect recommend or propose publicly to approve, endorse or recommend any Acquisition Proposal, if and only to the extent that: (a) Four Seasons has received an unsolicited bona fide written Acquisition Proposal from such person; (b) Four Seasons shall have complied with all other requirements of this Section 7.2; (c) the Board, after consultation with its financial advisors and outside legal counsel, determines in good faith that the Acquisition Proposal would be reasonably likely to result in a Superior Proposal; and (d) in the case of clause (ii) of this Section 7.2(2), prior to providing any information or data to such person in connection with such Acquisition Proposal, the Board receives from such person an executed confidentiality agreement having substantially the same terms as the Confidentiality Agreements and, taken as a whole, being no less favourable to Four Seasons than the Confidentiality Agreements, and Four Seasons sends a copy of any such confidentiality agreement to the Purchaser promptly upon its execution and the Purchaser is provided promptly with a list of, or in the case of information that was not previously made available to the Purchaser, copies of, any information provided to such person. (3) Four Seasons shall, and shall cause the officers, directors, employees, representatives and agents of Four Seasons and its subsidiaries to, immediately terminate any existing solicitations, discussions or negotiations with any person (other than the Purchaser and Triples and their respective affiliates) that has made, indicated any interest to make or may reasonably be expected to make, an Acquisition Proposal. Each Stockholder Four Seasons agrees not to release any third party from any standstill agreement to which it is a party unless such party has made an Acquisition Proposal that the Board, after consultation with its financial advisors and outside legal counsel, has determined in good faith would be reasonably likely to result in a Superior Proposal. Four Seasons shall promptly notify Parent in writing request the return or destruction of all information provided to any third party which, at any time since January 1, 2006, has entered into a confidentiality agreement with Four Seasons relating to a potential Acquisition Proposal to the extent that such information has not previously been returned or destroyed, and shall use all commercially reasonable efforts to ensure that such requests are honoured in accordance with the terms of such agreement. (4) Four Seasons shall promptly (and in any event less than 24 within 72 hours following of receipt by Four Seasons) notify the receipt of such Acquisition Proposal)Purchaser, such notice to include the identity at first orally and thereafter in writing, of any Person approaching such Stockholder with proposal, inquiry, offer (or any amendment thereto) or request relating to or constituting an Acquisition Proposal, in each case received after the date hereof, of which any of its directors, officers, representatives or agents are or become aware, or any amendments to the foregoing, any request for discussions or negotiations, or any request for non-public information relating to Four Seasons or any of its subsidiaries in connection with an Acquisition Proposal or for access to the books or records of Four Seasons or any of its subsidiaries by any person that informs Four Seasons or such subsidiary that it is considering making, or has made, an Acquisition Proposal and any amendment thereto; and Four Seasons shall promptly provide to Purchaser a copy description of the material terms and conditions of any such Acquisition Proposal (oror proposal, where no such copy is availableinquiry, a reasonably detailed description offer or request. Four Seasons shall keep Purchaser informed of any material change to the material terms of any such Acquisition ProposalProposal or proposal, inquiry, offer or request. (5) Nothing contained in this Section 7.2 (but subject to the Purchaser’s rights in Section 8.2(3)(a)) shall prohibit the Board from making any disclosure to Four Seasons’ Shareholders prior to the Effective Time if, in the good faith judgment of the Board, after consultation with outside legal counsel, such disclosure is necessary for the Board to act in a manner consistent with its fiduciary duties or is otherwise required under applicable Law, including its obligations under Rule 14e-2 under the Exchange Act. (6) Nothing contained in this Agreement shall limit in any modifications thereto. Any violation way the obligation of Four Seasons to convene and hold the foregoing restrictions by a Stockholder or any of its Representatives shall be deemed to be a material breach Four Seasons Meeting in accordance with Section 2.1 of this Agreement by such Stockholderunless this Agreement is terminated in accordance with Article VIII.

Non-Solicitation. Each Stockholder hereby (a) Except as expressly provided in this Article 7, ▇▇▇▇▇▇ agrees that Stockholder it shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any Representative, or otherwise, and shall not permit any such Representative to: (i) solicit, assist, initiate, solicit encourage or knowingly otherwise facilitate or encourage (including by way of furnishing or providing copies of, access to, or disclosure of, any information) the submission , permitting any visit to any facilities or properties of any inquiries, proposals or offers Azarga or any other efforts Azarga Subsidiary, including any material mineral properties, or attempts entering into any form of written or oral agreement, arrangement or understanding) any inquiry, proposal or offer that constituteconstitutes, or may reasonably be expected to constitute or lead to, any an Acquisition Proposal or potential Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with respect theretoany person (other than enCore and its affiliates) regarding any inquiry, (ii) approve proposal or recommend, offer that constitutes or publicly propose may reasonably be expected to approve constitute or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating lead to an Acquisition Proposal or enter into potential Acquisition Proposal; (iii) make a Change in Recommendation; or (iv) accept, approve, endorse or recommend, or propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Contract Acquisition Proposal (it being understood that publicly taking no position or agreement a neutral position with respect to an Acquisition Proposal for a period of no more than five (5) Business Days following the formal announcement of such Acquisition Proposal shall not be considered to be in principle requiring violation of this Section 7.1 provided the Party’s Board has rejected such Stockholder to abandonAcquisition Proposal and affirmed its recommendation in favour of the Arrangement before the end of such five (5) Business Day period). (b) Azarga shall, terminate or breach and shall cause its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated terminated, any solicitation, encouragement, discussion discussion, negotiations, or negotiation other activities commenced prior to the date of this Agreement with any Persons conducted theretofore person with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal or potential Acquisition Proposal, and in connection therewith shall: (i) discontinue access to and disclosure of all information, including any data room and any non-public or confidential information, properties, facilities, books and records of Azarga or any Azarga Subsidiary; and (ii) if requested in writing by enCore, request and exercise all rights it has to require: (A) the return or destruction of copies of any information regarding Azarga or any Azarga Subsidiary provided to any person other than enCore, and (B) the destruction of all material including or incorporating or otherwise reflecting such Stockholder information regarding Azarga or any Azarga Subsidiary, using all necessary efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (c) Azarga represents and warrants that it has not waived any confidentiality, standstill or similar agreement or restriction to which it or any of its Subsidiaries is a party, except to permit submissions of expressions of interest prior to the date of this Agreement, and further covenants and agrees: (i) that Azarga shall take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which Azarga or any of its Subsidiaries is a party, and (ii) that neither Azarga nor any of the Azarga Subsidiaries or any of their respective Representatives have or will, without the prior written consent of enCore (which may be withheld or delayed in Azarga’s sole and absolute discretion), release any person from, or waive, amend, suspend or otherwise modify such person’s obligations respecting Azarga or any of its Subsidiaries under any confidentiality, standstill or similar agreement or restriction to which Azarga or any of its Subsidiaries is a party. (d) Notwithstanding Subsection 7.1(a) hereof and any other provision of this Agreement, if at any time following the date of this Agreement and prior to obtaining the approval of such the Azarga Shareholders at the Azarga Meeting, Azarga or any of its Subsidiaries receives a request for material non-public information, or to enter into discussions, from a Person that proposes an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Article 7 and Azarga’s Board determines in good faith that such Acquisition Proposal constitutes or would reasonably be expected to constitute an Azarga Superior Proposal; then Azarga may: (i) provide the Person making such Acquisition Proposal with respect access to any material non-public information regarding Azarga and its Subsidiaries; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal, provided that Azarga shall not, and shall not allow any of its Subsidiaries or Representatives to disclosure any non-public information without having (A) entered into a confidentiality and standstill agreement on substantially the same terms as the Confidentiality Agreement, including a standstill provision at least as stringent as contained in the Confidentiality Agreement, provided, however that such confidentiality and standstill agreement shall not preclude such Person from making an Azarga Superior Proposal and no such agreement shall be required if such Person is already party to a confidentially agreement with ▇▇▇▇▇▇ promptly upon execution to the other Party; and (B) provided to the other Party a list of and access to the information made or to be made available to such Person. Each Stockholder Any such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Azarga and may not restrict Azarga or any of its Subsidiaries from complying with Article 7. (e) If Azarga or any of its Subsidiaries or Representatives receives an Acquisition Proposal, Azarga shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than within 24 hours following the receipt hours) notify enCore, at first orally and then in writing, of such Acquisition Proposal), such notice to include including a description of its material terms and conditions; the identity of all persons making the Acquisition Proposal; copies of all documents, correspondence or other material received in respect of, from or on behalf of any Person approaching such Stockholder person in respect of the Acquisition Proposal; and any other information which enCore may reasonably request. Azarga shall keep enCore promptly and fully informed of the status of developments and negotiations with an respect to such Acquisition Proposal, and a copy of including any changes, modifications or other amendments to any such Acquisition Proposal Proposal. (or, where no such copy is available, a reasonably detailed description f) Azarga shall ensure that its Subsidiaries and Representatives are aware of the provisions of this Section 7.1 and it shall be responsible for any breach of such Acquisition Proposal), including any modifications thereto. Any violation of the foregoing restrictions provisions by a Stockholder or any of its Representatives shall be deemed to be a material breach of this Agreement by such Stockholderpersons.

Non-Solicitation. Each Stockholder hereby (a) Without limitation on the Company's other obligations under this Agreement, the Company agrees that Stockholder shall notneither 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 shall that it will not authorize permit its or its subsidiaries' employees, agents and representatives and agents (including any investment banker, attorney or accountant retained by it or any of its investment bankers, attorneys and accountants) (collectively, its “Representatives”subsidiaries) to, directly or indirectly, except as permitted by Section 5.04(c) (i) initiate, solicit solicit, encourage or knowingly facilitate any inquiries or encourage the making of any proposal or offer with respect to, or 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 by way without limitation stock of providing informationits subsidiaries) of the submission of any inquiriesCompany and its subsidiaries taken as a whole, proposals or offers or any other efforts purchase or attempts that constitutesale of, or may reasonably be expected tender or exchange offer for, 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 transaction (other than a proposal or offer made by Parent or an affiliate thereof) being hereinafter referred to lead toas an "Acquisition Proposal"), (ii) have any discussion with or provide any information or data to any person relating to an Acquisition Proposal Proposal, or engage in or continue any discussions negotiations concerning an Acquisition Proposal, or negotiations with respect theretofacilitate any effort or attempt to make or implement an Acquisition Proposal, (iiiii) approve or recommend, or propose publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into into, any merger agreement, letter of intent, agreement in principle, share purchase merger agreement, asset purchase agreement, share exchange acquisition agreement, option agreement, confidentiality agreement or other similar Contract relating agreement or propose publicly or agree to an Acquisition 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 cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder or do any of its Representatives with respect the foregoing related to any Acquisition Proposal. Each Stockholder . (b) The Board of Directors of the Company shall promptly notify Parent not effect a Change in writing the Company Recommendation (as defined in Section 6.01(a)) unless: (1) the Company Stockholders Meeting shall not have occurred and there shall have been no breach of Section 5.04(a), and (2) 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. (c) Notwithstanding Section 5.04(a) but subject to Section 5.04(e), the Company may engage in any discussions and negotiations with, and 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 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 any event less than 24 hours following the receipt of good faith that such Acquisition Proposal)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 notice action in order to include the identity of discharge properly its fiduciary duties under applicable law, (3) prior to providing any Person approaching such Stockholder information or data to any person in connection with an Acquisition Proposal, and a copy of Proposal by any such Acquisition Proposal person, the 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 (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposalthe "Confidentiality Agreement"), including any modifications thereto. Any violation of then the foregoing restrictions by a Stockholder or any of its Representatives shall Confidentiality Agreement will be deemed to be a amended to contain only such less restrictive provisions or to omit such restrictive provisions, as the case may be, and (4) prior to providing any such 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 the material breach terms and conditions thereof. (d) For purposes of this Agreement, "Superior Proposal" means a bona fide written Acquisition Proposal that either is not subject to a financing contingency, or 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 Company's stockholders from a financial point of view than the transactions contemplated by this Agreement by such Stockholderand (ii) is likely to be completed.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountantsa) Neither Pubco (collectively, its “Representatives”or any affiliate thereof) tonor Verano (or any affiliate thereof) will, directly or indirectly, (i) solicit, initiate, solicit knowingly encourage, co-operate with or knowingly facilitate or encourage (including by way of providing informationfurnishing any non-public information or entering into any form of agreement, arrangement, letter of intent or understanding) the submission submission, initiation or continuation of any oral or written inquiries, proposals or offers expressions of interest regarding, constituting or any other efforts or attempts that constitute, or may reasonably be expected to lead toto any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Business Combination. (b) Without limiting the generality of Section 4.1(a), neither Pubco (nor any affiliate thereof) nor Verano (nor any affiliate thereof) will, directly or indirectly, induce or attempt to induce any other person to initiate, or facilitate the initiation of, any Acquisition shareholder proposal or “takeover bid”, exempt or otherwise, within the meaning of applicable Securities Laws or other 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 Business Combination (each, a “Proposal”), including, without limitation, allowing access to any third party (other than representatives of Verano or Pubco, any party to the AME Agreement and Plan of Merger (or any such party’s representatives), or the agents in relation to the Private Placement or the Pubco Fairness Opinion) to conduct due diligence, or permitting any of their officers, directors, managers or shareholders to authorize such access. (c) 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 engage change, modify or withdraw any of its recommendations referred to in (b)(ii) of Schedule C (in any discussions or negotiations with respect theretosuch 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) approve or recommend, or publicly propose the Pubco Board has received advice from its external legal counsel that its failure to approve or recommend, any Acquisition Proposal, 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 Pubco Meeting Matters). For certainty, a Change in Recommendation shall not amend or otherwise impact any statement Pubco Shareholder Voting Agreement or proposal inconsistent with the Company Board Recommendation covenants of a Pubco Key Shareholder provided therein. (e) In the event that Verano or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by such Stockholder Pubco or any of its Representatives with their respective affiliates or associates, including any of their officers or directors, receives any form of offer or inquiry in respect to any Acquisition Proposal. Each Stockholder of the transactions described in this Section 4.1, Verano or Pubco shall promptly notify Parent in writing of any Acquisition Proposal forthwith (and in any event less than 24 hours within one Business Day following receipt) notify the receipt other party of such Acquisition Proposal), such notice to include offer or inquiry and provide the identity of any Person approaching such Stockholder other party with an Acquisition Proposal, and a copy of any such Acquisition 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 breach of this Agreement by such Stockholderdetails in respect thereof.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder 7.1.1 Except as expressly provided in this Article 7, the Vendor shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any Vendor Subsidiary or Representative: (ia) solicit, initiate, solicit knowingly encourage or otherwise knowingly facilitate or encourage (including by way of furnishing or providing information) copies of, access to, or disclosure of, any Confidential Information, properties, facilities, Books and Records of the submission of any inquiries, proposals or offers Vendor or any other efforts Vendor Subsidiary) any inquiry, proposal or attempts offer that constitute, constitutes or may reasonably be expected to constitute or lead to, any an Acquisition Proposal Proposal; (b) enter into or otherwise engage or participate in any negotiations or meaningful discussions with any Person (other than with the Purchaser) regarding any inquiry, proposal or negotiations with respect theretooffer that constitutes or 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) approve 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; (c) make a Change in Recommendation; or (d) approve, recommend or recommend, enter into (other than a confidentiality agreement permitted by and in accordance with Section 7.3) or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to respect of an Acquisition Proposal or enter into any Contract or agreement Proposal. 7.1.2 Except as expressly provided in principle requiring such Stockholder to abandonthis Article 7, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder Vendor shall, and shall cause the Vendor Subsidiaries and their respective Representatives to, immediately cease and terminate, and cause to be terminated terminated, any solicitation, encouragement, discussion or negotiation negotiations with any Persons conducted theretofore by such Stockholder or any of its Representatives Person (other than with the Purchaser) with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal)inquiry, such notice proposal or offer that would reasonably be expected to include the identity of any Person approaching such Stockholder with 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 (b) 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 Vendor, under any confidentiality, standstill or similar agreement or restriction to which the Vendor is a copy party (it being acknowledged by the Purchaser that the automatic termination or release 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), except to allow such Person to make an Acquisition Proposal (orconfidentially to the Board that constitutes, where no such copy is availableor could reasonably be expected to constitute or lead to, a reasonably detailed description Superior Proposal, provided that the remaining provisions of such Acquisition Proposal)this Article 7 are complied with, including any modifications thereto. Any violation of and the foregoing Vendor undertakes to seek to enforce, or cause the Vendor Subsidiaries to seek to enforce, all confidentiality, standstill, or similar agreements or restrictions by a Stockholder that it or any of its Representatives the Vendor Subsidiaries have entered into prior to the date hereof or enter into after the date hereof (it being acknowledged by the Purchaser that the automatic termination or release of any restrictions of any such agreements as a result of entering into and announcing this Agreement shall be deemed to not be a material breach violation of this Agreement by such StockholderSection 7.1.3).

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (1) Except as expressly provided in this Article 5, from the date of this Agreement until the earlier of the Effective Time or the time at which this Agreement is terminated in accordance with its terms, the Company shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, through any officer, director, employee, representative (iincluding any financial or other adviser) or agent of the Company or of any of its Subsidiaries (collectively “Representatives”), or otherwise, and shall not permit any such Person to: (a) solicit, initiate, solicit encourage or otherwise knowingly facilitate or encourage (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information) , properties, facilities, books or records of the submission of any inquiries, proposals or offers Company or any other efforts Subsidiary or attempts entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute, an Acquisition Proposal, provided that, for greater certainty, the Company may advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal; (b) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser and its affiliates) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute an Acquisition Proposal, provided that, for greater certainty, the Company may advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal; (c) make a Change in Recommendation unless: (i) it does not relate to an offer or proposal that is, or could reasonably be expected to lead to, any an Acquisition Proposal or engage in any discussions or negotiations with respect thereto, Proposal; and (ii) approve in the opinion of the Board, acting in good faith and after receiving advice from its external financial and legal advisors, the Board is required to make a Change in Recommendation in order to comply with fiduciary duties of the Board under Law; (d) accept, approve, endorse or recommend, or publicly propose to approve accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal, ; or (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (ive) enter into or publicly propose to enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to respect of an Acquisition Proposal or enter into any Contract or (other than a confidentiality agreement permitted by and in principle requiring such Stockholder to abandonaccordance with Section 5.1(5)). (2) The Company shall, terminate or breach and shall cause its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated terminated, any solicitation, encouragement, discussion or negotiation negotiations commenced prior to the date of this Agreement with any Persons conducted theretofore by such Stockholder or any of Person (other than the Purchaser and its Representatives affiliates) with respect to any Acquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal)inquiry, such notice proposal or offer that constitutes, or would reasonably be expected to include the identity of any Person approaching such Stockholder with constitute or lead to, an Acquisition Proposal, and a copy in connection with such termination shall: (a) discontinue access to and disclosure of any such Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal)all information, including any modifications thereto. Any violation data room and any confidential information, properties, facilities, books and records of the foregoing restrictions by Company or any Subsidiary; and (b) request, and 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 Person other than the Purchaser; and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary. (3) The Company represents, warrants and covenants that the Company has not waived any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a Stockholder Party, except to permit submissions of expressions of interest prior the date of this Agreement, and covenants and agrees that: (i) the Company shall take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party; and (ii) neither the Company, nor any Subsidiary nor any of their respective Representatives have released or 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 Representatives shall be deemed Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to be which the Company or any Subsidiary is a material breach party. (4) Notwithstanding Section 5.1(1) and any other provision of this Agreement, if the Company receives an unsolicited written Acquisition Proposal, the Board shall, prior to the approval of the Arrangement Resolution by the Class A Shareholders, be permitted to contact the Person making the Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of consummation so as to determine whether such proposal is, or could reasonably be expected to lead to, a Superior Proposal, provided that notice of such Acquisition Proposal has been provided to the Purchaser. (5) Notwithstanding Section 5.1(1) and Section 5.1(2) and any other provision of this Agreement, if, prior to the approval of the Arrangement Resolution by the Class A Shareholders, the Company receives an Acquisition Proposal in circumstances in which the Company has not violated the covenants in Section 5.1 and 5.2 that the Board determines, acting in good faith and after receipt of advice from its external advisors, that, if consummated in accordance with its terms (but not assuming any risk of non-completion), will have a financial value that is greater than the Consideration paid by the Purchaser, then, and only in such case, the Company may: (a) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal; and/or (b) participate in discussions and/or negotiations with the Person making such Acquisition Proposal; provided that prior to entering into any discussions or negotiations or furnishing any information to such Person, (A) the Board has received from such Person an executed confidentiality agreement (if one had not already been entered into prior to the date hereof) which is no less favourable to the Company than the Confidentiality Agreement by (including in respect of a standstill) but which allows such StockholderPerson, its affiliates and Representatives to make an Acquisition Proposal to and negotiate the terms of an Acquisition Proposal, and any agreement related thereto, with the Board or any Representatives of the Company, in each case on a confidential basis, and to seek and arrange financing for an Acquisition Proposal, including negotiating and entering into any agreement with respect to financing an Acquisition Proposal, and (B) the Purchaser has been provided with a list of any information provided to such Person, and in the case of information not previously made available to the Purchaser, the Company shall make such information available to the Purchaser.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder (a) Except as otherwise provided in this Agreement, the Company shall not, and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, indirectly through any Representative of the Company: (i) solicit, assist, initiate, solicit encourage or knowingly facilitate or encourage (including by way of providing discussion, negotiation, furnishing information, permitting any visit to any facilities or properties of the Company, or entering into any form of written or oral agreement, arrangement or understanding) the submission of any inquiries, proposals or offers or any other efforts or attempts that constituteregarding, or that may reasonably be expected to lead to, any Acquisition Proposal Proposal; (ii) engage or engage participate in any discussions or negotiations regarding, or provide any information with respect theretoto or otherwise cooperate in any way with any person (other than the Offeror and its Representatives) regarding any Acquisition Proposal or potential Acquisition Proposal; (iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to the Offeror, the approval or recommendation of this Agreement or the Offer by the Board or any of its committees except where a Material Adverse Effect in respect of ▇▇▇▇▇▇▇ has occurred and the Board of Directors of JNR has determined that, as a consequence of such Material Adverse Effect, it would be inconsistent with their fiduciary duties to continue to recommend the approval of this Agreement or the Offer; (iiiv) approve or recommend, or remain neutral with respect to, or propose publicly propose to approve or recommend, any Acquisition ProposalProposal provided that remaining neutral with respect to an Acquisition Proposal and/or failing to reconfirm its recommendation of this Agreement and the Offer for a period of five Business Days following the public announcement of such Acquisition Proposal shall not constitute a breach of this Section 6.1(a)(iv) or any other provision of this Agreement; (v) accept or enter into, (iii) make or publicly propose to accept or enter into, any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option arrangement or undertaking related to any Acquisition Proposal; or (vi) release any person from or waive or otherwise forebear in the enforcement of any confidentiality or standstill agreement or any other similar Contract relating to an agreement with such person that would facilitate the making or implementation of any Acquisition 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 Proposal. (b) The Company shall immediately cease and cause to be terminated any existing solicitation, encouragementdiscussion, discussion negotiation, encouragement or negotiation activity with any Persons conducted theretofore person (other than the Offeror or any of its Representatives) by such Stockholder the Company or any of its Representatives with respect to any Acquisition Proposal or any potential Acquisition Proposal. Each Stockholder The Company shall promptly notify Parent immediately cease to provide any person (other than the Offeror or any of its Representatives) with access to information concerning the Company in writing respect of any Acquisition Proposal (and in or any event less than 24 hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching such Stockholder with an potential Acquisition Proposal, and a copy request the return or destruction of all confidential information provided to any such Acquisition Proposal person (or, where no such copy is available, a reasonably detailed description of such Acquisition Proposal), including any modifications thereto. Any violation of other than the foregoing restrictions by a Stockholder Offeror or any of its Representatives) that has entered into a confidentiality agreement with the Company relating to any Acquisition Proposal or potential Acquisition Proposal to the extent provided for in such confidentiality agreement and shall use all commercially reasonable efforts to ensure that such requests are honoured. (c) The Company shall ensure that its Representatives are aware of the prohibitions in this Section 6.1 and the Company shall be deemed to be a material responsible for any breach of this Agreement Section 6.1 by such Stockholderits Representatives.

Non-Solicitation. Each Stockholder hereby agrees that Stockholder shall not, (a) PrimeWest and shall not authorize its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, its “Representatives”) to, directly or indirectly, (i) initiate, solicit or knowingly facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect thereto, (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) make any statement or proposal inconsistent with the Company Board Recommendation or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition 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 OpCo shall immediately cease and cause to be terminated all existing discussions and negotiations (including, without limitation, through any solicitationadvisors or other parties on its behalf), encouragementif any, discussion or negotiation with any Persons parties conducted theretofore by such Stockholder or any before the date of its Representatives this Agreement with respect to any Acquisition Proposal and shall immediately request the return or destruction of all information provided to any third parties who have entered into a confidentiality agreement with PrimeWest or OpCo or any other PrimeWest Subsidiary relating to an Acquisition Proposal and shall use all reasonable commercial efforts to ensure that such requests are honoured. Upon execution of this Agreement, PrimeWest and OpCo shall provide Purchaser with a list identifying all parties with which any such confidentiality agreement has been entered into and with the forms thereof. (b) Neither PrimeWest nor OpCo nor any PrimeWest Subsidiary shall, directly or indirectly, do or authorize or permit any of its officers, directors or employees or any financial advisor, expert, accountant, attorney or other agent or representative retained by it to do, any of the following: (i) solicit, facilitate, initiate or encourage any Acquisition Proposal. Each Stockholder ; (ii) enter into or participate in any discussions or negotiations regarding 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) waive, or otherwise forbear in the enforcement of, or enter into or participate in any discussions, negotiations or agreements to waive or otherwise forbear in respect of, any rights or other benefits under confidential information agreements, including, without limitation, any "standstill provisions" thereunder; (iv) accept, recommend, approve or enter into an agreement, understanding, agreement in principle or letter of intent to implement an Acquisition Proposal; or (v) withdraw, change or qualify any of its recommendations or determinations referred to in Section 3.2(o) and 4.2(aaa) in a manner adverse to Purchaser; provided, however, that notwithstanding any other provision hereof, prior to the approval of the Special Resolution, PrimeWest and OpCo and their officers, directors and advisers may: (vi) enter into or participate in any discussions or negotiations with a third party who (without any solicitation, initiation or encouragement, directly or indirectly, after the date of this Agreement, by PrimeWest or OpCo or any of their officers, directors or employees or any financial advisor, expert, attorney, accountant or other representative retained by either of them) seeks to initiate such discussions or negotiations and, subject to execution of a confidentiality and standstill agreement substantially similar to or more restrictive to such third party than the Confidentiality Agreement (provided that such confidentiality agreement shall promptly provide for disclosure thereof (along with all information provided thereunder) to Purchaser as set out below and provided further that such confidentiality agreement shall not include any release of the provisions of Section 12 of the Confidentiality Agreement or any other similar provisions), may furnish to such third party information concerning PrimeWest and the PrimeWest Subsidiaries and their 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 and the PrimeWest Board of Directors has determined in good faith that: (1) funds or other consideration necessary for the Acquisition Proposal are or are likely to be available; (2) after consultation with its financial advisors, the Acquisition Proposal would, if consummated in accordance with its terms, result in a transaction financially superior for the PrimeWest Securityholders to the transaction contemplated by this Agreement (having regard to the conditions to the obligation of the person making the Acquisition Proposal to complete the transactions that are subject to the Acquisition Proposal and all legal, financial, regulatory and other aspects of the proposal, including the financing terms thereof); (3) the Acquisition Proposal is reasonably likely to be consummated; and (4) after receiving the advice of outside counsel, as reflected in minutes of the PrimeWest Board of Directors, the taking of such action is necessary for the PrimeWest Board of Directors in discharge of its fiduciary duties under Applicable Laws (a "Superior Proposal"); and (B) prior to furnishing such information to such third party, PrimeWest and OpCo provide prompt notice to Purchaser to the effect that it is furnishing information to such third party, together with a copy of the confidentiality agreement referenced above, and, if not previously provided to Purchaser, copies of all information provided to such third party concurrently with the provision of such information to such third party; (vii) 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 securityholders; provided that the circular shall not include a recommendation of any other Acquisition Proposal without the PrimeWest Board of Directors first complying with Section above; and/or (viii) 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: (A) the PrimeWest Board of Directors shall have concluded in good faith, after considering all proposals to adjust the terms and conditions of this Agreement as contemplated by Section 3.4(d) and after receiving the advice of outside counsel, as reflected in minutes of the PrimeWest Board of Directors, that the taking of such action is necessary for the board of directors in discharge of its fiduciary duties under Applicable Law; and (B) PrimeWest and OpCo shall have complied with their obligations set forth in Section 3.4(d), terminated this Agreement in accordance with Section 8.1(d) and concurrently therewith paid the amount required by Section to Purchaser. (c) PrimeWest and OpCo shall notify Parent Purchaser orally and in writing of any inquiries, offers or proposals with respect to an Acquisition Proposal and any discussions or negotiations with respect thereto (and in any event less than 24 hours following the receipt of such Acquisition Proposal)which written notice shall include, such notice to include the identity of any Person approaching such Stockholder with an Acquisition Proposalwithout limitation, and a copy of any such proposal (and any amendments or supplements thereto), the identity of the Person making it, if not previously provided to Purchaser, copies of all information provided to such third party and all other information reasonably requested by Purchaser), within 24 hours of the receipt thereof, shall keep Purchaser informed of the status and details of any such inquiry, offer or proposal and answer Purchaser' questions with respect thereto. (d) PrimeWest and OpCo shall give Purchaser, orally and in writing, at least 48 hours advance notice of any decision by the PrimeWest Board of Directors to accept, recommend, approve or enter into an agreement to implement a Superior Proposal, which notice shall confirm that the PrimeWest Board of Directors has determined that such Acquisition Proposal constitutes a Superior Proposal, shall identify the third party making the Superior Proposal and shall provide a true and complete copy thereof (orand any agreements or other documents relating thereto) and any amendments thereto. During such 48 hour period, where no PrimeWest and OpCo agree not to accept, recommend, approve or enter into any agreement to implement such copy is availableSuperior Proposal and not to release the party making the Superior Proposal from any standstill provisions and not to withdraw, redefine, modify or change its recommendation in respect of the Arrangement. In addition, during such 48 hour period, PrimeWest and OpCo shall, and shall cause their financial and legal advisors to, negotiate in good faith with Purchaser and its financial and legal advisors to make such adjustments in the terms and conditions of this Agreement and the Arrangement such that the Acquisition Proposal ceases to constitute a reasonably detailed description Superior Proposal. In the event Purchaser proposes to amend this Agreement and the Arrangement to provide that the PrimeWest Securityholders, shall receive a value per PrimeWest Security equal to or having a value greater than the value per PrimeWest Security provided in the Superior Proposal and so advises the PrimeWest Board of Directors prior to the expiry of such 48 hour period, the PrimeWest Board of Directors 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. For the avoidance of doubt, each material revision to an Acquisition ProposalProposal shall be considered a new Acquisition Proposal for purposes of this . (e) Purchaser agrees that all information that may be provided to it by PrimeWest or OpCo with respect to any Superior Proposal pursuant to this Section shall be treated as if it were "Confidential Information" as that term is defined in the Confidentiality Agreement, subject to the exclusions thereto set forth in clauses 1(c)(iiii), including any modifications thereto. Any violation (iv), (v) and (vi) thereof, and shall not be disclosed or used except in accordance with the provisions of the foregoing restrictions Confidentiality Agreement or in order to enforce its rights under this Agreement in legal proceedings. Purchaser confirms that it and the directors, officers, employees, advisors, counsel and consultants of Purchaser are "Representatives" for purposes of the Confidentiality Agreement. (f) Each Party shall ensure that its Subsidiaries’ officers, directors and employees and any investment bankers, experts, accountants, attorneys or other advisers or representatives retained by a Stockholder or any it are aware of its Representatives the provisions of this Section and PrimeWest shall be deemed to be a material responsible for any breach of this Agreement Section by any such Stockholderofficers, directors, employees, investment bankers, experts, accountants, attorneys, advisers or representatives.