Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder Stockholder hereby agrees that the Shareholder Stockholder shall not, nor shall it authorize any of his its or her its controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her its “Representatives”) to, directly or indirectly, (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder Stockholder to abandon, terminate or breach his or her its obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder Stockholder shall, and shall direct his or her its Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder Stockholder or any of his or her its Representatives with respect to any Takeover Proposal. The Shareholder Stockholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder Stockholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder Stockholder (other than the Company) or any of the ShareholderStockholder’s or his or her its controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the ShareholderStockholder.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder (a) Stockholder shall not, nor shall it cause each of its Subsidiaries not to, and shall not authorize or permit any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) its Representatives to, directly or indirectly, (ai) solicit, initiate, propose initiate or knowingly encourage, induce or take facilitate any other action to knowingly facilitate, any Takeover Acquisition Proposal or any inquiries or offers or the making of any inquiry, proposal or any other effort or attempt offer that could may reasonably be expected to lead to a Takeover an Acquisition Proposal, (bii) enter intofurnish any nonpublic information regarding the Company or afford access to the Company’s business, continue properties, assets, books or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect records to, or otherwise knowingly cooperate in any way with, any Third Party that is reasonably expected to make, or is otherwise seeking to make, or has made, an Acquisition Proposal, or (iii) participate in any discussions or negotiations with any Person with respect toThird Party that is reasonably expected to make, or has made, an Acquisition Proposal, regarding an Acquisition Proposal; provided that, notwithstanding anything to the contrary in this Agreement, any Takeover Proposal or any inquiries or offers or such Person may (A) seek to clarify the making terms and conditions of any inquiry, proposal or any other efforts offer to determine whether such inquiry, proposal or attempt that could offer may reasonably be expected to lead to a Takeover Proposal, Superior Proposal (c) approve or recommend, or publicly propose it being understood that any such communications with any such Third Party shall be limited to approve or recommend, any Takeover Proposal, (d) make any statement the clarification of the original inquiry or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, made by such Third Party and shall direct his not include (x) any negotiations or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives similar discussions with respect to such inquiry, proposal or offer or (y) such Person’s view or position with respect thereto) and (B) inform any Takeover ProposalPerson that makes an Acquisition Proposal of the restrictions imposed by the provisions of this Section 3.02. The Shareholder Stockholder shall as promptly as possible (and but in any event within 24 hoursone (1) Business Day) advise the Company and Spectrum of any Acquisition Proposal received by Stockholder, the material terms and conditions of any such Acquisition Proposal (iincluding any material changes thereto) notify Parent of and the identity of the Person making any Person approaching such Acquisition Proposal. Without limiting the Shareholder with a Takeover Proposal or indication by any Person that foregoing, it is considering making a Takeover Proposal and (ii) provide Parent a copy agreed that, if any Representative of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) Stockholder or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be its Subsidiaries takes any action that would constitute a breach of this Section 3.03 3.02 if it were authorized or permitted by Stockholder, such action shall constitute a breach of this Section 3.02 by Stockholder, whether or not such action shall have been authorized or permitted by Stockholder or any of its Subsidiaries, unless such Representative has agreed (in any capacity) in a writing enforceable by such party not to take any such action. Notwithstanding the Shareholderrestrictions set forth above in this Section 3.02(a), in the event that Stockholder receives, after the date of this Agreement and prior to obtaining the Xxxxxx Stockholder Approval, a bona fide written Acquisition Proposal that did not result from any breach of this Section 3.02 and that the board of directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) to be, or to be reasonably expected to lead to, a Superior Proposal, Stockholder may (1) engage in negotiations with, furnish any information with respect to the Company and its Subsidiaries to, and afford access to the business, properties, assets, books or records of the Company and its Subsidiaries to, the Person or group (and their respective Representatives) making such Acquisition Proposal; provided, that prior to furnishing any such information, Stockholder (x) receives from such Person or group an executed confidentiality agreement containing terms and restrictions that are customary for confidentiality agreements executed in similar circumstances and (y) provides prior written notice to Spectrum and the Company; provided, further, that all such information is provided or made available to Spectrum and the Company (to the extent not previously provided or made available) substantially concurrently with it being provided or made available to such Third Party.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder Each Stockholder hereby agrees that the Shareholder Stockholder shall not, nor and shall it not authorize any of his or her controlled Affiliates’ directors, officers, employees, its representatives and agents (including its investment bankers, attorneys, accountants or other advisors or representatives attorneys and accountants) (collectively, his or her its “Representatives”) to, directly or indirectly, (ai) solicit, initiate, propose solicit or encourageknowingly facilitate or encourage (including by way of providing information) the submission of any inquiries, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries proposals or offers or the making of any proposal or any other effort efforts or attempt attempts that could constitute, or may reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Acquisition Proposal or engage in any inquiries discussions or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposalnegotiations with respect thereto, (cii) approve or recommend, or publicly propose to approve or recommend, any Takeover Acquisition Proposal, (diii) make any statement or proposal inconsistent with the Company Board Recommendation or (eiv) 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 Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement Contract or agreement in principle requiring the Shareholder such Stockholder to abandon, terminate or breach his or her its obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and Each Stockholder shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations any solicitation, encouragement, discussion or negotiation with any Person Persons conducted prior to the execution of this Agreement theretofore by or on behalf of the Shareholder such Stockholder or any of his or her its Representatives with respect to any Takeover Acquisition Proposal. The Shareholder Each Stockholder shall as promptly as possible notify Parent in writing of any Acquisition Proposal (and in any event within less than 24 hours) (i) notify Parent hours following the receipt of such Acquisition Proposal), such notice to include the identity of any Person approaching the Shareholder such Stockholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal an Acquisition Proposal, and (ii) provide Parent a copy of any such Takeover Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Acquisition Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) a Stockholder or any of the Shareholder’s or his or her controlled Affiliates’ its Representatives (other than the Company’s Representatives) shall be deemed to be a material breach of this Section 3.03 Agreement by the Shareholdersuch Stockholder.

Non-Solicitation. Except as set forth in Section 4.05 hereof, (a) Each of the Shareholder hereby agrees that the Shareholder Parties shall not, nor and shall it authorize any of his or her cause its Subsidiaries (if any) and its controlled Affiliates’ directors, Affiliates and its and their respective officers, employeesdirectors and employees not to, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (a) solicit, initiate, propose or encourage, initiate or take any other action to knowingly facilitate, facilitate (including by way of providing non-public information) or knowingly encourage or induce the submission of any Takeover Parent Acquisition Proposal or any inquiries inquiry or offers or the making of any proposal or any other effort or attempt that could would reasonably be expected to lead to a Takeover Parent Acquisition Proposal, (b) enter into, continue into or otherwise participate in any communications discussions or negotiations regardingwith, furnish any information relating to Parent or any of its Subsidiaries, or furnish afford access to the business, properties, assets, books or records of Parent or any Person any information with respect of its Subsidiaries to, or otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, facilitate or knowingly encourage any Person with respect toeffort by, any Takeover Third Party that such Shareholder Party knows, or should reasonably be expected to know, is considering, seeking to make, or has made, a Parent Acquisition Proposal or any inquiries inquiry or offers or the making of any proposal or any other efforts or attempt that could may reasonably be expected to lead to a Takeover Parent Acquisition Proposal, (c) approve enter into or recommendapprove, recommend or publicly propose declare advisable for such Shareholder Party (or any of its Subsidiaries or controlled Affiliates) to approve execute or recommendenter into, any Takeover Proposalagreement, letter of intent, understanding, agreement in principle or other similar arrangement in connection with any Parent Acquisition Proposal or (d) make resolve, propose or agree to do any statement or proposal inconsistent with of the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring foregoing. Each of the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder Parties shall, and shall direct his or her Representatives cause its Subsidiaries (if any), its controlled Affiliates and its and their respective officers, directors and employees to, and shall use reasonable best efforts to cause its and their Representatives to immediately cease and cause to be terminated any and all existing communications and negotiations activities, discussions or negotiations, if any, with any Person Third Party conducted prior to the execution date of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Parent Acquisition Proposal. The In addition, each of the Shareholder Parties shall as notify the Company promptly as possible (and but in any no event within 24 later than twenty-four (24) hours) after receipt by such Shareholder Party (or any of its controlled Affiliates or Representatives) of any Parent Acquisition Proposal (including material modifications thereto) or any request for information relating to Parent or any of its Subsidiaries or for access to the business, properties, assets, books or records of Parent or any of its Subsidiaries by any Third Party that, to the knowledge of such Shareholder Party, is considering making or has made, a Parent Acquisition Proposal, which notice shall be provided in writing and shall include a written summary of (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal material correspondence relating thereto and (ii) provide the material terms and conditions of such Parent a copy of any such Takeover Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any material modifications thereto), unlesssubject, in each case, to the Company has previously provided such notice and such copy to Parent. Any violation terms of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the ShareholderAcceptable Confidentiality Agreement.

Non-Solicitation. Except as set forth in Section 4.05 hereof, to the Shareholder hereby agrees extent that the Shareholder Company or its Board of Directors is permitted to do so under the Merger Agreement, but subject to any limitations imposed on the Company or its Board of Directors under the Merger Agreement, such Stockholder agrees, solely in its capacity as a stockholder of the Company, that it shall not, nor and shall it authorize cause its Affiliates and shall use its reasonable best efforts to cause its and their respective Representatives not to (i) directly or indirectly initiate or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information relating to the Company or any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”its Subsidiaries) to, directly or indirectly, (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making or submission of any proposal that constitutes, or any other effort or attempt that could reasonably be expected to lead to, an Acquisition Proposal with respect to a Takeover Proposalthe Company, (bii) enter into, continue participate or otherwise participate engage in any communications discussions or negotiations regardingwith, or furnish disclose any non-public information or data relating to the Company or any of its Subsidiaries to any Person any information that has made an Acquisition Proposal with respect to the Company or to any Person in contemplation of making an Acquisition Proposal with respect to the Company, or (iii) approve, endorse or recommend (or publicly propose to approve, endorse or recommend) an Acquisition Proposal with respect to the Company or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal that is intended to or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommendto, any Takeover Proposal, (d) make any statement or proposal inconsistent Acquisition Proposal with respect to the Company Recommendation or (eB) enter into any Acquisition Agreement constituting or relating torequiring, intending to cause, or which is intended could reasonably be expected to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring cause the Shareholder Company to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions Merger or any other transaction contemplated herebyby the Merger Agreement. The Shareholder shallEach Stockholder will, and shall direct his or her will cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing communications and any discussions or negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives heretofore with respect to any Takeover ProposalAcquisition Proposal with respect to the Company. The Shareholder Nothing contained in this Section 3(e) shall as promptly as possible (and in prevent any event within 24 hours) (i) notify Parent Person affiliated with such Stockholder who is a director or officer of the identity Company or designated by such Stockholder as a director of any Person approaching officer of the Shareholder with Company from taking actions in his capacity as a Takeover Proposal director or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy officer of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request)the Company, including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including taking any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation actions permitted under Section 5.4 of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the ShareholderMerger Agreement.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder Each Stockholder shall not, nor and shall it authorize any of his instruct his, her or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) its Representatives not to, directly or indirectly, indirectly (a) solicit, initiate, propose solicit or encourageknowingly encourage any inquiries, discussions or proposals regarding any Alternative Proposal (including by providing non-public information to any Person for the purpose of making, evaluating, or determining whether to make or pursue, any inquiries or proposals with respect to any Alternative Proposal), (b) continue, propose, enter into or participate in any way in negotiations or discussions with respect to any Alternative Proposal, or (c) enter into any letter of intent, agreement in principle, acquisition agreement or other agreement or understanding providing for any Alternative Proposal; provided, however, that 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 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 the Company regarding such Alternative Proposal or otherwise facilitate or fully participate in such Alternative Proposal, (iv) take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably would be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with permissible for the Company Recommendation to take under Section 6.2 of the Merger Agreement or (ev) enter into to take any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives action with respect to any Takeover Alternative Proposal. The Shareholder shall as promptly as possible , 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 in any event within 24 hours(v) (i) notify Parent above if, and only during such time as, the Company is permitted, under Section 6.2 of the identity of any Person approaching the Shareholder Merger Agreement, to have discussions or negotiations with a Takeover Proposal or indication by any Person that it is considering making a Takeover respect to such Alternative Proposal and (iiy) provide Parent a copy no Stockholder shall be bound by the provisions of this Section 12 from the date of this Agreement until the Solicitation Period End Time with respect to any such Takeover Proposal (oraction taken at the direction, where no such copy is availableor with the permission, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted the Transaction Committee in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each casewith an action that the Transaction Committee, the Company has previously provided such notice and such copy Board or the Company is permitted to Parent. Any violation take under Section 6.2 of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the ShareholderMerger Agreement.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder shall not(a) Neither BIZ nor Litronic will, nor shall will it authorize or permit any officer, director, employee, consultant or contractor of his or her controlled Affiliates’ directorsany investment banker, officersattorney, employees, investment bankers, attorneys, accountants accountant or other advisors advisor or representatives (collectivelyrepresentative of, his or her “Representatives”) either party to, directly or indirectly, (ai) solicit, initiate, propose initiate or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or encourage the making submission of any proposal Acquisition Proposal (as hereinafter defined) or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposal, (bii) enter into, continue or otherwise participate in any communications discussions or negotiations regarding, or furnish to any Person person any information with in respect toof, or otherwise knowingly cooperate in take any way with any Person with respect toother action to facilitate, any Takeover Acquisition Proposal or any inquiries or offers or the making of any proposal that constitutes, or any other efforts or attempt that could may reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover 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 or enter into any agreement or agreement in principle requiring (including the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate material terms and conditions thereof and the transactions contemplated hereby. The Shareholder shallidentity of the person making it) as promptly as practicable after its receipt thereof, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations provide the other party with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform the other party on a prompt basis of the status of any discussions or negotiations with such Takeover Proposal (ora third party, where no such copy is available, a reasonably detailed description and any material changes to the terms and conditions of such Takeover Acquisition Proposal, indicationand shall promptly give the other party a copy of any information delivered to such person which has not previously been reviewed by the other party. Immediately after the execution and delivery of this Agreement, inquiry each of BIZ and Litronic will, and will use its reasonable best efforts to cause its affiliates, and their respective officers, directors, employees, consultants, contractors, investment bankers, attorneys, accountants and other agents and representatives to, cease and terminate any existing activities, discussions or request), including draft agreements negotiations with any parties conducted heretofore in respect of any possible Acquisition Proposal. Each of BIZ and Litronic shall take all necessary steps to promptly inform the individuals or term sheets submitted entities referred to in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach first sentence of this Section 3.03 by 7.8 of the Shareholder.obligations undertaken in this Section 7.8. "

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder shall not, nor and shall it authorize any of his or her controlled cause its Affiliates’ directors, officers, employees, representatives and agents (including its investment bankers, attorneys, accountants or other advisors or representatives attorneys and accountants) (collectively, his or her its “Representatives”) not to, directly or indirectly, (ai) encourage, solicit, initiate, propose endorse or encourageinduce in any way the submission or announcement of any inquiries, proposals or offers or any other efforts or attempts that constitute, or could reasonably be expected to lead to, any Acquisition Proposal, (ii) enter into, continue or participate in any discussions or negotiations with, or provide any information to, or afford any access to the properties, books or records of DouYu or any of its Subsidiaries to, or enter into any agreement with, any person (other than Huya, Tencent or Merger Sub or any of their respective Representatives) relating to any inquiries, proposals or offers or any other efforts or attempts that constitute, or could reasonably be expected to lead to, any Acquisition Proposal, or (iii) otherwise cooperate with or participate in, or assist or facilitate or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue assist or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect tofacilitate, any Takeover Proposal or any inquiries inquiries, proposals or offers or the making of any proposal or any other efforts or attempt attempts that constitute, or could reasonably be expected to lead to a Takeover to, any Acquisition Proposal, (c) approve or recommendany discussions or negotiations in relation thereto. Shareholder shall immediately cease any existing activities, actions, discussions or negotiations conducted heretofore with respect to any inquiries, proposals or offers or any other efforts or attempts that constitute, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is could reasonably likely be expected to lead to, any Takeover Proposal Acquisition Proposal. Shareholder shall immediately communicate to Huya and Tencent the terms of any inquiries, proposals or enter into offers or any agreement other efforts or agreement in principle requiring the Shareholder attempts that constitute, or could reasonably be expected to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives lead to, immediately cease any Acquisition Proposal and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the person making such inquiry, proposal, offer, effort or attempt. Shareholder with shall keep Huya and Tencent fully informed, on a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal current basis, of the status and (ii) provide Parent a copy terms of any such Takeover Proposal (orinquiry, where no such copy is availableproposal, a reasonably detailed description of such Takeover Proposaloffer, indication, inquiry effort or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parentattempt. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ its Representatives (other than the Company’s Representatives) shall be deemed to be a material breach of this Section 3.03 Agreement by the Shareholder.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder and its subsidiaries shall not, nor and shall it authorize any of his or her controlled Affiliates’ use their best efforts to cause their officers, directors, officers, employees, investment bankers, attorneys, accountants employees or other advisors or representatives (collectively, his or her “Representatives”) agents not to, directly or indirectly, (ai) take any action to solicit, initiate, propose initiate or knowingly encourage, induce or take facilitate any other action to knowingly facilitate, any Takeover Acquisition Proposal or any inquiries or offers or the making of any inquiry, proposal or any other effort or attempt offer that could may reasonably be expected to lead to a Takeover an Acquisition Proposal, (bii) enter intofurnish or disclose any nonpublic information relating to Milan or any of its Subsidiaries or afford access to the properties, continue books or otherwise participate in records of Milan or any communications or negotiations regarding, or furnish to any Person any information with respect of its Subsidiaries to, or otherwise knowingly cooperate in any way with with, any Person with respect tothat may be considering making, any Takeover is otherwise seeking to make, or has made, an Acquisition Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected has agreed to lead to a Takeover endorse an Acquisition Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (eiii) enter into participate in any Acquisition Agreement constituting discussions or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior third party that is reasonably expected to the execution of this Agreement by make, or on behalf of the Shareholder or any of his or her Representatives has made, an Acquisition Proposal, regarding an Acquisition Proposal, in each case other than with respect to any Takeover Proposalan Acquisition Proposal that has been made for 100% of the issued and outstanding share capital of Milan. The Shareholder shall as will promptly as possible (and but in any event within 24 hoursfive (5) (iBusiness Days) notify Parent the Company upon receipt of the identity of an Acquisition Proposal or any indication that any Person approaching the Shareholder with a Takeover is considering making an Acquisition Proposal or indication any request for nonpublic information relating to Milan or any of its Subsidiaries or for access to the properties, books or records of Milan or any of its Subsidiaries by any Person that it is may be considering making a Takeover making, or has made, an Acquisition Proposal and (ii) provide Parent a copy will keep the Company fully informed of the status and details of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Acquisition Proposal, indication, inquiry indication or request), including draft agreements or term sheets submitted in connection therewith (or, where no the identity of the Person making such copy is available, a reasonably detailed description of such Takeover Acquisition Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) indication or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholderrequest.

Non-Solicitation. Except as set forth in Section 4.05 hereofFrom the date of this Agreement until the Effective Time or, if earlier, the Shareholder hereby agrees that valid termination of this Agreement in accordance with Section 11.01, the Shareholder Company shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, : (a) solicit, initiate, propose solicit or encourageknowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or take any other action to knowingly facilitatethe making of, any Takeover inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (b) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to any of its properties, books or records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (c) furnish any non-public information regarding the Company or any of its Subsidiaries or access to any of the properties, assets or employees of the Company or any of its Subsidiaries to any Person with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (d) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (e) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal; (f) submit any Acquisition Proposal to the stockholders of the Company; or (g) resolve or agree to do any of the foregoing. The Company also agrees that, immediately following the execution of this Agreement, it shall, and shall cause each of its Subsidiaries to and shall use its reasonable best efforts to cause its and their respective Representatives to, (i) cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with any Acquisition Proposal or any inquiries inquiry or offers or the making of any proposal or any other effort or attempt request for information that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in result in, an Acquisition Proposal and (ii) terminate access to any way with any Person with respect to, any Takeover Proposal physical or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement electronic data room maintained by or on behalf of the Shareholder Company or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (its Subsidiaries and in any event within 24 hours) (i) notify Parent three Business Days of the identity execution of any Person approaching the Shareholder with a Takeover Proposal or indication by any this Agreement, instruct each Person that it is considering making has prior to the date hereof executed a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted confidentiality agreement in connection therewith (or, where no such copy is available, a reasonably detailed description with its consideration of such Takeover Proposal, including any modifications thereto), unless, in each case, acquiring the Company has previously provided to return or destroy all confidential information furnished to such notice and such copy to Parent. Any violation Person by or on behalf of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) it or any of its Subsidiaries prior to the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholderdate hereof.

Non-Solicitation. Except as set forth in Section 4.05 hereof, (a) Each of the Shareholder hereby Company and Parent agrees that the Shareholder it shall not, nor and shall it authorize any of his or her controlled Affiliatescause its Subsidiaries not to, and shall use its reasonable best efforts to cause its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) Representatives not to, directly or indirectly, : (ai) solicit, initiate, propose seek or encourage, knowingly encourage (including by way of furnishing information) or knowingly take any other action designed to knowingly facilitate, any Takeover Proposal or facilitate any inquiries or offers or the making or submission of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Acquisition Proposal, (bii) enter intofurnish any nonpublic information regarding it or any of its Subsidiaries to any person (other than the other parties to this Agreement) in connection with or in response to an Acquisition Proposal, continue (iii) engage or otherwise participate in any communications discussions or negotiations regarding, or furnish with any person (other than the other parties to this Agreement) with respect to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Acquisition Proposal, (civ) approve approve, endorse or recommend, or publicly propose to approve or recommend, recommend any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation Acquisition Proposal or (ev) enter into any letter of intent, agreement in principle or other agreement providing for any Acquisition Agreement constituting Transaction (except as contemplated by Section 7.1(i)); provided, however, that this Section 5.3 shall not prohibit (A) Parent and the Company, or relating their respective Boards of Directors, directly or indirectly through any affiliate, director, officer, employee or Representative, prior to the receipt of such party’s Stockholder Approval, from furnishing nonpublic information regarding such party or any of such party’s respective Subsidiaries to, or which is intended to entering into or is reasonably likely to lead toparticipating in discussions or negotiations with, any Takeover person in response to (x) an unsolicited, written Acquisition Proposal that the Board of Directors of such party concludes in good faith, after consultation with its financial advisors, constitutes or could reasonably lead to a Superior Offer, or (y) an unsolicited inquiry relating to a Acquisition Proposal by a person that the Board of Directors of such party determines is credible and reasonably capable of making a Superior Offer (an “Inquiry”), if (1) such Acquisition Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be Inquiry did not result from a breach of this Section 3.03 5.3(a) (other than any such breach that is unintentional and immaterial in effect), (2) such party gives to the other party the notice required by Section 5.3(b) and (3) such party furnishes any nonpublic information provided to the Shareholdermaker of the Acquisition Proposal or Inquiry only pursuant to a confidentiality agreement between such party and such person on terms no less favorable to the other party than the Confidentiality Agreement (provided that such confidentiality agreement shall not in any way restrict such party from complying with its disclosure obligations under this Agreement, including with respect to such proposal), and such furnished information is delivered promptly to the other party (to the extent such information has not been previously furnished or made available by such party to the other party) or (B) Parent and the Company from taking and disclosing to its respective stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to any Acquisition Proposal; provided, however, that compliance with such rules shall not in any way limit or modify the effect that any action taken pursuant to such rules has under any other provision of this Agreement and in no event shall such party or such party’s Board of Directors or a committee thereof take any action that would constitute a Change of Recommendation in respect of a Company Acquisition Proposal other than in compliance with Section 5.3(d).

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder Stockholder hereby agrees that during and for the Shareholder term of this Agreement, the Stockholder shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) its Representatives to, directly or indirectly, (a) solicit, initiate, propose knowingly encourage or encourageknowingly facilitate the making, submission or take announcement of any other action Acquisition Proposal with respect to knowingly facilitate, any Takeover Proposal the Company or any inquiries or offers or Acquisition Inquiry with respect to the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposal, Company; (b) enter into, continue knowingly furnish any information regarding any of the Company or otherwise participate in any communications or negotiations regarding, or furnish of its Subsidiaries to any Person any information in connection with or in response to an Acquisition Proposal with respect to, to the Company or otherwise knowingly cooperate Acquisition Inquiry with respect to the Company; (c) engage in any way discussions or negotiations with any Person relating to any Acquisition Proposal with respect to, any Takeover Proposal to the Company or any inquiries or offers or Acquisition Inquiry with respect to the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, Company; (d) approve, endorse or recommend any Acquisition Proposal with respect to the Company or any Acquisition Inquiry with respect to the Company; (e) make any public statement or proposal inconsistent with contrary to the Company Board Recommendation unless the Stockholder reasonably believes after consultation with legal counsel that such public statement is required under applicable Legal Requirements; or (ef) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Agreement constituting Transaction or relating to, or which is intended any Acquisition Inquiry with respect to or is reasonably likely to lead to, any Takeover Proposal the Company or enter into any agreement or agreement in principle requiring the Shareholder Stockholder to abandon, terminate or breach his or her its obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder Stockholder shall, and shall direct his or her advise its Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder Stockholder or any of his or her its Representatives with respect to any Takeover Acquisition Proposal. The Shareholder shall as promptly as possible (and in failure of any event within 24 hours) (i) notify Parent director, officer or employee of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal Stockholder to cease and (ii) provide Parent a copy of any terminate such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice communications and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) negotiations shall be deemed to be a breach by the Stockholder of this Section 3.03 by the ShareholderAgreement.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, (a) The Company agrees that neither it nor any of the Company Subsidiaries shall, and the Company shall use its reasonable best efforts to, and shall cause each of the Company Subsidiaries to use their respective reasonable best efforts to, cause their respective Representatives not to (i) directly or indirectly initiate or solicit, initiate, propose or encourage, knowingly encourage or take knowingly facilitate (including by way of furnishing non-public information relating to the Company or any other action to knowingly facilitate, any Takeover Proposal or of the Company Subsidiaries) any inquiries or offers or the making or submission of any proposal that constitutes, or any other effort or attempt that could reasonably be expected to lead to, an Acquisition Proposal with respect to a Takeover Proposalthe Company, (bii) enter into, continue participate or otherwise participate engage in any communications discussions or negotiations regardingwith, or furnish disclose any non-public information or data relating to the Company or any of the Company Subsidiaries or afford access to the properties, books or records of the Company or any of the Company Subsidiaries to any Person any information that has made an Acquisition Proposal with respect to the Company or to any Person in contemplation of making an Acquisition Proposal with respect to the Company, or (iii) accept an Acquisition Proposal with respect to the Company or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal that is intended to or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommendto, any Takeover Proposal, (d) make any statement or proposal inconsistent Acquisition Proposal with respect to the Company Recommendation (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.4) or (eB) enter into any Acquisition Agreement constituting or relating torequiring, intending to cause, or which is intended could reasonably be expected to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring cause the Shareholder Company to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions Merger or any other transaction contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of by this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is availableeach, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request“Company Acquisition Agreement”), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by the Company Subsidiaries or by any controlled Affiliate Representatives of the Shareholder (other than the Company) Company or any of the Shareholder’s Company Subsidiaries, whether or his not such Representative is so authorized and whether or her controlled Affiliates’ Representatives (other than not such Representative is purporting to act on behalf of the Company’s Representatives) Company or any of the Company Subsidiaries or otherwise, shall be deemed to be a breach of this Section 3.03 Agreement by the ShareholderCompany. 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) in the first sentence of this Section 5.4(a) with respect to a third party if (w) after the date of this Agreement, the Company receives a written Acquisition Proposal with respect to the Company from such third party (and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or knowingly facilitated by the Company or any of the Company Subsidiaries or any of their respective Representatives and did not result from a material breach of this Section 5.4(a)), (x) the Company provides Parent the notice required by Section 5.4(g) with respect to such Acquisition Proposal, (y) the Company Board determines in good faith (after consultation with the Company’s financial advisors and outside legal counsel) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal with respect to the Company, and (z) the Company Board determines in good faith (after consultation with the Company’s outside legal counsel) that the failure to participate in such discussions or negotiations or to disclose such information or data to such third party would be inconsistent with its fiduciary duties under Delaware law; provided that the Company shall not deliver any information to such third party without first entering into an Acceptable Confidentiality Agreement (a copy of which shall be provided for informational purposes only to Parent) with such third party. Nothing contained in this Section 5.4 shall prohibit the Company or the Company Board from taking and disclosing to the Company Stockholders a position relating to an Acquisition Proposal with respect to the Company pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case, if the Company Board determines, in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under Delaware law or applicable Law; provided that this sentence will not be deemed to permit the Company Board to make a Company Adverse Recommendation Change, except to the extent permitted by Section 5.4(b) or Section 5.4(c).

Non-Solicitation. Except as set forth in Section 4.05 hereof, to the Shareholder hereby agrees extent that the Shareholder Company or its Board of Directors is permitted to do so under the Merger Agreement, but subject to any limitations imposed on the Company or its Board of Directors under the Merger Agreement, such Stockholder agrees, solely in its capacity as a stockholder of the Company, that it shall not, nor and shall it authorize cause its Affiliates and shall use its reasonable best efforts to cause its and their respective Representatives not to (i) directly or indirectly initiate or solicit, or knowingly encourage or knowingly facilitate (including by way of furnishing non-public information relating to the Company or any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”its Subsidiaries) to, directly or indirectly, (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making or submission of any proposal that constitutes, or any other effort or attempt that could reasonably be expected to lead to, an Acquisition Proposal with respect to a Takeover Proposalthe Company, (bii) enter into, continue participate or otherwise participate engage in any communications discussions or negotiations regardingwith, or furnish disclose any non-public information or data relating to the Company or any of its Subsidiaries, to any Person any information that has made an Acquisition Proposal with respect to the Company or to any Person in contemplation of making an Acquisition Proposal with respect to the Company, or (iii) accept an Acquisition Proposal with respect to the Company or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or otherwise knowingly cooperate in any way with any Person with respect that is intended to or would reasonably be expected to lead to, any Takeover Acquisition Proposal with respect to the Company or any inquiries (B) requiring, intending to cause, or offers or the making of any proposal or any other efforts or attempt that which could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with cause the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions Integrated Mergers or any other transaction contemplated herebyby the Merger Agreement. The Shareholder shallEach Stockholder will, and shall direct his or her will cause its Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing communications and any discussions or negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives heretofore with respect to any Takeover ProposalAcquisition Proposal with respect to the Company. The Shareholder Nothing contained in this Section 3(e) shall as promptly as possible (and in prevent any event within 24 hours) (i) notify Parent Person affiliated with such Stockholder who is a director or officer of the identity Company or designated by such Stockholder as a director of any Person approaching officer of the Shareholder with Company from taking actions in his capacity as a Takeover Proposal director or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy officer of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request)the Company, including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including taking any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation actions permitted under Section 5.4 of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the ShareholderMerger Agreement.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder Stockholder hereby agrees that the Shareholder Stockholder shall not, nor and shall it authorize any of his or her controlled Affiliates’ cause its officers, directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives agents (collectively, his or her its “Representatives”) not to, directly or indirectly, (ai) solicit, initiate, propose propose, knowingly facilitate or encourageencourage (including by providing nonpublic information) any inquiries, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries proposals or offers or the making of any proposal or any other effort efforts or attempt attempts that could constitute or would reasonably be expected to lead to a Takeover any Competing Proposal, (bii) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person person any material nonpublic information with respect to, or otherwise knowingly cooperate in any way with any Person with respect toinquiries, any Takeover Proposal or any inquiries proposals or offers or the making of any proposal or any other efforts or attempt attempts that could constitute or would reasonably be expected to lead to a Takeover any Competing Proposal, (ciii) approve engage, continue or participate in discussions or negotiations with any person with respect to any inquiries, proposals or offers or any other efforts or attempts that constitute or would reasonably be expected to lead to any Competing Proposal, (iv) approve, endorse or recommend, or publicly propose to approve approve, endorse or recommend, any Takeover Competing Proposal, (dv) make any public statement or proposal inconsistent with the Company Recommendation Recommendation, or (evi) enter into any Acquisition Agreement constituting merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar document relating to, or which is intended to or is reasonably likely to lead to, any Takeover a Competing Proposal or enter into any agreement or agreement in principle requiring the Shareholder Stockholder to abandon, terminate or breach his or her its obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and Stockholder shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations any solicitation, encouragement, discussion or negotiation with any Person Persons conducted prior to the execution of this Agreement by or on behalf of the Shareholder Stockholder or any of his or her its Representatives with respect to any Takeover Competing Proposal. The Shareholder Stockholder shall as promptly as possible (and in any no event within 24 hourslater than twenty-four (24) (ihours following Stockholder’s receipt or knowledge of such Competing Proposal) notify Parent orally of any Competing Proposal that any Person made to Stockholder, including the identity of any Person approaching the Shareholder such Person, and promptly thereafter notify Parent in writing with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent such notice to include a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Competing Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Competing Proposal), including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder (a) The Company shall not, nor and shall it cause its Subsidiaries not to, and shall not authorize any of his or her controlled Affiliatesknowingly permit its and its Subsidiaries’ directors, officers, employees, advisors and investment bankersbankers (with respect to any Person, attorneys, accountants or other advisors or representatives (collectively, his or her the foregoing Persons are referred to herein as such Person’s “Representatives”) to, directly or indirectly, (ai) solicit, initiate, propose initiate or encourage, or knowingly take any other action to knowingly facilitate, facilitate or encourage the submission of any Takeover Company Acquisition Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover any Company Acquisition Proposal, or (ii) subject to Section 5.4(b), (A) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Company Acquisition Proposal, (bB) enter into, continue (1) amend or otherwise participate in grant any communications waiver or negotiations regardingrelease under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries or (2) approve any transaction under, or furnish to any Person any information with respect tothird party becoming an “interested stockholder” under, Section 203 of the DGCL, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (eC) enter into any Acquisition Agreement constituting or relating toagreement in principle, or which is intended to or is reasonably likely to lead toletter of intent, any Takeover Proposal or enter into any term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or agreement in principle requiring the Shareholder other Contract relating to abandonany Company Acquisition Proposal (each, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated herebya “Company Acquisition Agreement”). The Shareholder Company shall, and shall direct his or her Representatives to, cause its Subsidiaries to cease immediately cease and cause to be terminated terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing communications and negotiations activities, discussions or negotiations, if any, with any Person third party conducted prior to the execution date hereof with respect to any Company Acquisition Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of this Agreement non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Shareholder Company and its Subsidiaries to return or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible destroy (and in any event within 24 hoursconfirm destruction of) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any all such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholderinformation.

Non-Solicitation. Except as set forth in Without limiting the provisions of Section 4.05 14 hereof, each Shareholder, whether acting individually or as an agent of the Shareholder hereby Company, agrees that the such Shareholder shall notnot (and shall, nor shall it authorize any subject to the provisions of his or her controlled Affiliates’ directorsSection 14 hereof, officerscause each affiliate, employeesagent, investment bankers, attorneys, accountants trustee or other advisors or representatives (collectively, Person acting on his or her “Representatives”) behalf not to), directly or indirectly, (ai) initiate, solicit, initiatepropose, propose endorse, encourage (including by way of furnishing or encourage, disclosing information) or take any other action to knowingly facilitate, any Takeover Proposal or facilitate any inquiries or offers or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to any inquiries, discussions or the making of any proposal (other effort than the Transactions) with respect to any Acquisition Proposal, (ii) engage in, continue or attempt otherwise participate in any discussions or negotiations regarding, or provide any information or data concerning the Company or any of its Subsidiaries to any Person relating to, any Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to a Takeover an Acquisition Proposal, (b) enter into, continue or otherwise participate in provide any communications information or negotiations regarding, data concerning the Company or furnish any of its Subsidiaries to any Person pursuant to any information with respect tocommercial arrangement, joint venture arrangement, or otherwise knowingly cooperate in any way with any other existing agreement or arrangement if it is reasonably likely that the Person with respect to, any Takeover receiving the confidential information could use such information for purposes of evaluating or developing an Acquisition Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (eiii) enter into any Acquisition Agreement constituting contract, agreement or arrangement with any party, in such Shareholder's capacity as a Shareholder, concerning or relating to, or which is intended to or is reasonably likely to lead to, any Takeover an Acquisition Proposal or enter into any agreement or agreement in principle requiring the such Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate or vote against the Transaction, other than, in each case with Parent, Subco and their respective representatives and agents. Notwithstanding the foregoing, it is acknowledged and agreed that, solely with respect to actions taken by any Shareholder prior to the date hereof (including in connection with the furtherance of any Acquisition Proposal directly or indirectly by such Shareholder), such actions shall not be taken into account for purposes of determining whether any breach by such Shareholder under this Agreement resulted in the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to under the execution of this Arrangement Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholderfrom not being consummated.

Non-Solicitation. Except (a) The Company agrees that, except as set forth in expressly contemplated by this Section 4.05 hereof5.06, the Shareholder hereby agrees 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 may be ongoing with respect to an Acquisition Proposal and (ii) during the Shareholder shall period from the date of this Agreement through the earlier of the Closing and the termination of this Agreement, not, nor shall it authorize directly or indirectly (A) initiate, encourage, seek or solicit, or take any action to knowingly facilitate (including by way of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) tofurnishing non-public information), directly or indirectly, (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making or submission of any proposal that constitutes an Acquisition Proposal; (B) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries or 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 has made an Acquisition Proposal with respect to the Company or (C) approve or recommend, make any public statement approving or recommending, or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other effort 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 attempt 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, a Superior Proposal with respect to the Company, provided that, the Company may deliver non-public information to such third party only pursuant to an Acceptable Confidentiality Agreement and so long as it sends a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person copy of such Acceptable Confidentiality Agreement and any information with respect to, 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 otherwise knowingly cooperate in any way with any Person the Company Board from (1) taking and disclosing to the Company Stockholders a position with respect to, any Takeover to an Acquisition Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected with respect to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (e) enter into from making any Acquisition Agreement constituting or relating tosimilar disclosure, or which is intended if after consultation with outside legal counsel to or is the Company Board, the Company Board subsequently determines in good faith that the failure to do so would be reasonably likely to lead to, any Takeover Proposal be inconsistent with its fiduciary duties to the Company Stockholders or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with (2) directing any Person conducted prior (or the Representatives of that Person) who makes an Acquisition Proposal regarding the Company to the execution provisions of this Agreement 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 on behalf of Section 5.06(c). Without limiting the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that foregoing, it is considering making a Takeover Proposal and (ii) provide Parent a copy of understood that any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions contained in this Section 5.06(a) by any controlled Affiliate of the Shareholder (other than the Company) or any of the ShareholderCompany’s or his or her controlled Affiliatesits Subsidiaries’ respective Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 5.06(a) by the ShareholderCompany.

Non-Solicitation. Except as set forth (a) From and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in Section 4.05 hereofaccordance with Article VIII, the Shareholder hereby agrees that the Shareholder shall notneither TeleCorp nor Tritel shall, nor shall it authorize they permit any of his ------------ their Subsidiaries to, nor shall they authorize or her controlled Affiliates’ directors, permit any of their respective officers, employeesdirectors or employees to, and shall use their commercially reasonable efforts to cause any investment bankersbanker, attorneysfinancial advisor, accountants attorney, accountant, or other advisors representatives retained by them or representatives (collectively, his or her “Representatives”) any of their respective Subsidiaries not to, directly or indirectly, through any other Person, (ai) solicit, initiate, propose initiate or encourageencourage (including by way of 104 furnishing information) any proposals that constitute, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to result in, a Takeover proposal or offer for an Acquisition Proposal, or (bii) enter into, continue engage in negotiations or otherwise participate in any communications or negotiations regardingdiscussions concerning, or furnish provide any non-public information regarding TeleCorp or Tritel, as applicable, to any Person person or entity relating to, any Acquisition Proposal, or (iii) agree to, approve or recommend to its stockholders any Acquisition Proposal; provided, however, that nothing -------- ------- contained in this Agreement shall prevent TeleCorp or its Board of Directors or Tritel or its Board of Directors, as the case may be, from (A) furnishing non- public information with respect to, or otherwise knowingly cooperate in any way with any Person with respect toentering into discussions with, any Takeover person or entity in connection with an unsolicited bona fide written Acquisition Proposal by such person or any inquiries entity (including a new and unsolicited Acquisition Proposal received by TeleCorp or offers Tritel after the execution of this Agreement from a person or the making of any proposal entity whose initial contact with TeleCorp or any other efforts Tritel may have been solicited by TeleCorp or attempt that could reasonably be expected to lead to a Takeover ProposalTritel, (c) approve or recommendrespectively, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement) if and only to the extent that (1) the Board of Directors of TeleCorp or the Board of Directors of Tritel, as the case may be, believes in good faith (after consultation with its financial advisors) 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 by (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal") and the ----------------- Board of Directors of TeleCorp or on behalf 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 discussions or negotiations with, such Person or entity, such Board of Directors 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, (B) complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, with regard to an Acquisition Proposal or (C) making any disclosure to its stockholders if, in the good faith judgment of the Shareholder Board of Directors of such party, after receipt of advice from outside counsel, failure to disclose would result in a reasonable likelihood that such Board of Directors would breach its duties to such party's stockholders under applicable law. Each 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 his such request or her Representatives 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 terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholderforegoing.

Non-Solicitation. Except as set forth in Subject to Section 4.05 7 hereof, during the Shareholder Term, each Stockholder hereby agrees that the Shareholder such Stockholder shall not, nor and shall it authorize any of his or her controlled cause its Affiliates’ directors, officers, employees, representatives and agents (including its investment bankers, attorneys, accountants or other advisors or representatives attorneys and accountants) (collectively, his or her its “Representatives”) not to, directly or indirectly, (ai) initiate, solicit, initiate, propose or encouragecause, or take any other action to knowingly facilitate, any Takeover Proposal facilitate or encourage any inquiries or offers or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Takeover Proposal, or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other effort person any non-public information, or attempt afford any other person with access to the business, employees, officers, contracts, properties, assets, or books and records of the Company or its Subsidiaries, in each case in connection with, or that could reasonably be expected to lead to, a Takeover Proposal. Each Stockholder shall immediately cease any inquiries, solicitation, encouragement, discussions or negotiations with any persons with respect to a Takeover Proposal (or that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue that existed on or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution date of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover ProposalAgreement. The Shareholder Each Stockholder shall as promptly as possible (and in any event within 24 twenty-four (24) hours) (i) notify Parent Purchaser in the event that such Stockholder or any of the identity of any Person approaching the Shareholder with a Takeover Proposal its Affiliates or indication by any Person that it is considering making Representatives receives a Takeover Proposal and (ii) shall provide Parent Purchaser with a copy of such Takeover Proposal (if in writing) and disclose to Purchaser the material terms and conditions of any such Takeover Proposal, the identity of the person or group of persons making such Takeover Proposal and any arrangements with such Stockholder or its Affiliates contemplated thereby, and such Stockholder shall keep Purchaser reasonably informed on a prompt basis (and in any event within twenty-four (24) hours) of the status and terms of any such discussions or negotiations and any material developments with respect to any such Takeover Proposal (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 Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted Proposal shall satisfy each Stockholder’s obligations in connection therewith (or, where no such copy is available, a reasonably detailed description respect of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach this final sentence of this Section 3.03 by the Shareholder3(b) of this Agreement.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder Each Stockholder shall not, nor not and shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, cause its Representatives not to directly or indirectly, indirectly (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitateencourage the submission of, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Acquisition Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) publicly approve or recommend, or publicly propose to that the Company approve or recommend, any Takeover Acquisition Proposal, (c) 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 Recommendation Board Recommendation, or (ef) 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 discussions or negotiations with respect to the Stockholders’ entry into a voting, tender, support or other similar 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 Acquisition 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 constituting or relating to(including Sections, or which is intended to or is reasonably likely to lead to2 and 3, any Takeover Proposal or and this Section 11), each Stockholder may enter into any voting, tender, support or similar agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to an Acquisition Proposal concurrently with the Company terminating the Merger Agreement pursuant to Section 6.5(d) and entering into a definitive agreement with respect to such Acquisition Proposal; provided, however, that such voting, tender, support or similar agreement shall not contain terms that are in the aggregate (taking into account any Takeover Proposalchanges to the 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 such agreement does not terminate on the same date that the definitive agreement with respect to such Acquisition Proposal is terminated. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent For the avoidance of doubt, no officer, director, employee, agent or advisor of the identity of any Person approaching the Shareholder with a Takeover Proposal Company, its Subsidiaries or indication by any Person that it is considering making a Takeover Proposal and Affiliates (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representativesin their capacities as such) shall be deemed to be a breach representative or Affiliate of any Stockholder for purposes of this Section 3.03 by the Shareholder11.

Non-Solicitation. Except as set forth in Section 4.05 hereof(a) From the date hereof and prior to the earlier of the Effective Time and the Termination Date, each of the Shareholder hereby agrees that Partnership and the Shareholder General Partner shall not, nor and each of them shall it authorize any of his or her controlled Affiliates’ cause their respective Subsidiaries, and the respective directors, officers, employeesemployees of the Partnership, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) the General Partner and such Subsidiaries not to, directly or indirectlyand shall use its reasonable best efforts to cause the Representatives of the Partnership, the General Partner and such Subsidiaries not to: (ai) solicit, initiate, propose knowingly encourage or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or facilitate any inquiries or offers or the making of any proposal or any other effort offer that constitutes, or attempt that could would reasonably be expected to lead to a Takeover to, an Acquisition Proposal, (bii) enter intofurnish any non-public information regarding the Partnership or any of its Subsidiaries or afford access to the business, continue properties, books or otherwise participate in records of the Partnership or any communications or negotiations regardingof its Subsidiaries, or furnish to any Person any information person (other than Parent, Merger Sub, GP Merger Sub or their respective directors, officers, employees, affiliates or Representatives) in connection with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover response to an Acquisition Proposal or any inquiries regarding an Acquisition Proposal, (iii) engage or offers participate in any discussions or the making negotiations with any person (other than Parent, Merger Sub, GP Merger Sub or their respective directors, officers, employees, affiliates or Representatives) with respect to an Acquisition Proposal, (iv) enter into any letter of any proposal intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, exchange agreement or any other efforts agreement (whether binding or attempt not) with respect to any inquiry, proposal or offer that could constitutes, or would reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover an Acquisition Proposal or enter into any agreement or agreement in principle requiring the Shareholder Partnership to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions Merger or any other transaction contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of by this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect (v) agree to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or do any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of foregoing. Nothing in this Section 3.03 by 5.4 shall prohibit the ShareholderPartnership, or the GP Board, directly or indirectly through any officer, employee or Representative, from informing any person that the Partnership is party to this Agreement and informing such person of the restrictions that are set forth in this Section 5.4.

Non-Solicitation. Except as set forth in Section 4.05 hereofPrior to the Effective Date, (a) the Shareholder hereby agrees that the Shareholder Company shall not, nor shall it authorize not knowingly permit any of his or her controlled Affiliates’ its officers, directors, officers, employees, investment bankers, attorneys, accountants or other advisors agents or representatives (collectivelyincluding, his without limitation, any investment banker, attorney or her “Representatives”accountant retained by it) toto solicit or encourage, directly or indirectly, (a) solicitany inquiries, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or offer with respect to any other effort Acquisition Transaction (defined below) (any such proposal being referred to in the Agreement as an “Acquisition Proposal”) or attempt that could reasonably be expected to lead to a Takeover engage in any negotiations concerning an Acquisition Proposal, ; and (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, it will immediately cease and cause to be terminated all any existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives parties with respect to any Takeover 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. The Shareholder shall as Company will promptly as possible (notify EZCORP if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and in will promptly communicate to EZCORP the terms of any event within 24 hours) (i) notify Parent of proposal or inquiry and the identity of any Person approaching the Shareholder with a Takeover Proposal party making such proposal or indication by any Person that inquiry which it is considering making a Takeover Proposal and (ii) provide Parent a copy may receive in respect of any such Takeover Proposal (ortransaction. In this Agreement, where no such copy is available“Acquisition Transaction” means any tender offer or exchange offer, any merger, consolidation, liquidation, dissolution, recapitalization, reorganization or other business combination, any acquisition, sale or other disposition of all or a reasonably detailed description substantial portion of such Takeover Proposal, indication, inquiry the assets or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by or any controlled Affiliate of the Shareholder (other than similar transaction involving the Company) , its securities or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 significant subsidiary as defined under Rule 405 promulgated by the ShareholderSEC.

Non-Solicitation. Except as set forth Subject to Section 8, Stockholder shall, and shall cause its Representatives to, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted by or on behalf of such Persons heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. Until the termination of this Agreement pursuant to, and in accordance with, Section 4.05 hereof7, the Shareholder hereby agrees that the Shareholder Stockholder shall not, nor and Stockholder shall it not authorize or knowingly permit any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) its Representatives to, directly or indirectly, : (ai) solicit, initiateinitiate or knowingly encourage or knowingly facilitate any inquiry, propose proposal or encourageoffer, or take any other action to knowingly facilitatethe making, any Takeover Proposal submission or any inquiries or offers or the making announcement of any inquiry, proposal or any other effort offer, which constitutes or attempt that could reasonably be expected to lead to a Takeover an Acquisition Proposal, (bii) except to the extent the Company is permitted to do so under Section 6.2(b) of the Merger Agreement, enter into, continue or otherwise participate in discussions or any communications or negotiations regarding, or furnish to any Person any nonpublic information with respect torelating to the Company or any Company Subsidiary in connection with, or otherwise knowingly cooperate in any way with any Person with respect toafford access to the business, any Takeover Proposal personnel, properties, assets, books or records of the Company or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Company Subsidiary in connection with, an Acquisition Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (eiii) enter into resolve, propose or agree to do any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposalforegoing. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of Without limiting the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that foregoing, it is considering making a Takeover Proposal and (ii) provide Parent a copy of agreed that any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate Representative of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) Stockholder shall be deemed to be a breach of this Section 3.03 3(b) by Stockholder. For purposes of this Section 3(b), the Shareholderterm “Person” shall not include Parent or any Parent Subsidiary or other affiliate of Parent or any of their Representatives. Notwithstanding anything to the contrary contained in this Agreement, Stockholder and its Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making any inquiry, indication of interest, proposal or offer relating to an Acquisition Proposal of the provisions of this Section 3(b).

Non-Solicitation. Except (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 set forth otherwise expressly provided for in this Section 4.05 hereof5.2, the Shareholder hereby Company agrees that the Shareholder it shall notnot (and shall not permit any Company Subsidiary to), nor and that it shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) use its reasonable best efforts to cause its Affiliates and Representatives not to, directly or indirectly, : (ai) solicit, initiate, propose initiate or encourage, knowingly facilitate or take encourage the submission of any other action to knowingly facilitate, any Takeover Competing Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposalwith respect thereto, (bii) enter into, continue initiate or otherwise participate in any communications or negotiations regarding, or furnish to any Person person any nonpublic information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Competing Proposal, (ciii) engage in discussions with any person with respect to any Competing Proposal, (iv) approve or recommend, or propose publicly propose to approve or recommend, any Takeover Competing Proposal, or, if a Competing Proposal has been publicly disclosed, fail to publicly recommend against any such Competing Proposal within ten (d10) 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 with, the Company Board Recommendation, (vi) fail to include the Company Board Recommendation in the Schedule 14D-9 or any Proxy Statement, as applicable, (evii) enter into any Acquisition Agreement constituting or relating approve, recommend, authorize, agree to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal accept or enter into any agreement binding or agreement in principle requiring the Shareholder non-binding letter of intent or similar document or any agreement, arrangement or commitment related to abandonany actual or proposed Competing Proposal, terminate or breach his (viii) resolve, propose or her obligations hereunder or fail agree to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with do any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder foregoing (any act or any of his failure to act relating to clauses (iv), (v) and (vi) or her Representatives clause (viii) with respect to any Takeover Proposal. The Shareholder shall as promptly as possible matter covered in said clauses (and in any event within 24 hoursiv), (v) or (ivi)) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is availableabove, a reasonably detailed description “Change of such Takeover Proposal, indication, inquiry or requestRecommendation”), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.

Non-Solicitation. Except (a) ReShape agrees that, except as set forth in Section 4.05 hereofexpressly contemplated hereby, the Shareholder hereby agrees that the Shareholder shall not, neither it nor shall it authorize any of his its Subsidiaries shall, and ReShape shall, and shall cause its Subsidiaries to, instruct its and their respective Representatives not to directly or her controlled Affiliates’ directorsindirectly (i) initiate, officersseek, employeesor solicit, investment bankers, attorneys, accountants or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other advisors or representatives (collectively, his or her “Representatives”) toaction that is reasonably expected to promote, directly or indirectly, (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to ReShape, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to ReShape or any of its Subsidiaries or afford access to the properties, books or records of ReShape or any of its Subsidiaries to any Person that has made an Acquisition Proposal with respect to ReShape, or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other effort similar agreement, with respect to an Acquisition Proposal with respect to ReShape (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04). ReShape shall, and shall cause its Subsidiaries and instruct its and their respective Representatives to, immediately upon the execution of this Agreement cause to be terminated any solicitation, encouragement, discussion or attempt that negotiation with or involving any Person (other than Obalon and its Affiliates) conducted heretofore by ReShape or any Subsidiary thereof or any of its or their respective Representatives, with respect to an Acquisition Proposal or which could reasonably be expected to lead to an Acquisition Proposal and in connection therewith, ReShape will immediately discontinue access by any Person (other than Obalon and its Affiliates) to any data room (virtual or otherwise) established by ReShape or its Representatives for such purpose. Notwithstanding anything to the contrary in this Agreement, prior to obtaining ReShape Stockholder Approval, ReShape and the ReShape Board may take any actions described in clause (ii) of this Section 6.04(a) with respect to a Takeover Proposalthird party if (x) ReShape receives a written Acquisition Proposal with respect to ReShape from such third party (and such Acquisition Proposal was not initiated, sought, ​ ​ solicited, knowingly encouraged or facilitated in violation of this Section 6.04) and (by) enter into, continue or otherwise participate in any communications or negotiations regardingsuch proposal constitutes, or furnish to any Person any information ReShape Board determines in good faith, after consultation with respect toits outside legal counsel and financial advisors, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any that such proposal or any other efforts or attempt that could is reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover a Superior Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to ReShape, provided that ReShape may deliver non-public information to such third party only pursuant to a confidentiality agreement containing terms no less favorable to ReShape with respect to confidentiality than the terms of the Confidentiality Agreement (including any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hoursstandstill agreement or similar provisions) (ian “Acceptable Confidentiality Agreement”). Nothing contained in this Section 6.04 shall prohibit ReShape or ReShape Board from taking and disclosing to holders of ReShape Common Stock a position with respect to an Acquisition Proposal with respect to ReShape pursuant to Rules 14d-9 and 14e-2(a) notify Parent of promulgated under the identity of Exchange Act or from making any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unlesssimilar disclosure, in each caseeither case to the extent required by applicable Law if the ReShape Board has reasonably determined in good faith, after consultation with ReShape’s outside legal counsel, that the Company has previously provided such notice and such copy failure to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall do so would be deemed reasonably likely to be a breach of its fiduciary duties to the ReShape Stockholders; provided that this sentence shall not permit the ReShape Board to make a ReShape Adverse Recommendation Change, except to the extent permitted by Section 3.03 by the Shareholder6.04(b) or Section 6.04(c).

Non-Solicitation. Except (a) Subject to any actions which Xxxxxx is required to take so as set forth in Section 4.05 hereofto comply with the requirements of the Takeover Rules, the Shareholder hereby Xxxxxx agrees that the Shareholder neither it nor any Subsidiary of Xxxxxx shall, and that it shall not, nor shall it authorize use all reasonable endeavours to cause its and their respective Representatives and any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) person Acting in Concert with Xxxxxx not to, directly or indirectly, : (ai) solicit, initiate, propose initiate or encourage, or take knowingly encourage any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information enquiry with respect to, or otherwise knowingly cooperate the making or submission of, any Xxxxxx Alternative Proposal, (ii) participate in any way with discussions or negotiations regarding a Xxxxxx Alternative Proposal with, or furnish any Person with respect nonpublic information regarding a Xxxxxx Alternative Proposal to, any Takeover Proposal person that has made or, to Xxxxxx’x knowledge, is considering making a Xxxxxx Alternative Proposal, except to notify such person as to the existence of the provisions of this Clause 5.3, or (iii) waive, terminate, modify or fail to use reasonable endeavours to enforce any provision of any “standstill” or similar obligation of any person with respect to Xxxxxx or any inquiries of its Subsidiaries or, except as otherwise provided in this Agreement, amend or offers terminate the Xxxxxx Rights Agreement or redeem the rights of Xxxxxx Shareholders thereunder so as to facilitate the making of any proposal or any other efforts or attempt a Xxxxxx Alternative Proposal (provided that could reasonably Xxxxxx shall not be expected required to lead to a Takeover Proposal, (c) approve or recommendtake, or publicly propose to approve or recommendbe prohibited from taking, any Takeover Proposal, action otherwise prohibited or required by this subclause (diii) make any statement if the Xxxxxx Board determines in good faith (after consultation with Xxxxxx’x legal advisors) that such action or proposal inaction would be reasonably likely to be inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated herebydirectors’ fiduciary duties under applicable Law). The Shareholder Xxxxxx shall, and shall direct his or her cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing communications and discussions or negotiations with any Person person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives heretofore with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Xxxxxx Alternative Proposal, indicationor any enquiry or proposal that may reasonably be expected to lead to a Xxxxxx Alternative Proposal, inquiry request the prompt return or request), including draft agreements or term sheets submitted destruction of all confidential information previously furnished in connection therewith (or, where no and immediately terminate all physical and electronic dataroom access previously granted to any such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) person or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s its Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, (a) Lambda agrees that, except as expressly contemplated by this Agreement, neither it nor any of the Lambda Subsidiaries shall, and Lambda shall use its reasonable best efforts, and shall cause each of the Lambda Subsidiaries to use their respective reasonable best efforts to, cause their respective Representatives not to (i) directly or indirectly initiate or solicit, initiate, propose or encourage, knowingly encourage or take knowingly facilitate (including by way of furnishing non-public information relating to Lambda or any other action to knowingly facilitate, any Takeover Proposal or of the Lambda Subsidiaries) any inquiries or offers or the making or submission of any proposal that constitutes, or any other effort or attempt that could reasonably be expected to lead to, an Acquisition Proposal with respect to a Takeover ProposalLambda, (bii) enter intoother than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.4(a), continue participate or otherwise participate engage in any communications discussions or negotiations regardingwith, or furnish disclose any non-public information or data relating to Lambda or any of the Lambda Subsidiaries or afford access to the properties, books or records of Lambda or any of the Lambda Subsidiaries to any Person any information that has made an Acquisition Proposal with respect to Lambda or to any Person in contemplation of making an Acquisition Proposal with respect to Lambda or (iii) accept an Acquisition Proposal with respect to Lambda or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal that is intended to or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommendto, any Takeover Proposal, Acquisition Proposal with respect to Lambda (dother than an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.4) make any statement or proposal inconsistent with the Company Recommendation or (eB) enter into any Acquisition Agreement constituting or relating torequiring, intending to cause, or which is intended could reasonably be expected to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder cause Lambda to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions Integrated Mergers or any other transaction contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of by this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is availableeach, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request“Lambda Acquisition Agreement”), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by the Lambda Subsidiaries or by any controlled Affiliate Representatives of the Shareholder (other than the Company) Lambda who are directors or any executive officers of the Shareholder’s Lambda, whether or his not such Representative is so authorized and whether or her controlled Affiliates’ Representatives (other than the Company’s Representatives) not such Representative is purporting to act on behalf of Lambda or otherwise, shall be deemed to be a breach of this Agreement by Lambda. Notwithstanding anything to the contrary in this Agreement, prior to the earlier of (1) delivery of the Requisite Lambda Support Agreements or (2) in the event of a Lambda Stockholder Meeting Election by Pi, the time the Lambda Stockholder Approval is obtained, Lambda and the Lambda Board may take any actions described in clause (ii) in the first sentence of this Section 3.03 5.4(a) with respect to a third party if (w) after the date of this Agreement and prior to the earlier of (1) delivery of the Requisite Lambda Support Agreements or (2) in the event of a Lambda Stockholder Meeting Election by Pi, the Shareholdertime the Lambda Stockholder Approval is obtained, Lambda receives a written Acquisition Proposal with respect to Lambda from such third party (and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or knowingly facilitated by Lambda or any of the Lambda Subsidiaries or any of their respective Representatives), (x) Lambda provides Pi the notice required by Section 5.4(g) with respect to such Acquisition Proposal, (y) the Lambda Board determines in good faith (after consultation with Lambda’s financial advisors and outside legal counsel) that such proposal constitutes or could reasonably be expected to lead to a Superior Proposal with respect to Lambda, and (z) the Lambda Board determines in good faith (after consultation with Lambda’s outside legal counsel) that the failure to participate in such discussions or negotiations or to disclose such information or data to such third party would be inconsistent with its fiduciary duties; provided that Lambda shall not deliver any information to such third party without first entering into an Acceptable Confidentiality Agreement with such third party. Notwithstanding the limitations set forth in this Section 5.4(a) and subject to compliance with Lambda’s obligations contained in Section 5.4(g), if Lambda receives, following the date hereof and prior to the earlier of (1) delivery of the Requisite Lambda Support Agreements or (2) in the event of a Lambda Stockholder Meeting Election by Pi, the time the Lambda Stockholder Approval is obtained, a bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.4, Lambda and its Representatives may contact the Person or any of such Person’s Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that Lambda may inform itself about such Acquisition Proposal. Nothing contained in this Section 5.4 shall prohibit Lambda or the Lambda Board from taking and disclosing to the Lambda Stockholders a position with respect to an Acquisition Proposal with respect to Lambda pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder (a) Stockholder shall not, nor shall it cause each of its Subsidiaries not to, and shall not authorize or permit any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) its Representatives to, directly or indirectly, (ai) solicit, initiate, propose initiate or knowingly encourage, induce or take facilitate any other action to knowingly facilitate, any Takeover Acquisition Proposal or any inquiries or offers or the making of any inquiry, proposal or any other effort or attempt offer that could may reasonably be expected to lead to a Takeover an Acquisition Proposal, (bii) enter intofurnish any nonpublic information regarding the Company or afford access to the Company’s business, continue properties, assets, books or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect records to, or otherwise knowingly cooperate in any way with, any Third Party that is reasonably expected to make, or is otherwise seeking to make, or has made, an Acquisition Proposal, or (iii) participate in any discussions or negotiations with any Person with respect toThird Party that is reasonably expected to make, or has made, an Acquisition Proposal, regarding an Acquisition Proposal; provided that, notwithstanding anything to the contrary in this Agreement, any Takeover Proposal or any inquiries or offers or such Person may (A) seek to clarify the making terms and conditions of any inquiry, proposal or any other efforts offer to determine whether such inquiry, proposal or attempt that could offer may reasonably be expected to lead to a Takeover Proposal, Superior Proposal (c) approve or recommend, or publicly propose it being understood that any such communications with any such Third Party shall be limited to approve or recommend, any Takeover Proposal, (d) make any statement the clarification of the original inquiry or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, made by such Third Party and shall direct his not include (x) any negotiations or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives similar discussions with respect to such inquiry, proposal or offer or (y) such Person’s view or position with respect thereto) and (B) inform any Takeover ProposalPerson that makes an Acquisition Proposal of the restrictions imposed by the provisions of this Section 3.02. The Shareholder Stockholder shall as promptly as possible (and but in any event within 24 hoursone (1) Business Day) advise the Company of any Acquisition Proposal received by Stockholder, the material terms and conditions of any such Acquisition Proposal (iincluding any material changes thereto) notify Parent of and the identity of the Person making any Person approaching such Acquisition Proposal. Without limiting the Shareholder with a Takeover Proposal or indication by any Person that foregoing, it is considering making a Takeover Proposal and (ii) provide Parent a copy agreed that, if any Representative of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) Stockholder or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be its Subsidiaries takes any action that would constitute a breach of this Section 3.03 3.02 if it were authorized or permitted by Stockholder, such action shall constitute a breach of this Section 3.02 by Stockholder, whether or not such action shall have been authorized or permitted by Stockholder or any of its Subsidiaries, unless such Representative has agreed (in any capacity) in a writing enforceable by such party not to take any such action. Notwithstanding the Shareholderrestrictions set forth above in this Section 3.02(a), in the event that Stockholder receives, after the date of this Agreement and prior to obtaining the Saturn Stockholder Approval, a bona fide written Acquisition Proposal that did not result from any breach of this Section 3.02 and that the board of directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) to be, or to be reasonably expected to lead to, a Superior Proposal, Stockholder may (1) engage in negotiations with, furnish any information with respect to the Company and its Subsidiaries to, and afford access to the business, properties, assets, books or records of the Company and its Subsidiaries to, the Person or group (and their respective Representatives) making such Acquisition Proposal; provided, that prior to furnishing any such information, Stockholder (x) receives from such Person or group an executed confidentiality agreement containing terms and restrictions that are customary for confidentiality agreements executed in similar circumstances and (y) provides prior written notice to the Company; provided, further, that all such information is provided or made available to the Company (to the extent not previously provided or made available) substantially concurrently with it being provided or made available to such Third Party.

Non-Solicitation. Except as set forth in Section 4.05 hereof(a) During the Interim Period, the Shareholder hereby agrees that the Shareholder Company shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (ai) initiate, solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or take any other action to knowingly facilitateassist, any Takeover inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, (ii) 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 to approve, endorse or recommend, any Acquisition Proposal, (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar 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 inquiries inquiry or offers or the making of any proposal or any other effort or attempt request for information that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect toresult in, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover an Acquisition Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to 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 Shareholder Company or any of his its Subsidiaries. If a party or her 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 Takeover Proposal. The Shareholder time prior to the Closing, then such party shall as promptly as possible (and in any no event within 24 hourslater than two (2) (iBusiness Days after such party becomes aware of such inquiry or proposal) notify Parent such Person in writing of the identity terms of any Person approaching this Section 7.05. Without limiting the Shareholder with a Takeover Proposal or indication by any Person that foregoing, it is considering making a Takeover Proposal and (ii) provide Parent a copy of understood that any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions contained in this Section 7.05 by any controlled Affiliate of the Shareholder (other than the Company) Company Subsidiaries, or any of the ShareholderCompany’s or his or her controlled Affiliatesits Subsidiaries’ respective Representatives (other than acting on the Company’s Representatives) or one of its Subsidiaries’ behalf, shall be deemed to be a breach of this Section 3.03 7.05 by the ShareholderCompany.

Non-Solicitation. Except as set forth in (a) Subject to Section 4.05 hereof6.4(b), from and after the date hereof until the Effective Time or, if earlier, the Shareholder hereby agrees that termination of this Agreement in accordance with Article VIII, none of the Shareholder shall notCompany, nor shall it authorize its Subsidiaries or any of his or her controlled Affiliates’ their respective directors, officers, employees, investment bankersconsultants, attorneysagents, accountants or advisors, Affiliates and other advisors or representatives (collectively, his or her “Representatives”) toshall, directly or indirectly: (i) initiate, (a) solicit, initiatepropose, propose or knowingly encourage, knowingly facilitate or take knowingly assist (including by way of providing or making available information or providing access to its properties, books, records or personnel) the submission of any other action to knowingly facilitateinquiries, any Takeover Proposal or any inquiries proposals or offers that constitute, or the making of any proposal or any other effort or attempt that could may reasonably be expected to lead to a Takeover Proposalto, (b) enter into, an Acquisition Proposal or continue or otherwise participate engage in any communications discussions or negotiations regarding, or furnish to any Person any information with respect to, thereto or otherwise knowingly cooperate in with or knowingly assist or participate in, or knowingly facilitate any way with such inquiries, proposals, discussions or negotiations, or furnish or disclose to any Person with respect to(other than Purchaser, Parent and their respective Representatives) any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, information in connection therewith; (cii) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any an Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or 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 or share exchange agreement, option agreement in principle requiring the Shareholder or other similar agreement providing for or relating to abandonan Acquisition Proposal, terminate or breach his or her 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. The Shareholder shallSubject to Section 6.4(b), the Company, its Subsidiaries and their respective Representatives shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations any solicitation, encouragement, discussion or negotiation with any Person Persons conducted prior to heretofore by the execution of this Agreement by or on behalf of the Shareholder Company, its Subsidiaries or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible 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 (and in any event within 24 hours6) (i) notify Parent of months prior to the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach date of this Section 3.03 by the ShareholderAgreement and ending on such date.

Non-Solicitation. Except as set forth in Section 4.05 hereofFrom the date of this Agreement until the Effective Time or, if earlier, the Shareholder hereby agrees that valid termination of this Agreement in accordance with Section 11.01, the Shareholder Company shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, : (a) solicit, initiate, propose solicit or encourageknowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or take any other action to knowingly facilitatethe making of, any Takeover inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (b) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to any of its properties, books or records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (c) furnish any non-public information regarding the Company or any of its Subsidiaries or access to any of the properties, assets or employees of the Company or any of its Subsidiaries to any Person with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (d) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (e) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal; (f) submit any Acquisition Proposal to the shareholders of the Company; or (g) resolve or agree to do any of the foregoing. The Company also agrees that, immediately following the execution of this Agreement, it shall, and shall cause each of its Subsidiaries to and shall use its reasonable best efforts to cause its and their respective Representatives to, (i) cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with any Acquisition Proposal or any inquiries inquiry or offers or the making of any proposal or any other effort or attempt request for information that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in result in, an Acquisition Proposal and (ii) terminate access to any way with any Person with respect to, any Takeover Proposal physical or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement electronic data room maintained by or on behalf of the Shareholder Company or any of his its Subsidiaries and within three Business Days of the execution of this Agreement, instruct each Person that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company to return or her destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof. Notwithstanding anything in this Section 7.08 to the contrary, if, at any time prior to obtaining the Company Requisite Approval, the Company or any of its Representatives receives an unsolicited bona fide Acquisition Proposal that did not result from a material breach of this Section 7.08, the Company Board may take the actions otherwise prohibited by Section 7.08(b) and Section 7.08(c) with respect to any Takeover such Acquisition Proposal (and enter into a confidentiality agreement with the third party proposing such Acquisition Proposal) solely if the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that (A) such Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Proposal and (B) the failure by the Company Board to take the actions specified in Section 7.08(b) and Section 7.08(c) would constitute a breach of its fiduciary duties under applicable Law. In the event the Company Board, after consultation with its financial advisor and outside legal counsel, determines that an Acquisition Proposal constitutes a Superior Proposal, the Company may terminate this Agreement pursuant to Section 11.01(g) and enter into a definitive agreement with respect to such Superior Proposal, provided that the Company delivers written notice to Parent that it intends to take such actions with respect to such Superior Proposal and the Company (or its designee) pays to Parent the termination fee in accordance with the provisions of Section 11.02(b). The Shareholder Company shall notify Parent as promptly as possible practicable (and in any event within 24 hourstwo Business Days of receipt) (i) notify Parent of the identity upon becoming aware of any Person approaching proposal or offer that constitutes, or could reasonably be expected to result in or lead to any Acquisition Proposal after the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each casedate hereof. Notwithstanding the foregoing, the Company has previously provided may respond to any such notice proposal, offer or submission by indicating only that the Company is subject to this Agreement and such copy is unable to Parentprovide any confidential information related to the Company and its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Proposal for as long as this Agreement remains in effect. Any violation of The Parties agree that the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of rights and remedies for noncompliance with this Section 3.03 by the Shareholder7.08 include specific performance, it being acknowledged and agreed that any breach or threatened breach may cause irreparable injury to Parent and that money damages would not provide an adequate remedy for Parent.

Non-Solicitation. Except as set forth (a) Notwithstanding anything to the contrary in Section 4.05 hereofthis Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. Eastern time on the day that is 30 calendar days following the date of this Agreement (the “Go-Shop End Date”), the Shareholder hereby agrees that the Shareholder shall notCompany, nor shall it authorize any of his or her controlled Affiliates’ its Subsidiaries, and their respective directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (collectively, his or her “Representatives”) Representatives shall have the right to, directly or indirectly, : (ai) solicit, initiate, propose encourage or encourage, or take facilitate any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers Acquisition Proposals or the making thereof, including by way of furnishing non-public information and other access to any proposal Person pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements; provided that the Company shall provide Parent, substantially concurrently with providing it to any such other Person, any material non-public information with respect to the Company or its Subsidiaries furnished to such other Person which was not previously furnished to Parent, except to the extent providing Parent with such information would violate any Applicable Law to which the Company or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposal, of its Subsidiaries is subject and (bii) enter into, continue or otherwise participate in any communications discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Acquisition Proposal or otherwise cooperate with or assist or participate in or facilitate any such discussions or negotiations or any effort or attempt to make any Acquisition Proposal. The Shareholder shall as promptly as possible (and in In no event may the Company or any event within 24 hours) (i) notify Parent of its Subsidiaries or any of their Representatives, directly or indirectly, reimburse or pay, or agree to reimburse or pay, the identity of fees, costs or expenses of, or provide or agree to provide any compensation to, any Person approaching or group (or any of its or their Representatives or potential financing sources), whether prior to or after the Shareholder with a Takeover Go-Shop End Date, who makes an Acquisition Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indicationother proposal, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parentoffer. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.63

Non-Solicitation. Except as set forth in Subject to Section 4.05 7.2 of the Merger Agreement or Section 2.7 hereof, the Shareholder hereby agrees that the Shareholder each Investor shall not, nor and shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) use its reasonable best efforts to cause its Representatives not to, directly or indirectly, (ai) solicit, initiate, propose knowingly encourage or encourageknowingly facilitate any inquiries regarding, or the submission or public announcement of any proposal or offer that constitutes any Acquisition Proposal, (ii) furnish to any Person (other than Parent) any information with respect to or in connection with, or take any other action intended to knowingly facilitate, any Takeover Proposal or any inquiries or offers or facilitate the making of any proposal or any other effort offer that constitutes, or attempt that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Acquisition Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (eiii) enter into resolve or agree to do any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring of the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated herebyforegoing. The Shareholder shall, Each Investor shall and shall direct his or her and use its reasonable best efforts to cause its Representatives to, (x) immediately cease and cause to be terminated all existing communications and negotiations any solicitation, encouragement, discussion or negotiation with any Person conducted prior or groups that may be ongoing with respect to the execution of this Agreement by any Acquisition Proposal or on behalf potential Acquisition Proposal as of the Shareholder date hereof, (y) request the prompt return or destruction of all confidential information with respect to any Acquisition Proposal or potential Acquisition Proposal previously furnished to any Person and (z) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement to which he or any of his or her Representatives is a party with respect to any Takeover Acquisition Proposal, and shall enforce the provisions of any such agreement. The Shareholder Each Investor shall as advise Parent promptly as possible (and in any event within 24 forty-eight (48) hours) of (iA) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Acquisition Proposal received by such Investor or indication by any Person that it is considering making a Takeover Proposal his Representatives and (iiB) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request)request for discussion or negotiation regarding an Acquisition Proposal received by such Investor or his Representatives, including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unlesswhich notice, in each case, shall specify the Company has previously provided party making such notice Acquisition Proposal or indication or inquiry and the material terms and conditions of any such copy Acquisition Proposal or indication or inquiry (including, if applicable, copies of all written requests, proposals, offers or proposed agreements). Each Investor shall keep Parent informed on a reasonably current basis (and in any event no later than 24 hours after any material change) of the status and terms (including any material changes to Parentthe terms thereof) of any such Acquisition Proposal received by such Investor or his Representatives or indication or inquiry (including, if applicable, any revised copies of any written requests, proposals, offers or proposed agreements) and the status of any such discussions or negotiations. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the ShareholderInvestor’s or his or her controlled AffiliatesRepresentatives’ Representatives (other than the Company’s Representatives) receipt of any Acquisition Proposal shall be deemed to be a breach not relieve any Investor from any of this Section 3.03 by the Shareholderhis obligations hereunder.

Non-Solicitation. Except as set forth in permitted by Section 4.05 hereofhereof and Section 7.4 of the Merger Agreement, the Shareholder hereby agrees that the Shareholder shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Acquisition Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover an Acquisition Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Acquisition Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover an Acquisition Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Acquisition Proposal, (d) make any statement or proposal inconsistent with the Company Board Recommendation or (e) enter into any Acquisition Agreement agreement, understanding or arrangement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Acquisition Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Except as permitted by Section 4.05 hereof and Section 7.4 of the Merger Agreement, Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Acquisition Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of (x) the identity of any Person approaching the Shareholder with a Takeover Proposal or indication an Acquisition Proposal, (y) notification to the Shareholder by any Person that it is considering making a Takeover an Acquisition Proposal or (z) other notification to the Shareholder that would reasonably be expected to result in any Acquisition Proposal and (ii) provide Parent a copy of all material correspondence and written materials sent or provided to Shareholder that describes any such Takeover terms or conditions of any Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and or such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.

Non-Solicitation. Except as set forth Subject to Section 8, Stockholder shall, and shall direct its Representatives to, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. Until the termination of this Agreement pursuant to, and in accordance with, Section 4.05 hereof7, the Shareholder hereby agrees that the Shareholder Stockholder shall not, nor and Stockholder shall it not authorize or knowingly permit any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) its Representatives to, directly or indirectly, : (ai) solicit, initiate, propose or encourageknowingly encourage or knowingly facilitate any inquiry or the submission of proposal or offer, or take the making, submission or announcement of any other action inquiry, proposal or offer, which constitutes or could reasonably be expected to knowingly facilitatelead to an Acquisition Proposal, (ii) except to the extent the Company is permitted to do so under Section 6.9 of the Merger Agreement, enter into, continue or otherwise participate in discussions or any negotiations regarding, furnish to any Person any information or data relating to the Company in connection with, or afford access to the business, personnel, properties, assets, books or records of the Company in connection with, or otherwise cooperate with any Person with respect to, any Takeover Acquisition Proposal or any inquiries or offers or the making of any inquiry, proposal or any other effort or attempt offer that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue an Acquisition Proposal or otherwise participate in take any communications action or negotiations regardingomit to take any action that the Company is not permitted to take or omit to take under Section 6.9 of the Merger Agreement, or furnish (iii) resolve, propose or agree to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or do any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than foregoing. Without limiting the Company’s Representativesforegoing, it is agreed that, for purposes of determining whether a breach of this Section 3(b) has occurred, the actions of any Representative of Stockholder shall be deemed to be a the actions of Stockholder, and Stockholder shall be responsible for any breach of this Section 3.03 3.2(b) by any Representative of Stockholder acting on behalf of Stockholder. For purposes of this Section 3(b), the Shareholderterm “Person” shall not include Parent, Merger Sub or any other Affiliate of Parent, or any of its or their Representatives. Notwithstanding anything to the contrary contained in this Agreement, Stockholder and its Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making any inquiry, indication of interest, proposal or offer relating to an Acquisition Proposal of the provisions of this Section 3(b).

Non-Solicitation. (a) Except as set forth expressly provided in this Section 4.05 hereof7.2, the Shareholder hereby agrees that the Shareholder shall not, neither Premier nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) toits subsidiaries shall, directly or indirectly, through any officer, director, employee, representative (aincluding any financial or other advisor) or agent of Premier or any of its subsidiaries (collectively, the “Representatives”): (i) make, solicit, assist, initiate, propose facilitate or encourageknowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or take any other action to knowingly facilitate, any Takeover Proposal or understanding) the initiation of any inquiries or offers proposals that constitutes or the making of any proposal or any other effort or attempt that could reasonably be expected to constitute or lead to a Takeover an Acquisition Proposal, ; (bii) enter into, continue into or otherwise participate engage or participate, directly or indirectly, in any communications discussions or negotiations with any person (other than Equinox Gold or any of its affiliates) regarding, or furnish to any Person person any information with respect or otherwise co-operate with, respond to, assist or otherwise knowingly cooperate in any way with any Person with respect toparticipate in, any Takeover Proposal or any inquiries or offers or the making of any inquiry, proposal or any other efforts offer that constitutes or attempt that could reasonably be expected to constitute or lead to a Takeover an Acquisition Proposal, provided, however, that Premier may advise any person of the restrictions of this Agreement, communicate with any person solely for the purpose of clarifying the terms of any inquiry, proposal or offer made by such person and advise any person making an Acquisition Proposal that the Premier Board has determined that such Acquisition Proposal does not constitute a Superior Proposal; (ciii) approve approve, accept, endorse or recommend, or propose publicly propose to approve accept, approve, endorse or recommend, any Takeover Proposal, Acquisition Proposal (dit 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) make any statement or proposal inconsistent with Business Days following the Company Recommendation or formal announcement of such Acquisition Proposal shall not be considered to be in violation of this Section 7.2(a) provided the Premier Board has rejected such Acquisition Proposal and affirmed the Premier Board recommendation before the end of such five (e5) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal Business Days); (iv) accept or enter into or publicly propose to accept or enter into, any agreement or letter of intent, agreement in principle principle, agreement, understanding, undertaking or arrangement or other contract in respect of an Acquisition Proposal, or requiring the Shareholder it to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shallArrangement, and shall direct his or her Representatives toproviding for the payment of any break, immediately cease and cause termination or other fees or expenses to be terminated all existing communications and negotiations any person in relation to an Acquisition Proposal; (v) make a Change in Recommendation; or (vi) make any public announcement or take any other action inconsistent with any Person conducted prior to the execution of this Agreement by or on behalf recommendation of the Shareholder or any of his or her Representatives with respect Premier Board to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of approve the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the ShareholderArrangement.

Non-Solicitation. Except as set forth in Section 4.05 hereof(a) From the date of this Agreement until the Effective Time or, if earlier, the Shareholder hereby agrees that valid termination of this Agreement in accordance with Section 9.01, the Shareholder Company shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (ai) initiate, solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or take any other action to knowingly facilitateassist, any Takeover inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, (ii) 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 to approve, endorse or recommend, any Acquisition Proposal, (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar 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 shall use its reasonable best efforts to cause 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 inquiries inquiry or offers or the making of any proposal or any other effort or attempt request for information that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect toresult in, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover an Acquisition Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to Company also agrees that within three (3) 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 and terminate access to any physical or electronic data room maintained by or on behalf of the Shareholder Company or any of his its Subsidiaries. If a party or her 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 Takeover Proposal. The Shareholder time prior to the Closing, then such party shall as promptly as possible (and in any no event within 24 hourslater than twenty-four (24) (ihours after such party becomes aware of such inquiry or proposal) notify Parent such person in writing of the identity terms of any Person approaching this Section 7.05. Without limiting the Shareholder with a Takeover Proposal or indication by any Person that foregoing, it is considering making a Takeover Proposal and (ii) provide Parent a copy of understood that any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions contained in this Section 7.05 by any controlled Affiliate of the Shareholder (other than the Company) ’s Subsidiaries, or any of the ShareholderCompany’s or his or her controlled Affiliatesits Subsidiaries’ respective Representatives (other than acting on the Company’s Representatives) or one of its Subsidiaries’ behalf, shall be deemed to be a breach of this Section 3.03 7.05 by the ShareholderCompany.

Non-Solicitation. Except as set forth in Section 4.05 (a) Purchaser agrees that, from and after the date hereof, it shall (a) immediately cease and terminate, and cause its Subsidiaries and use reasonable best efforts to cause all of its and its Subsidiaries’ respective Representatives to cease and terminate, any discussions or negotiations with any other Person (other than Parent or its Affiliates) regarding any Competing Proposal, (b) promptly request, or cause to be requested, that each Person that has received confidential information in connection with a possible Competing Proposal within the Shareholder hereby agrees that twelve (12)-month period immediately prior to the Shareholder date hereof return to Purchaser or destroy all such confidential information heretofore furnished to such Person by or on behalf of Purchaser or any of its Subsidiaries and promptly prohibit any access by any Person (other than Parent and its Representatives) to any physical or electronic data room relating to a possible Competing Proposal and (c) not grant any waiver or release under or knowingly fail to enforce any confidentiality, standstill or similar agreement in respect of a proposed Competing Proposal. From and after the date hereof, Purchaser shall not, directly or indirectly, nor shall it Purchaser authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants permit its Subsidiaries or other advisors authorize or representatives (collectively, his knowingly permit its or her “Representatives”) their respective Representatives to, directly or indirectly, (ai) solicit, initiate, propose initiate or encourageknowingly encourage or facilitate (including by way of furnishing nonpublic information), or take any other action to knowingly facilitateengage in, continue or otherwise participate in discussions or negotiations regarding, any Takeover inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its stockholders) which constitutes or would be reasonably expected to lead to a Competing Proposal (except to notify such Person of the existence of the provisions of this Section 5.21(a)), (ii) furnish any nonpublic or confidential information or afford access to properties, books or records to any Person in connection with or for the purpose of soliciting or knowingly encouraging or facilitating a Competing Proposal, (iii) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, stock purchase agreement, asset purchase agreement or stock exchange, option agreement, joint venture agreement, partnership agreement or other similar agreement relating to a Competing Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could would reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Competing Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected would require Purchaser to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder abandon or fail to consummate the transactions contemplated hereby. The Shareholder shallTransactions, and shall direct his or her Representatives to, immediately cease and cause (iv) propose publicly or agree to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or do any of the Shareholder’s foregoing. Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that, in the event any senior officer or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to director of Purchaser takes any action that if taken by Purchaser would be a breach of this Section 3.03 5.21(a), the taking of such action by such senior officer or director shall be deemed to constitute a breach of this Section 5.21(a) by Purchaser. In furtherance of its obligations hereunder, to the Shareholderextent that Purchaser has knowledge that any Representative of Purchaser has taken an action that, if taken by Purchaser, would violate the restrictions set forth in this Section 5.21(a), then Purchaser shall promptly instruct such Representative to cease such action.

Non-Solicitation. Except From the time of execution and delivery by each Seller and Buyer of this Agreement until the Bidding Procedures Order is entered by the Bankruptcy Court and following entry of the Sale Order (both periods being referred to as set forth in Section 4.05 hereofthe “Non-Solicitation Period”), the Shareholder hereby agrees that the Shareholder Sellers shall not, and shall cause each of the Target Companies and, to the extent permitted in the Tiwest Joint Venture Documents, Tiwest not to, nor shall it they authorize or permit any of his their respective Representatives or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, Affiliates to directly or indirectly, (a) solicit, initiatefacilitate or encourage submission of any inquiries, propose proposals or encourageoffers by, respond to any unsolicited inquiries, proposals or offers submitted by, or take enter into any discussions or negotiations regarding a Competing Transaction with any Person (other action to knowingly facilitate, any Takeover Proposal than Buyers or any inquiries of their respective Affiliates, agents or offers Representatives) with respect to (A) any sale or other disposition of all or any portion of the Acquired Business, the equity securities of Sellers, Target Companies, Tiwest (including for purposes of this Section 5(c)(v), the Tiwest Joint Venture), the Acquired Assets or any similar transaction with respect to the Acquired Business, Sellers, the Target Companies, Tiwest or the making of Acquired Assets or (B) any proposal Restructuring 69 Transaction (such transactions described in clause (A) or (B) but excluding any other effort transactions with Buyers being referred to as an “Acquisition Transaction”); or attempt provide any information or data to, or have any discussions with any Person relating to, or that could reasonably be expected to lead to a Takeover Proposalor result in, (b) enter into, continue any Acquisition Transaction; or otherwise participate in facilitate any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts effort or attempt that could reasonably be expected to lead to a Takeover Proposalmake or implement any Acquisition Transaction; or approve, (c) approve or recommend, or propose publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal recommend or enter into any agreement or agreement in principle requiring the Shareholder understanding with any other Person that contemplates or relates to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated herebyany Acquisition Transaction. The Shareholder shallSellers shall not, and shall direct his or her Representatives not authorize any Target Company to, immediately cease and cause execute any definitive documents relating to be terminated all existing communications and negotiations any Acquisition Transaction during the Non-Solicitation Period; provided, however, that nothing in this Section 5(c)(v) shall prohibit Sellers during the portion of the Non-Solicitation Period preceding the entry of the Sale Order from responding to any unsolicited inquiries from or engaging in discussions with the official committees appointed in the Chapter 11 Cases or engaging in discussions with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives third parties in consultation with such official committees, with respect to any Takeover Proposalsuch Restructuring Transaction to the extent Tronox Incorporated determines, in good faith, that such action is required by the Tronox Incorporated board of directors’ fiduciary duties to Tronox Incorporated’s stakeholders. The Shareholder Sellers shall as promptly as possible (and notify Buyers promptly, but in any event within 24 hours) (i) notify Parent twenty-four hours after receipt, of the identity receipt of any Person approaching the Shareholder inquiries, proposals or offers related to any Acquisition Transaction together with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal true and (ii) provide Parent a copy complete copies of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications all documents related thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.

Non-Solicitation. (1) Except as set forth expressly provided in Section 4.05 hereofthis Article 5, the Shareholder hereby agrees that the Shareholder Company shall not, nor and none of its Subsidiaries shall, and the Company shall it authorize any of his or her controlled Affiliatesinstruct its and its Subsidiaries’ directors, officers, employees, investment investments bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, investments bankers, attorneys, accountants and other advisors or representatives, collectively, his or her “Representatives”) not to, directly or indirectly, : (a) solicit, initiate, propose knowingly encourage or encourageotherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or take any other action to knowingly facilitatedisclosure of, any Takeover Proposal confidential information, properties, facilities, books or records of the Company or any inquiries Subsidiary or offers entering into any form of agreement, arrangement or the making of understanding) any inquiry, proposal or any other effort offer that constitutes or attempt that could may reasonably be expected to constitute or lead to a Takeover to, an Acquisition Proposal, ; (b) enter into, continue into or otherwise engage or participate in any communications discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person (other than with respect to, any Takeover Proposal the Parent and the Purchaser or any inquiries Person acting jointly or offers in concert with the Purchaser or the making of Parent) regarding any inquiry, proposal or any other efforts offer that constitutes or attempt that could may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) communicate with any Person for the purposes of clarifying the terms of any inquiry, proposal or offer made by such Person; (ii) advise any Person of the restrictions of this Agreement; and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Takeover Superior Proposal, in each case if, in so doing, no confidential or other information is communicated to such Person; (c) approve make a Change in Recommendation; (d) accept, approve, endorse or recommend, recommend or publicly propose to approve accept, approve, endorse or recommend, any Takeover Acquisition Proposal, or take no position or remain neutral with respect to any Acquisition Proposal (dit 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) make any statement Business Days following the public announcement or proposal inconsistent with public disclosure of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such five (5) Business Day period or in the event that the Company Recommendation Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day before the Company Meeting); or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended publicly propose to or is reasonably likely to lead to, any Takeover Proposal or enter into any letter of intent, memorandum of understanding, merger agreement, plan of arrangement, acquisition agreement or agreement other Contract in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution respect of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover an Acquisition Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder (1) Xxxxxxxx shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, through any officer, director, employee, representative (aincluding any financial or other advisor) or agent of Xxxxxxxx or any of its Subsidiaries, (i) make, solicit, initiate, propose assist, encourage or encourage, otherwise facilitate (including by way of furnishing information or take entering into any other action to knowingly facilitate, any Takeover Proposal or form of agreement) the initiation of any inquiries or offers proposals regarding, constituting or the making of any proposal or any other effort or attempt that could may reasonably be expected to lead to a Takeover to, an Acquisition Proposal, (bii) enter into, continue or otherwise participate in any communications discussions or negotiations regarding, or furnish to any Person provide any information with respect to, or otherwise knowingly cooperate co-operate in any way with any Person with respect towith, any Takeover Proposal effort or any inquiries or offers or the making of any proposal or attempt by any other efforts person (other than Parent or attempt its affiliates) to make or complete an Acquisition Proposal provided that Xxxxxxxx may: (A) advise any person requesting access to non-public information relating to Xxxxxxxx or its Subsidiaries that such access cannot be provided unless such person makes an Acquisition Proposal in accordance with the terms of this Agreement; and (B) advise any person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute or could not reasonably be expected to lead to a Takeover ProposalSuperior Proposal when the Board has so determined, (ciii) approve or recommendeffect a Change in Recommendation, or (iv) accept or enter into, or propose publicly propose to approve accept or recommendenter into, any Takeover Proposalletter of intent, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring principle, agreement, arrangement or undertaking in respect of an Acquisition Proposal; provided that nothing contained in this Arrangement Agreement shall prevent the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible Board from (and in any event within 24 hoursA) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and Change in Recommendation, and/or (iiB) provide Parent considering, providing information to a copy of any such Takeover Proposal (orperson, where no such copy is availablenegotiating, a reasonably detailed description of such Takeover Proposalaccepting, indicationapproving, inquiry recommending to Xxxxxxxx Shareholders or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unlessentering into an agreement, in each casecase in respect of a bona fide, written Acquisition Proposal received at any time prior to obtaining Shareholder Approval, in each case solely in the Company has previously provided such notice manner and such copy to Parent. Any violation of under the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of circumstances set forth in this Section 3.03 by 7.01 or Section 7.02, as the Shareholder.case may be, and in each case where the Acquisition Proposal in question:

Non-Solicitation. Except as set forth in Section 4.05 hereof, The Company and the Shareholder hereby agrees Participating Securityholders agree that neither the Shareholder shall not, Company nor shall it authorize any of his or her controlled Affiliates’ directors, its Subsidiaries nor any Participating Securityholder nor any of their respective officers, directors and employees shall, and the Participating Securityholders shall direct and use their best efforts to cause the Company's employees, investment bankers, attorneys, accountants or other advisors or agents and representatives (collectivelyincluding, his without limitation, any investment banker, attorney or her “Representatives”accountant retained by the Company or any of its Subsidiaries) not to, (a) file any further amendment to the Form S-1 or undertake any selling efforts, including, but not limited to, initiating any "roadshow", in connection with any possible offering of securities of the Company, or (b) initiate, solicit or encourage, directly or indirectly, (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or offer (including, without limitation, any other proposal or offer to stockholders of the Company) with respect to a merger, consolidation, recapitalization or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt that could reasonably be expected to lead to a Takeover make or implement an Acquisition Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, Participating Securityholders will immediately cease and cause to be terminated all any existing communications and activities, discussions or negotiations with any Person parties conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives heretofore with respect to any Takeover Proposalof the foregoing. The Shareholder shall as promptly as possible (and Participating Securityholders will take the necessary steps to inform the individuals or entities referred to in any event within 24 hours) (i) notify Parent the first sentence hereof of the identity of any Person approaching obligations undertaken in this Section 6.4. The Participating Securityholders will notify the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of Investor immediately if any such Takeover Proposal (orinquiries or proposals are received by, where no any such copy information is availablerequested from, a reasonably detailed description of or any such Takeover Proposal, indication, inquiry negotiations or request), including draft agreements discussions are sought to be initiated or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, continued with the Company has previously provided such notice and such copy will immediately deliver to Parent. Any violation of the foregoing restrictions by Investor any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholderwritten documentation relating thereto.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder (a) Target shall not, nor shall it authorize or permit any of his its Subsidiaries to, nor shall it authorize or her controlled Affiliates’ directorspermit any executive officer, officersdirector or employee of, employeesor any investment banker, investment bankersattorney, attorneys, accountants accountant or other advisors advisor or representatives representative (collectively, his "Representatives") of, Target or her “Representatives”) any Subsidiary of Target to, (i) directly or indirectlyindirectly solicit, initiate or knowingly encourage the submission of, any Takeover Proposal (as defined in Section 5.3(f) hereof), (aii) solicitenter into any agreement providing for any Takeover Proposal or (iii) directly or indirectly participate in any discussions or negotiations regarding, initiate, propose or encouragefurnish to any person any non-public information with respect to, or take any other action to knowingly facilitate, any Takeover Proposal or facilitate any inquiries or offers or the making of any proposal that constitutes, or may reasonably be expected to lead to, any other effort or attempt Takeover Proposal; provided, however, that could Target may, in response -------- ------- to an unsolicited bona fide Takeover Proposal that did not result from a breach of this Section 5.3(a), which the Target Board determines, in good faith and with the approval of the Special Committee, after consultation with the Special Committee's legal counsel and financial advisors, may reasonably be expected to lead to a Takeover ProposalSuperior Proposal (as defined in Section 5.3(f) hereof), subject to compliance with Section 5.3(c) hereof, (bx) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect toto the Companies to the Person making such Takeover Proposal and its Representatives pursuant to a confidentiality agreement substantially similar to the Confidentiality Agreement, and (y) participate in discussions or negotiations with such Person and its Representatives regarding such Takeover Proposal. Target agrees not to release any Person from, or otherwise knowingly cooperate in waive any way material provision of, any standstill or confidentiality agreement entered into prior to the date hereof to which any Company is a party. Upon execution of this Agreement, Target shall immediately cease any existing activities, discussions or negotiations by any Company or Representatives of any Company with any Person parties heretofore conducted with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose ; provided that Target -------- shall have the right to approve or recommend, any respond to new unsolicited Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended Proposals from such parties pursuant to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder5.3(a).

Non-Solicitation. Except as set forth in Section 4.05 hereofThe Company and Sellers agree that, from the Shareholder hereby agrees that date hereof through the Shareholder earlier of the Closing or the termination of this Agreement, they shall not, nor and shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or direct their respective representatives (collectively, his or her “Representatives”) not to, directly or indirectly, (ai) initiate, solicit, initiateknowingly encourage or knowingly facilitate any inquiries, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries proposals or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate the making or completion of, an Alternative Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Alternative Proposal; (ii) engage, continue or participate in any way negotiations concerning, or provide or cause to be provided any non-public information or data relating to the Company in connection with, or have any discussions (other than to state that they are not permitted to have discussions and to refer to this Agreement) with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or that is reasonably likely to lead to, an Alternative Proposal; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Takeover Proposal Alternative Proposal; (iv) execute or enter into into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement in principle requiring relating to any Alternative Proposal; or (v) resolve to propose or agree to do any of the Shareholder to abandonforegoing. If the Company or any Seller receives or becomes aware of any solicitation, terminate proposal, expression of interest, request for information or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with inquiry from any Person conducted prior to regarding an Alternative Proposal (an “Inquiry”), the execution of this Agreement by Company or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder Seller shall as promptly as possible (promptly, and in any event within 24 hours) (i) 48 hours of receipt of such Inquiry, notify Parent Purchaser of such Inquiry and shall provide Purchaser with the identity of the Person making such Inquiry and the material terms thereof. Until the earlier of the Closing or the termination of this Agreement, the Company shall, and Sellers shall cause the Company to, immediately terminate any discussions, inquiries, responses or negotiations with such Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy in respect of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the ShareholderInquiry.

Non-Solicitation. Except From the time of execution and delivery by each Seller and Buyer of this Agreement until the Bidding Procedures Order is entered by the Bankruptcy Court and following entry of the Sale Order (both periods being referred to as set forth in Section 4.05 hereofthe “Non-Solicitation Period”), the Shareholder hereby agrees that the Shareholder Sellers shall not, and shall cause each of the Target Companies and, to the extent permitted in the Tiwest Joint Venture Documents, Tiwest not to, nor shall it they authorize or permit any of his their respective Representatives or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, Affiliates to directly or indirectly, (a) solicit, initiatefacilitate or encourage submission of any inquiries, propose proposals or encourageoffers by, respond to any unsolicited inquiries, proposals or offers submitted by, or take enter into any discussions or negotiations regarding a Competing Transaction with any Person (other action to knowingly facilitate, any Takeover Proposal than Buyers or any inquiries of their respective Affiliates, agents or offers Representatives) with respect to (A) any sale or other disposition of all or any portion of the Acquired Business, the equity securities of Sellers, Target Companies, Tiwest (including for purposes of this Section 5(c)(v), the Tiwest Joint Venture), the Acquired Assets or any similar transaction with respect to the Acquired Business, Sellers, the Target Companies, Tiwest or the making of Acquired Assets or (B) any proposal Restructuring Transaction (such transactions described in clause (A) or (B) but excluding any other effort transactions with Buyers being referred to as an “Acquisition Transaction”); or attempt provide any information or data to, or have any discussions with any Person relating to, or that could reasonably be expected to lead to a Takeover Proposalor result in, (b) enter into, continue any Acquisition Transaction; or otherwise participate in facilitate any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts effort or attempt that could reasonably be expected to lead to a Takeover Proposalmake or implement any Acquisition Transaction; or approve, (c) approve or recommend, or propose publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal recommend or enter into any agreement or agreement in principle requiring the Shareholder understanding with any other Person that contemplates or relates to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated herebyany Acquisition Transaction. The Shareholder shallSellers shall not, and shall direct his or her Representatives not authorize any Target Company to, immediately cease and cause execute any definitive documents relating to be terminated all existing communications and negotiations any Acquisition Transaction during the Non-Solicitation Period; provided, however, that nothing in this Section 5(c)(v) shall prohibit Sellers during the portion of the Non-Solicitation Period preceding the entry of the Sale Order from responding to any unsolicited inquiries from or engaging in discussions with the official committees appointed in the Chapter 11 Cases or engaging in discussions with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives third parties in consultation with such official committees, with respect to any Takeover Proposalsuch Restructuring Transaction to the extent Tronox Incorporated determines, in good faith, that such action is required by the Tronox Incorporated board of directors’ fiduciary duties to Tronox Incorporated’s stakeholders. The Shareholder Sellers shall as promptly as possible (and notify Buyers promptly, but in any event within 24 hours) (i) notify Parent twenty-four hours after receipt, of the identity receipt of any Person approaching the Shareholder inquiries, proposals or offers related to any Acquisition Transaction together with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal true and (ii) provide Parent a copy complete copies of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications all documents related thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.

Non-Solicitation. Except as set forth in Section 4.05 hereof(a) The Company and its Subsidiaries shall, and shall instruct and use its reasonable best efforts to cause each of its Representatives to, immediately cease any discussions or negotiations with any Persons that may be ongoing with respect to a Takeover Proposal, and deliver a written notice to each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Takeover Proposal and such notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries. From the date of this Agreement until the Effective Time or, if earlier, the Shareholder hereby agrees that termination of this Agreement in accordance with Article VII, the Shareholder shall Company will not, nor and will not authorize or permit any Subsidiary or Representative to (and shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) instruct its Representatives not to), directly or indirectly, : (ai) solicit, initiate, propose or encourage, knowingly facilitate or take any other action encourage (including by providing consent or authorization to knowingly facilitate, any make a Takeover Proposal to any officer or employee of the Company or to the Company Board (or any member thereof) pursuant to any confidentiality agreement) any inquiries or offers regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Takeover Proposal, (ii) engage in, continue or otherwise participate in any other effort discussions or attempt negotiations regarding or provide any information or data concerning the Company or any of its Subsidiaries to any Person relating to, any Takeover Proposal or any proposal or offer that could reasonably be expected to lead to a Takeover Proposal; (iii) grant any waiver, (b) enter into, continue amendment or otherwise participate in release under any communications standstill or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect toconfidentiality agreement, any rights agreement or “poison pill” arrangement or Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover ProposalStatute; (iv) approve, (c) approve or endorse, recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal execute or enter into any agreement Company Acquisition Agreement; or agreement in principle requiring the Shareholder (v) resolve, propose or agree to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or do any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholderforegoing.

Non-Solicitation. Except as set forth in Section 4.05 hereofStockholder shall, the Shareholder hereby agrees that the Shareholder and shall not, nor shall it authorize any of his or her controlled Affiliatescause its affiliates and its and its affiliates’ respective directors, officers, employees, investment bankers, attorneyslegal, accountants or financial and other advisors or representatives (collectively, his or her “Stockholder Representatives”) not to, directly or indirectly, (ai) solicit, initiate, propose knowingly encourage, or encourageinduce the making, submission or announcement of, an Acquisition Proposal (as defined in the Merger Agreement), (ii) furnish to any person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its subsidiaries, or afford access to the business, properties, assets, books or records 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 knowingly facilitate, any Takeover Proposal assist or facilitate any inquiries or offers or the making of any proposal that constitutes or any other effort or attempt that could reasonably be expected to lead to a Takeover an Acquisition Proposal, (biii) enter into, continue participate or otherwise participate engage in any communications discussions or negotiations regarding, or furnish to with any Person any information person with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover an Acquisition Proposal, (civ) approve approve, endorse or recommend, or publicly propose to approve or recommend, any Takeover recommend an Acquisition Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (ev) enter into any letter of intent, memorandum of understanding or other contract contemplating or otherwise relating to an Acquisition Agreement constituting Transaction or relating to(vi) terminate, amend or which waive any 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 any of the foregoing activities if and solely to the extent that the Company is intended permitted to or is reasonably likely engage in such activities pursuant to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring Section 6.9 of the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated herebyMerger Agreement. The Shareholder shall, and Stockholder shall direct his or her Representatives to, immediately cease any and cause to be terminated all existing communications and activities, discussions or negotiations with any Person persons conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives heretofore with respect to any Takeover Acquisition Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent Without limiting the generality of the identity of foregoing, Stockholder acknowledges and hereby agrees that any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions set forth in this Section 5 by any controlled Affiliate of the Shareholder (other than the Company) Stockholder or any of the Shareholder’s or his or her controlled Affiliates’ Stockholder Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 5 by the ShareholderStockholder. Stockholder shall not enter into any letter of intent or similar document or any agreement contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to its terms.

Non-Solicitation. Except as set forth in Section 4.05 hereof, From the Shareholder hereby agrees that date hereof until the Shareholder shall not, nor shall it authorize any earlier of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, (a) the Closing or (b) the valid termination of this Agreement pursuant to Section 3.3, no Insider Holder shall, and each Insider Holder shall cause his, her or its controlled Affiliates not to, and shall use reasonable best efforts to cause his, her or its and their Representatives not to, (i) approve, endorse, recommend or make any proposal or offer that constitutes a Business Combination Proposal, (ii) initiate, solicit, initiateenter into or continue discussions, propose negotiations or encouragetransactions with, or take any other action respond to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposalproposals by, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover a Business Combination Proposal or any inquiries or offers or (other than to inform such Person of the making of any proposal or any other efforts or attempt that could reasonably be expected Insider Holder’s obligations pursuant to lead to a Takeover Proposalthis Section 1.7), (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (eiii) enter into any Acquisition Agreement constituting acquisition agreement, business combination agreement, merger agreement or relating tosimilar definitive agreement, or which is intended to or is reasonably likely to lead toany letter of intent, any Takeover Proposal or enter into any agreement memorandum of understanding or agreement in principle requiring principle, or any other agreement relating to a Business Combination Proposal, in each case, other than to or with the Shareholder Company and its Representatives, (iv) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or (v) resolve or agree to abandondo any of the foregoing. Each Insider Holder also agrees that immediately following the execution of this Agreement he, terminate she or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder it shall, and shall direct his instruct each of his, her or her its Representatives, its Affiliates and their respective Representatives to, immediately cease and cause to be terminated terminate all existing communications discussions and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives Persons that may be ongoing with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Business Combination Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the CompanyCompany and its Representatives). Notwithstanding anything in this Agreement to the contrary, (x) each Insider Holder shall not be responsible for the actions of Acquiror or the Acquiror Board (or any committee thereof), any Subsidiary of Acquiror, or any officers, directors (in their capacity as such), employees and professional advisors of any of the Shareholder’s foregoing (collectively, the “Acquiror Related Parties”), (y) each Insider Holder makes no representations or his or her controlled Affiliates’ Representatives warranties with respect to the actions of any of the Acquiror Related Parties and (other than z) any breach by Acquiror of its obligations under Section 8.4 of the Company’s Representatives) Merger Agreement shall not in itself be deemed to be considered a breach of this Section 3.03 1.7 (it being understood that, for the avoidance of doubt, such Stockholder shall remain responsible for his, her or its breach of this Section 1.7 or any breach of this Section 1.7 by the Shareholderhis, her or its Representatives (other than any such Representative that is acting in its capacity as an Acquiror Related Party)).

Non-Solicitation. (a) Except as set forth expressly provided in this Section 4.05 hereof7.1, the Shareholder hereby agrees that the Shareholder eOne shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, through any officer, director, employee, advisor, representative, agent (acollectively, “Representatives”) or otherwise, including through any of its Subsidiaries or their Representatives: (i) make, solicit, assist, initiate, propose knowingly encourage or encouragefacilitate any inquiries, proposals or offers that constitute, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to constitute or lead to a Takeover to, any Acquisition Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with with, or assist or participate in, knowingly facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; (ii) engage in any discussions or negotiations regarding, or provide any information to any Person (other than the Purchaser and its Subsidiaries) with respect to any inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal, provided that, for greater certainty, eOne may advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute and/or could not reasonably be expected to constitute, a Superior Proposal; (iii) make a Change in Recommendation; (iv) accept, approve, endorse, recommend or remain neutral with respect to, or propose publicly to accept, approve, endorse, recommend or remain neutral with respect to, any Takeover Acquisition Proposal (it being understood that publicly taking no position or any inquiries 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 7.1(a)(iv) provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by press release before the end of such five business day period (or offers or in the making event that the Meeting is scheduled to occur within such five business day period, prior to the third business day prior to the date of the Meeting) and further provided that eOne shall provide Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any proposal such press release and shall make all reasonable amendments to such -70- (d) Notwithstanding Section 7.1(a) or any other efforts anything to the contrary in this Agreement, if following the execution of this Agreement and prior to the Shareholder Approval having been obtained, the Board receives an unsolicited bona fide written Acquisition Proposal and (i) the Board first determines in good faith, after consultation with its financial and outside legal advisors, that such Acquisition Proposal constitutes or attempt that could reasonably be expected to lead to a Takeover Superior Proposal; (ii) in the judgment of the Board, (c) approve or recommendacting in good faith and after consultation with its outside legal advisors, or publicly propose the failure to approve or recommend, any Takeover Proposal, (d) make any statement or proposal provide such party with access to information regarding eOne and its Subsidiaries would be inconsistent with the Company Recommendation fiduciary duties of the Board; (iii) the Person making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing standstill or other restriction; and (eiv) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, eOne has been and shall direct his or her Representatives to, immediately cease and cause continues to be terminated all existing communications in compliance with its obligations under this Section 7.1 (it being understood that eOne shall not be in breach of this Section 7.1 if eOne or its Representatives (acting, in either case, at the direction of the Board) contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), then eOne may engage or otherwise participate in discussions or negotiations with any such Person conducted prior regarding such Acquisition Proposal and, subject to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives an Acceptable Confidentiality Agreement, provide such Person with respect access to any Takeover Proposal. The Shareholder shall as promptly as possible information regarding eOne and its Subsidiaries; provided that (and in any event within 24 hoursA) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent eOne sends a copy of any such Takeover Acceptable Confidentiality Agreement to the Purchaser promptly upon its execution, and (B) thereafter the Purchaser is provided with access to any information to which such Person was provided and which was not previously provided to the Purchaser. (e) Notwithstanding anything to the contrary contained in Section 7.1(a) or any other provision of this Agreement, if eOne receives an Acquisition Proposal that constitutes a Superior Proposal prior to the Shareholder Approval having been obtained, eOne may (or1) make a Change in Recommendation in respect of such Superior Proposal; or (2) enter into any Proposed Agreement with respect to such Superior Proposal, where no if and only if, prior to effecting such Change in Recommendation and/or entering into such Proposed Agreement: (i) eOne has complied in all material respects with Section 7.1; (ii) eOne has provided the Purchaser with a notice in writing (a “Superior Proposal Notice”) that such Acquisition Proposal constitutes a Superior Proposal, together with a copy is available, of any Proposed Agreement or Acquisition Proposal relating to such Superior Proposal and a reasonably detailed description of the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Takeover Acquisition Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate intention of the Shareholder Board to enter into such Proposed Agreement or make a Change in Recommendation; (other than iii) five business days shall have elapsed from the Companydate the Purchaser received the Superior Proposal Notice and documentation referred to in Section 7.1(e)(ii) or any of from eOne (the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.“Matching Period”);