Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. (1) Except as expressly permitted by this Article 5, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not to: (a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) continue, engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In connection therewith, the Company will (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person since January 1, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation of this Section 5.1(3)) .

Non-Solicitation. (1a) Except as expressly permitted by otherwise provided in this Article 5Agreement, the Company and the Company Subsidiary shall not, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not todirectly or indirectly through any Representative of the Company: (ai) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of discussion, negotiation, furnishing information, permitting any inquiryvisit to any facilities or properties of the Company or the Company Subsidiary or entering into any form of written or oral agreement, proposal arrangement or offer understanding) any inquiries, proposals or offers regarding, or that constitutes or may reasonably be expected to constitute or lead to, an any Acquisition Proposal; (bii) continue, engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate in any way with any Person person (other than with the Purchaser, or Offeror and its Representatives) regarding regarding, any inquiry, proposal Acquisition Proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an potential Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (ciii) withdraw, amend, modify or qualify, or propose publicly propose or state an intention to withdraw, amend, modify or qualify, in a any manner adverse to the PurchaserOfferor, the approval or recommendation of this Agreement or the Offer by the Board Recommendationor any of its committees; (div) accept, approve, endorse approve or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, or propose publicly to approve or recommend, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced an Acquisition Proposal for a period of no more than three Business Days until seven (7) calendar days following the public announcement of such Acquisition Proposal will shall not be considered to be in a violation of this Section 5.1 provided the Board has rejected such subsection 6.1(a)(iv); (v) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period)Proposal; or (evi) enter into release any person from or publicly propose to enter into waive or otherwise forebear in the enforcement of any Contract in respect confidentiality or standstill agreement or any other agreement with such person that would facilitate the making or implementation of an any Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) Proposal. (2b) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, terminated any existing solicitation, encouragement, discussion, negotiation negotiation, encouragement or other related activities commenced prior to the date of this Agreement activity with any Person person (other than the Purchaser, and Offeror or any of its Representatives) by the Company or any of its Representatives with respect to any Acquisition Proposal or any potential Acquisition Proposal. The Company shall immediately cease to provide any person (other than the Offeror or any of its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In connection therewith, the Company will (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of information concerning the Company or the Company Subsidiary in respect of any of its Subsidiaries to Acquisition Proposal or any such other Person; potential Acquisition Proposal, and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding provided to any person (other than the Company Offeror or any of its Subsidiaries provided Representatives) that has entered into a confidentiality agreement with the Company relating to any Acquisition Proposal or potential Acquisition Proposal to the extent provided for in such Person since January 1, 2016 confidentiality agreement and (ii) the destruction of shall use all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlementshonoured. (3c) The Company agrees shall ensure that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which its Representatives are aware of the prohibitions in this Section 6.1 and the Company or shall be responsible for any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation breach of this Section 5.1(3)) 6.1 by its Representatives.

Non-Solicitation. (1) Except as expressly permitted by provided in this Article 5, the Company and its Subsidiaries shall not, and shall cause its Subsidiaries and its and directly or indirectly, through any of their respective officers, directors, officers and Representatives not employees, representatives (including any financial or other adviser) or agents (collectively “Representatives”), or otherwise permit any such Representative to: (a) make, solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an a Company Acquisition Proposal; (b) continue, enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an a Company Acquisition Proposal; provided that, for greater certaintyor otherwise co-operate with, the Company shall be permitted to: (i) advise assist or participate in or facilitate or encourage in any way any effort or attempt by any other Person of the restrictions of this Agreement; and (ii) advise any Person making to undertake or seek to undertake an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Personalternative transaction; (c) withdrawenter into any oral or written agreement, amendunderstanding, modify arrangement or qualifyletter of intent, or publicly propose or state an intention to withdraw, amend, modify or qualify, in with any other Person regarding a manner adverse to the Purchaser, the Board Recommendation;Company Acquisition Proposal; or (d) accept, approve, endorse or recommendmake, or publicly propose to acceptmake, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be Company Change in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) Recommendation. (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation negotiations, or other related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an a Company Acquisition Proposal. In , and in connection therewith, therewith the Company will shall: (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room the Company Data Room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other PersonSubsidiary; and and (b) within two Business Dayspromptly following the date hereof, request to the extent it is permitted to do so, request, and exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries Subsidiary provided to any such Person since January 1, 2016 other than the Purchaser; and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided Subsidiary, to any the extent that such Personinformation has not previously been returned or destroyed, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company agrees represents and warrants that (i) it shall use commercially reasonable efforts to enforce each the Company has not waived any confidentiality, standstill standstill, non-solicitation, use, business purpose or similar agreement, agreement or restriction or covenant to which the Company or any of its Subsidiaries Subsidiary is a party, and covenants and agrees that (i) the Company shall take all necessary action to enforce each confidentiality, standstill, non-solicitation, use, business purpose or similar agreement or restriction to which the Company or any Subsidiary is a party relating to a Company Acquisition Proposal, and (ii) it shall not neither the Company, nor any Subsidiary nor any of their respective Representatives will, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify any such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill standstill, use, business purpose or similar agreement or restriction to which the Company or any Subsidiary is a party (relating to a Company Acquisition Proposal, it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant provisions of any such agreements agreement or restriction as a result of the entering into and announcing this Agreement by the Company pursuant to the express terms of any such agreement or restriction, shall not be a violation of this Section 5.1(3)) 5.1.

Non-Solicitation. (1a) Except as expressly permitted by this Article 5, the Company Normandy shall not, and nor shall cause it permit any of its Subsidiaries and subsidiaries to, nor shall it authorise or permit any officer, director or employee of, or require any investment banker, attorney or other advisor, agent or representative of Normandy or any of its and their respective directors, officers and Representatives not subsidiaries to: (ai) directly or indirectly solicit, assist, initiate, knowingly initiate or encourage the making of (including by way of furnishing non-public information) any inquiries or otherwise knowingly facilitate proposals regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Competing Takeover Proposal;; or (bii) continueaccept or enter into any agreement, engage arrangement or understanding with respect to any Competing Takeover Proposal or directly or indirectly participate in any discussions or negotiations regarding or furnish to any person any information with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead respect to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position any other action to facilitate any inquiries or remain neutral with respect to the making of any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition a Competing Takeover Proposal. In connection therewith, the Company will ; or (iii) approve or recommend any Competing Takeover Proposal. (b) Paragraphs (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; (ii) and (biii) within two Business Daysdo not restrict Normandy or the Normandy Board from taking or refusing to take any action with respect to a BONA FIDE Competing Takeover Proposal provided that the Normandy Board has determined in good faith and acting reasonably after consultation with its financial advisors and outside legal counsel, request that such BONA FIDE Competing Takeover Proposal, that was not solicited, initiated or encouraged by Normandy in contravention of clause 3(a)(i) and did not otherwise result from a breach or deemed breach of paragraph (a)(i) or (ii), is a Superior Takeover Proposal. (c) Normandy shall upon the execution of this Deed: (i) immediately cease and cause to be terminated any existing discussions or negotiations, directly or indirectly, with any person with respect to (i) any Competing Takeover Proposal, or (ii) any transaction (which, for greater certainty, includes any Competing Takeover Proposal) that may adversely affect or reduce the likelihood of the successful completion of the Newmont Takeover Bid; and (ii) not, directly or indirectly, waive or vary any terms or conditions of any confidentiality or standstill agreement that it has, as of the date hereof, entered into with any person considering a Competing Takeover Proposal and shall immediately request the return (or destruction the deletion from retrieval systems and data bases or the destruction) of all copies information. (d) The obligations of Normandy under paragraphs (a)(ii) and (iii) and (c) do not restrict Normandy or the Normandy Board from taking or failing to take any confidential information regarding action where to do so would, in the Company determination of the Normandy Board, made in good faith and acting reasonably after consultation with its financial advisors and outside legal advisors, constitute or would be likely to constitute a breach of a fiduciary or statutory duty or obligation imposed on the members of the Normandy Board. (e) Normandy has no obligation under clause 3 in any of the following circumstances: (i) Newmont has not by 1 January 2002 (or such extended time as may be permitted by the Corporations Act or the Australian Securities and Investments Commission) served on Normandy a Bidder's Statement relating to the Bid; (ii) offers pursuant to Newmont's Bid are not dispatched to Normandy shareholders on or before 16 January 2002 (or such extended time as may be permitted by the Corporations Act or the Australian Securities and Investments Commission); (iii) Newmont withdraws its Bid, after the Bid is made; or (iv) Newmont's Bid closes, unless the circumstances in (i) or (ii) arise because the certificate contemplated by clause 6.8 has not been provided by Normandy. (f) Without limiting the foregoing, it is understood that any breach of the restrictions in paragraph (a) or (c) by any officer or director of Normandy or any of its Subsidiaries provided subsidiaries or investment bankers, attorneys or other advisors or representatives shall be deemed to any such Person since January 1, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation breach by Normandy of this Section 5.1(3paragraph (a) or (c)) .

Non-Solicitation. (1a) Except as expressly permitted by otherwise provided in this Article 5, the Company Zarlink shall not, and shall cause not directly or indirectly through any of its Subsidiaries and its and their respective directors, officers and Representatives not toRepresentatives: (ai) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing information or entering into any inquiryform of written or oral agreement, proposal arrangement or offer that constitutes understanding) any inquiries, offers or may reasonably be expected proposals regarding an Acquisition Proposal or otherwise co-operate in any way with, or assist with or participate in any way in any effort or attempt by any Person to constitute or lead to, make an Acquisition Proposal; (bii) continue, engage enter into or participate in any discussions or negotiations regarding an Acquisition Proposal; (iii) withdraw, modify or qualify (or propose to do so) in a manner adverse to the Offeror, the approval or recommendation of the Zarlink Board of Directors or any committee thereof of the Offers or this Agreement; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal, or (v) accept, recommend, approve or enter into any letter of intent, agreement in principle, agreement, understanding or arrangement in respect of an Acquisition Proposal or providing for the payment of any break, termination or other fees or expenses to any Person in the event that Zarlink completes the transactions contemplated in this Agreement or any other transaction with the Offeror or any of its Affiliates agreed to prior to any termination of this Agreement, whether formal or informal. (b) Zarlink shall, and shall cause its Representatives to, immediately terminate any existing discussions or negotiations with any Person (other than with the Purchaser, Offeror or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, and its Representatives) with respect to any proposal that constitutes, or which could reasonably be expected to constitute, an Acquisition Proposal, whether or not initiated by Zarlink. Zarlink shall not amend, modify or waive, but shall enforce, any of the standstill provisions of the confidentiality agreements entered into by Zarlink with other Persons relating to a potential Acquisition Proposal. (c) Zarlink shall, as soon as practicable and in any event within 24 hours following receipt thereof notify the Offeror, at first orally and then in writing, of any inquiry, proposal or offer (or any amendment thereto) or request relating to or constituting an Acquisition Proposal, any request for discussions or negotiations, and/or any request for non-public information relating to Zarlink or for access to properties, books and records or a list of the securityholders of Zarlink or any amendments to the foregoing. Such notice shall include the terms and conditions of, and the identity of the Person making, any inquiry, proposal or offer (including any amendment thereto), and shall include, in the case of a written proposal or offer, copies of any such proposal or offer or any amendment to any of the foregoing. Zarlink shall keep the Offeror promptly and fully informed of the status, including any change to the material terms, of any such proposal or offer or any amendment to the foregoing, and will respond promptly to all inquiries by the Offeror with respect thereto. (d) Notwithstanding Section 5.1(a) or any provision of this Agreement to the contrary, if after the date of this Agreement, Zarlink receives a request for material non-public information in relation to a potential Acquisition Proposal and which proposes a bona fide Acquisition Proposal (that constituteswas not solicited, encouraged or facilitated after the date hereof in contravention of Section 5.1(a)), and (i) the Zarlink Board of Directors determines in good faith after consultation with its financial advisors and its legal counsel, that such Acquisition Proposal is, or may could reasonably be expected to constitute or lead to, an Acquisition Proposal. In connection therewith, the Company will (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person since January 1, 2016 a Superior Proposal and (ii) the destruction of all material including or incorporating or otherwise reflecting failure to provide the Person making such confidential Acquisition Proposal with access to such information regarding Zarlink would be inconsistent with the Company fiduciary duties of the Zarlink Board of Directors, then, and only then, Zarlink may provide such person with access to information regarding Zarlink, subject to the execution of a confidentiality agreement, provided however that Zarlink sends a copy of any such confidentiality agreement to the Offeror promptly upon its execution and the Offeror is provided with a list of or any copies of its Subsidiaries the information provided to any such Person, in each case using its commercially reasonable efforts person and is provided forthwith with access to ensure that similar information to which such requests are fully complied with in accordance with the terms of such rights or entitlementsPerson was provided. (3e) The Company agrees Zarlink shall ensure that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result Representatives are aware of the entering into this Agreement shall not be a violation provisions of this Section 5.1(3)) 5.1 and Zarlink shall be responsible for any breach of this Section 5.1 by such Representatives.

Non-Solicitation. (1a) Except Subject to the provisions of this Section 6.2, and except for actions or omissions taken by or at the direction of Parent or Merger Sub, or their respective Affiliates, including in such Person's capacity as expressly permitted by this Article 5a director, officer or employee of any of the Group Companies or otherwise, during the Pre-Closing Period, the Company shall not, and shall cause not authorize or permit any of its Representatives, any of the Company's Subsidiaries and its and or any of their respective directorsRepresentatives to, officers and Representatives not todirectly or indirectly: (ai) solicit, assist, initiate, initiate or knowingly encourage any Competing Proposal or otherwise knowingly facilitate any inquiry, inquiries or the making of any proposal or offer that constitutes or may could reasonably be expected to constitute or lead to, an Acquisition to a Competing Proposal; (ii) enter into, continue or otherwise engage in discussions or negotiations with any Person or furnish to any Person (or any representative thereof) any non-public information with respect to the Company or any of its Subsidiaries, or knowingly cooperate with any Person (or any representative thereof), in each case, with the intent to induce the making of, a Competing Proposal or any proposal or offer that could reasonably be expected to lead to a Competing Proposal; (iii) approve, endorse, recommend or enter into any written agreement in principle, letter of intent, merger agreement, acquisition agreement or other similar written agreement or any Contract relating to any Competing Transaction (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 6.2(b)); (iv) grant any waiver, amendment or release under any standstill, confidentiality or similar agreement to which the Company is a party and the Company shall promptly take all actions necessary to terminate or cause to be terminated any such waiver previously granted with respect to any provision of any such standstill, confidentiality or similar agreement and to enforce such standstill, confidentiality or similar agreement; or (v) authorize or direct any of the Representatives of the Company or any of its Subsidiaries to take any action or resolve to propose, agree or publicly announce an intention to do any of the foregoing. (b) continueNotwithstanding anything in this Agreement to the contrary, at any time on or after the date hereof and prior to the Closing, following the receipt of a bona fide written proposal or offer regarding a Competing Transaction that was not obtained in violation of this Section 6.2, (i) the Company, the Special Committee, or their respective Representatives may communicate with the Person or group of Persons who has made such proposal or offer to clarify and understand the terms and conditions thereof, and notify such Persons of the restrictions of this Section 6.2(b), (ii) the Company and its Representatives may furnish nonpublic information in response to the request of the Person or group of Persons who has made such proposal or offer, provided that (x) prior to furnishing such nonpublic information, the Company receives from such Person or group of Persons an executed Acceptable Confidentiality Agreement, and (y) concurrently with furnishing any such nonpublic information to such Person or group of Persons, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished or made available by the Company to Parent), and (iii) the Company, the Special Committee and their respective Representatives may engage or participate in any discussions or negotiations with the Person or group of Persons who has made such proposal or offer; provided further that prior to taking any Person actions described in clause (other than ii) or (iii), the Special Committee shall (A) have determined in good faith, after consultation with the Purchaserits outside legal counsel, or its Representatives) regarding any inquiry, that such proposal or offer that constitutes a Superior Proposal or may could reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to result in a Superior Proposal, in each caseand (B) provide Parent with written notice of the receipt by the Company of any Competing Proposal or any inquiry, if in so doingoffer or proposal that could reasonably be expected to lead to a Competing Proposal (including the identity of the Person or group of Persons making or submitting such Competing Proposal, no other information that is prohibited from being communicated under this Agreement is communicated and details of the material terms and conditions thereof) prior to or concurrently with taking any such Person;action. (c) The Company shall keep Parent promptly and reasonably informed with respect to (i) any inquiry or indication of interest that could lead to a Competing Proposal, (ii) the status of any such Competing Proposal and (iii) the status, any material developments and the terms of any material modification thereto. The Company agrees that it will not enter into any agreement with any Person subsequent to the date hereof that prohibits the Company from providing any information or materials to Parent in accordance with, or otherwise complying with, this Section 6.2(c). (d) The Company shall cease and cause to be terminated any discussions existing as of the date hereof with any Person or group of Persons that relate to or for the purpose of knowingly encouraging or facilitating any Competing Proposal. (e) During the Pre-Closing Period, neither the Company nor the Board (in accordance with Section 10.16) nor any committee thereof shall (i) withhold, withdraw, amend, modify qualify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualifymodify, in a manner adverse to Parent or Merger Sub, the PurchaserCompany Recommendation, (ii) adopt, approve or recommend any Competing Transaction, (iii) fail to recommend against any Competing Transaction subject to Regulation 14D under the Exchange Act in any solicitation or recommendation statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Competing Transaction, or (iv) resolve or agree to take any of the foregoing actions (any of the actions or events described in clauses “(i)” through “(iv),” a “Change in Company Recommendation”). (f) Notwithstanding anything in this Agreement to the contrary, prior to the Closing, if in response to the receipt by the Company of a Competing Proposal, the Board Recommendation; (d) acceptor the Special Committee determines in good faith, approveupon the direction of the Special Committee following consultation with its financial advisor and outside legal counsel, endorse that such offer or recommend, or publicly propose proposal constitutes a Superior Proposal and that the failure to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not action could reasonably be considered expected to be in violation of this Section 5.1 provided inconsistent with its fiduciary duties under applicable Laws, the Board has rejected such Acquisition Proposal and affirmed or the Board Special Committee, as the case may be, may make a Change in Company Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition such Superior Proposal and cause the Company to terminate this Agreement under Section 9.1(c)(ii); provided that (other than i) the Board or the Special Committee has first notified Parent in writing of its intent to take such action (any such notice, a confidentiality agreement permitted “Change in Company Recommendation Notice”), which notice shall contain the identity of the Person making the Superior Proposal, specify the material terms of the Superior Proposal, contain a copy of the material documents and/or agreements providing for the Superior Proposal and indicate that the Board or the Special Committee intends to effect a Change in Company Recommendation and terminate this Agreement; (ii) if requested by and Parent in accordance with Section 5.3) . (2) The writing, the Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease for a period of at least five (5) Business Days following receipt by Parent of the Change in Company Recommendation Notice (such time period, the “Notice Period”) and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other related activities commenced prior to making any such Change in Company Recommendation and terminating this Agreement, negotiate with Parent and any Representative of Parent in good faith (to the date extent Parent desires to negotiate) to permit Parent to propose amendments to the terms and conditions of this Agreement and the Transactions (a “Parent Proposal”); (iii) following the Notice Period, and taking into account any Parent Proposal received during the Notice Period, the Board or the Special Committee shall have considered in good faith such Parent Proposal, if any, and shall, prior to making any such Change in Company Recommendation and terminating this Agreement, have determined, in respect of such Superior Proposal, following consultation with any Person its financial advisor and outside legal counsel, that the Superior Proposal would continue to constitute a Superior Proposal if the revisions proposed in such Parent Proposal, if any, were to be given effect; (iv) such Superior Proposal did not result from a material breach of this Section 6.2 (other than any such breach caused by Parent, Merger Sub, the PurchaserRollover Shareholders, the Sponsor, the Guarantor or their respective Affiliates); and its Representatives(v) in the event that the Board or the Special Committee (in accordance with respect Section 10.16) causes the Company to any inquiry, proposal or offer that constitutes, or may reasonably be expected terminate this Agreement in accordance with this Section 6.2(f) pursuant to constitute or lead to, an Acquisition Proposal. In connection therewithSection 9.1(c)(ii), the Company will (a) immediately discontinue access shall pay to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of Parent the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person since January 1, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with Termination Fee in accordance with Section 9.3(a). The Company acknowledges and agrees that, in connection with a Change in Company Recommendation Notice delivered in connection with a Competing Proposal that is determined to be a Superior Proposal for purpose of this Section 6.2(f), each successive material modification to the financial terms of such rights or entitlements. Competing Proposal shall be deemed to constitute a new Competing Proposal and shall trigger a new Notice Period, except that the Notice Period shall be at least three (3) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation of this Section 5.1(3)) Business Days.

Non-Solicitation. (1a) Except as otherwise expressly permitted by provided in this Article 5Section 5.8 (including but not limited to Section 5.8(d)), neither Stars nor Flutter shall, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of such Party or any of its Subsidiaries (collectively, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not to:“Representatives”): (ai) solicit, assist, initiate, or knowingly encourage encourage, assist or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of Stars or Flutter or any Subsidiary, as applicable, or entering into any form of agreement, arrangement or understanding (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.8(d))) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (bii) continueenter into, continue or otherwise engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representativesother Party) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (diii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced an Acquisition Proposal for a period of no more than three five (5) Business Days following the public formal announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 5.8 (or in the event that the Stars Meeting or the Flutter Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day before the date of the Stars Meeting or the Flutter Meeting, as applicable); provided the Stars Board or Flutter Board, as applicable, has rejected such Acquisition Proposal and affirmed their recommendation of the Board Recommendation by Arrangement before the end of such three Business Day period); or; (eiv) accept or enter into into, or publicly propose to accept or enter into into, any Contract letter of intent, agreement in respect of an principle, agreement, arrangement or undertaking related to any Acquisition Proposal (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.35.8(d)) (a “Proposed Agreement”); or (v) make a Change in Recommendation. (2b) The Company Each of Stars and Flutter shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussion, negotiation or other related activities commenced prior to the date of this Agreement activity with any Person (other than the Purchaser, and other Party) conducted by such Party or any of its Representatives) Subsidiaries or Representatives with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and, in connection therewith, the Company such Party will (a) immediately discontinue access to to, and disclosure of, any of all confidential information, including its information (and not establish or allow access to any data room and any other access to confidential of its or its Subsidiaries’ information, any data room, virtual or otherwise, or any of its or its Subsidiaries’ properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Personrecords); and (b) within two Business Daysshall as soon as possible request, request (i) and exercise all rights it has to require, the return or destruction of all copies of any confidential information regarding such Party and its Subsidiaries previously provided to any such Person or any other Person (other than the Company other Party and its Representatives) to the extent such information has not already been returned or destroyed. Neither Stars nor Flutter shall release any third party from any confidentiality, non-solicitation or standstill agreement, or terminate, modify, amend or waive the terms thereof, and each of Stars and Flutter undertakes to enforce, and cause its Subsidiaries to enforce, all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that such Party or any of its Subsidiaries provided has entered into prior to the date hereof except to allow a Person to propose an Acquisition Proposal to the Party (it being acknowledged that the automatic termination or release of any such Person since January 1agreement, 2016 restriction or covenant as a result of either Party entering into this Agreement shall not be a violation of this Section 5.8(b)). Each of Stars and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company Flutter covenants and agrees that (i) that it shall use commercially reasonable efforts take all necessary action to enforce each confidentiality, standstill or similar agreement, agreement or restriction or covenant to which the Company it or any Subsidiary is a party, and (ii) that neither it, nor any Subsidiary or any of its Subsidiaries is a party and (ii) it shall not Representatives have or will, without the prior written consent of the other Party, release any Person from, or waive, amend, suspend or otherwise modify any such Person’s obligations respecting the Companyit, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company it or any Subsidiary is a party except to allow such Person to propose an Acquisition Proposal to such Party. (it being acknowledged c) If a Party or any of its Subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of (i) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or (ii) any request (by any Person that such Party or any of its Subsidiaries or any of their respective Representatives is aware, or would reasonably be expected to be aware, is considering making, or has made, an Acquisition Proposal) for copies of, access to, or disclosure of, confidential information relating to such Party or any of its Subsidiaries, including information, access, or disclosure relating to the properties, facilities, books or records of such Party or any of its Subsidiaries, such Party shall promptly notify the other Party, at first orally, and agreed then as soon as practicable and in any event within twenty four (24) hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions (if applicable), the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Persons. The Parties shall keep one another promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request and will respond promptly to all inquiries by the Purchaser that other Party with respect thereto. (d) Notwithstanding any other provision of this Agreement, if at any time following the automatic termination date of this Agreement and prior to obtaining the Stars Shareholder Approval or release of any confidentialitythe Flutter Shareholder Approval, as applicable, a Party or its Representatives receives a bona fide unsolicited Acquisition Proposal and such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar agreementrestriction, restriction Stars or covenant Flutter, as applicable, has been, and continues to be, in compliance with its obligations under Section 5.8, and the Stars Board or the Flutter Board, as applicable, determines, in good faith after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal, then, and only in such case, such Party may: (i) provide the Person making such an Acquisition Proposal with access to such information regarding such Party and its Subsidiaries as has been provided to the other Party or as is required to be provided by applicable Law; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal, provided that such Party shall not, and shall not allow any of its Subsidiaries or Representatives to, disclose any non-public information with respect to such Party or any of its Subsidiaries to such Person making such Acquisition Proposal without having (i) entered into a confidentiality and standstill agreement on customary terms, and provided a copy of such confidentiality and standstill agreement to the other Party and (ii) provided to the other Party a list of and access to the information made or to be made available to such Person. Any such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with such Party and may not restrict such Party or any of its Subsidiaries from otherwise complying with Section 5.8. (e) Notwithstanding anything to the contrary contained in Section 5.8(a) or any other provision of this Agreement, if a Party receives an Acquisition Proposal that constitutes a Superior Proposal, such Party may (i) make a Change in Recommendation in respect of such Superior Proposal or (ii) enter into any Proposed Agreement with respect to such Superior Proposal if, and only if, prior to effecting such Change in Recommendation and/or entering into such Proposed Agreement: (i) the Flutter Shareholder Approval or the Stars Shareholder Approval, as applicable, has not been obtained; (ii) such Party has complied in all material respects with Section 5.8; (iii) such Party has provided the other Party with a notice in writing that there is a Superior Proposal together with a copy of the proposed definitive agreement for the Superior Proposal and all supporting materials, including documentation supporting the valuation of any non-cash consideration and any financing documents supplied to such agreements as a result Party in connection therewith, subject to, in the case of financing documents, customary confidentiality provisions with respect to fee letters or similar information, such documents to be so provided to the other Party not less than five (5) Business Days prior to the proposed acceptance, approval or execution of the entering into Proposed Agreement by such Party; (iv) five (5) Business Days (the “Matching Period”) shall have elapsed from the date the other Party received the notice and documentation referred to in Section 5.8(e)(iii)from such Party and, during any Matching Period, the other Party has had the opportunity (but not the obligation), in accordance with Section 5.8(f), to offer to amend this Agreement shall not and the Arrangement in order for such Acquisition Proposal to cease to be a violation Superior Proposal, and, if the other Party has proposed to amend the terms of the Arrangement in accordance with Section 5.8(f), the Stars Board or the Flutter Board, as applicable, shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by the other Party; and (v) after the Matching Period, the board of the Party in receipt of the Acquisition Proposal determines, after consultation with outside counsel and financial advisors, that the Acquisition Proposal constitutes a Superior Proposal. (f) Each of Stars and Flutter acknowledges and agrees that, during the Matching Period or such longer period as such Party may approve for such purpose, the other Party shall have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. The Stars Board or the Flutter Board, as applicable, will, in consultation with outside legal counsel and financial advisers, review any proposal by the other Party to amend the terms of this Agreement in order to determine in good faith in the exercise of its fiduciary duties whether the other Party’s proposal to amend this Agreement would result in the Acquisition Proposal ceasing to be a Superior Proposal, and will respond to the other Party with such determination within three (3) Business Days of receiving the other Party’s proposal to amend this Agreement. If the Stars Board or the Flutter Board, as applicable, determines that the Acquisition Proposal is not a Superior Proposal as compared to the proposed amendments to the terms of this Agreement, it will promptly enter into an amended agreement with the other Party reflecting such proposed amendments. Each Party undertakes to the other to negotiate in good faith and in a timely manner with the other Party during the Matching Period. (g) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Party receiving an Acquisition Proposal or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.1(35.8, and the other Party shall be afforded a new full five (5) Business Day Matching Period from the date on which the other Party received the notice and documentation referred to in Section 5.8(e)(iii) with respect to each new Superior Proposal. (h) Each of Stars and Flutter shall ensure that its Representatives and its Subsidiaries are aware of the provisions of this Section 5.8, and each of Stars and Flutter shall be responsible for any breach of this Section 5.8 by its Representatives and its Subsidiaries. (i) In circumstances where: (i) Stars or Flutter has notified the other that it intends to make a Change in Recommendation under Section 5.8(j); or (ii) Stars or Flutter provides the other with notice of a Superior Proposal contemplated by Section 5.8(e), on a date that is less than fifteen (15) Business Days prior to the Stars Meeting or the Flutter Meeting, as applicable, Stars or Flutter may, or if requested by the other, shall adjourn the Stars Meeting or the Flutter Meeting, as applicable, to a date that is fifteen (15th) Business Days after the date of such notice, provided, however, that neither the Stars Meeting nor the Flutter Meeting shall be adjourned or postponed to a date that is later than the fifteenth (15th) Business Day prior to the Outside Date. (j) Nothing in this Section 5.8 shall prohibit the Stars Board or the Flutter Board from (i) making a Change in Recommendation or from making any disclosure to any securityholders of the applicable Party prior to the Effective Time, if, in the good faith judgment of the Stars Board or the Flutter Board, as applicable, after consultation with outside counsel and financial advisors, failure to take such action or make such disclosure would be inconsistent with the fiduciary duties of the Stars Board or the Flutter Board, as applicable, or such action or disclosure is otherwise required under applicable Law and (ii) responding through a directors’ circular or equivalent document to an Acquisition Proposal that it determines is not a Superior Proposal, provided that such Party shall provide the other Party and its outside legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure (if practicable) and shall make all reasonable amendments as requested by the other Party and its legal counsel. (k) Nothing in this Section 5.8 shall prevent Flutter from complying with the requirements of the Irish Takeover Rules or the Irish Takeover Panel.

Non-Solicitation. (1a) Except as expressly permitted by this Article 5, the Company Emerald shall not, and shall cause its Subsidiaries Affiliates not to, directly or indirectly, through any of its or its Affiliates’ Representatives and its and their respective directors, officers and Representatives shall not permit any Person to: (ai) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records relating to PSF or entering into any form of agreement, arrangement or commitment) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, to an Acquisition Proposal; (bii) continue, enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, to an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; other than with Village Farms and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Personits Affiliates; (ciii) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, make a Change in a manner adverse to the Purchaser, the Board Recommendation; (div) make any public announcement or take any other action inconsistent with, or that could reasonably be regarded as detracting from, the recommendation of the board of directors of Emerald that the Emerald Shareholders vote in favour of the Emerald Resolution; (v) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to to, any publicly announced Acquisition Proposal that has been made public (it being understood that publicly taking no position or a neutral position with respect to a publicly announced or otherwise publicly disclosed Acquisition Proposal for a period of no more than three two (2) Business Days following the public announcement of such Acquisition Proposal will shall not be considered to be in violation a breach of this Section 5.1 6.1 provided that the Board board of directors of Emerald has rejected such Acquisition Proposal and affirmed the Board Recommendation by before the end of such three two (2) Business Day period); or (evi) enter into into, any letter of intent, agreement in principle, agreement, arrangement or publicly propose to enter into any Contract understanding (i) in respect of an or in any way related to any Acquisition Proposal Proposal; (ii) requiring Emerald to abandon, terminate or fail to consummate the Transaction or (iii) providing for the payment of any break, termination or other than a confidentiality agreement permitted fees or expenses (no matter how characterized) or conferring any other rights or options to acquire the Purchased Shares upon any Person including in the event that Emerald or any of its Affiliates completes the transactions contemplated by and in accordance this Agreement or any other transaction with Section 5.3) Village Farms agreed to prior to any termination of this Agreement. (2b) The Company Emerald shall, and shall direct and cause each of its Subsidiaries Affiliates and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation negotiations or other related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, Village Farms and its Representativesaffiliates) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and in connection therewith, the Company will therewith shall: (ai) immediately discontinue access to and disclosure of all confidential informationinformation regarding PSF, including access to any data room and any other access to confidential information, properties, facilities, books and or records of the Company Emerald, PSF or any Affiliate of any of its Subsidiaries to Emerald that includes any such other Personinformation; and and (bii) to the extent that such information has not previously been returned or destroyed, within two (2) Business DaysDays of the date hereof request, request and use its commercially reasonable efforts to require, (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person since January 1PSF, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries PSF provided to any such PersonPerson (other than Village Farms and its affiliates), in each case using and use its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3c) The Company Emerald represents and warrants that neither it nor any of its Representatives or Affiliates has waived any standstill or similar agreement or restriction with respect to the Purchased Shares in effect as of the date of this Agreement to which it is a party. Emerald further covenants and agrees that (ia) it and its Representatives shall use take all commercially reasonable efforts action to enforce each confidentiality, standstill standstill, non-disclosure, non-solicitation, use, business purposes or similar agreement, restriction agreement or covenant with respect to which the Company or any of its Subsidiaries is a party Purchased Shares, and (iib) it shall not release release, and shall cause its agents and Affiliates not to release, any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Companyprovision of, or grant permission under or fail to enforce, any of its Subsidiariesstandstill, under any confidentialitynon-disclosure, standstill non-solicitation, use, business purpose or similar agreement or restriction covenant with respect to which the Company or any Subsidiary is a party Purchased Shares. (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result d) Any violation of the entering into restrictions set forth in this Agreement Article 6 by Emerald, its Affiliates or their respective Representatives shall not be deemed to be a violation breach of this Section 5.1(3)) Article 6 by Emerald.

Non-Solicitation. (1a) Except as expressly permitted by this Article 5, the Company Each Seller shall not, and shall cause its Subsidiaries and its and their respective directors, officers Affiliates and Representatives not to, directly or indirectly: (ai) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records relating to any Company Entity) any inquiry, proposal or offer that constitutes or may would reasonably be expected to constitute or lead toconstitute, an Acquisition Proposal; (bii) continue, enter into or otherwise engage or participate in any negotiations or meaningful discussions or negotiations with any Person (other than with the Purchaser, Buyer or its Affiliates or their respective Representatives) regarding any inquiry, proposal or offer that constitutes or may would reasonably be expected to constitute or lead toconstitute, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (ciii) permit the BBU Board to, and the BBU Board shall not, fail to unanimously recommend (subject to any abstentions by directors that are conflicted) or withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, qualify in a manner adverse to that has substantially the Purchasersame effect as withdrawing, amending, modifying, the Board Recommendation; (div) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to publicly reaffirm within three Business Days after having been requested in writing to do so by Buyer, the Board Recommendation (which request may only be made once with respect to any such Acquisition Proposal, except that Buyer may make an additional request after any material change in the terms of such Acquisition Proposal); (v) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (evi) approve, recommend or enter into or publicly propose to enter into any Contract agreement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) Proposal. (2b) The Company Immediately following the date of this Agreement, each Seller shall, and shall cause each of its Subsidiaries and its and their respective directors, officers Affiliates and Representatives to, immediately to cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation discussion or other related activities commenced prior to the date of this Agreement negotiations with any Person (other than the Purchaser, and Buyer or its Affiliates or their respective Representatives) with respect to any inquiry, proposal or offer made prior to the execution and delivery hereof that constitutes, or may would reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and in connection therewith, the Company will each Seller shall, and shall cause its respective Affiliates and Representatives to: (ai) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the any Company or of any of its Subsidiaries Entity; and (ii) request, and use reasonable best efforts to any such other Person; and (b) within two Business Daysexercise all rights it has to require, request (i) the return or destruction of all copies of any confidential information regarding the any Company or any of its Subsidiaries Entity provided to any such Person since January 1(other than Buyer or its Affiliates or their respective Representatives) that has executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of use its Subsidiaries provided to any such Person, in each case using its commercially reasonable best efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlementsrights. (3c) The Company Each Seller agrees that (i) it not to, and shall use commercially reasonable efforts to enforce each confidentialitycause its respective Affiliates and Representatives not to, standstill or similar agreementwithout the prior written consent of Buyer, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any waive such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company any such Seller, Affiliate or any Subsidiary Representative is a party and that relates to the Company Entities (it being acknowledged and agreed by the Purchaser Buyer that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant restrictions of any such agreements as a result of the entering into and announcing this Agreement shall not be a violation of this Section 5.1(37.16(c)). (d) If any senior-level officer or employee of either Seller receives or becomes aware of, whether through a Seller or any of its Affiliates or Representatives, any inquiry, proposal, offer or request that constitutes or would reasonably be expected to constitute an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to any Company Entity, including information, access, or disclosure relating to the properties, facilities, books or records of any Company Entity, in each case, in connection with an Acquisition Proposal, Sellers shall promptly notify Buyer, at first orally, and then in writing, of such Acquisition Proposal, inquiry, proposal, offer or request (or any amendment thereto), provide a summary of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and provide a copy of any written Acquisition Proposal. (e) From and after the time at which the BBU Minority Approval has been obtained, no breach of this Section 7.16 shall have any effect on, or be considered with respect to, the failure of any condition set forth in Article 8. (f) The Buyer acknowledges that the BBU Board shall be permitted to make any disclosure to the BBU Unitholders required by Applicable Law; provided that, for certainty, any such disclosure must comply with Section 7.15 and this Section 7.16.

Non-Solicitation. (1) Except From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article 7 and the Effective Time, except as expressly permitted by provided in this Article 5, the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly, through any of its Representatives or affiliates or otherwise, and its and their respective directors, officers and Representatives shall not permit any such Person to: (a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer (whether public or otherwise) that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person (other than the Purchaser and its affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) continue, engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, make a Change in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than three five (5) Business Days following the public announcement or public disclosure of such Acquisition Proposal Proposal, or, in the event the Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the Meeting (or, if the public announcement were made less than three (3) Business Days prior to the Meeting, prior to the second Business Day before the Meeting) will not be considered to be in violation of this Section 5.1 5.1(1)(d)), provided that the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by press release before the end of such three Business Day period); or (e) accept, approve, endorse, recommend, execute or enter into into, or publicly propose to accept, approve, endorse, recommend, execute or enter into into, any Contract letter of intent, memorandum of understanding, acquisition agreement, agreement in principle or similar agreement with any Person in respect of an Acquisition Proposal (other than a confidentiality agreement an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3) ). (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation negotiations or other related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, Purchaser and its Representativesaffiliates) with respect to any inquiry, proposal or offer that constitutes, (x) if made after the date of this Agreement would have constituted an Acquisition Proposal; or (y) may reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and, in connection therewith, the Company will with such termination shall: (a) immediately discontinue access to to, and disclosure of of, all confidential informationinformation regarding the Company and its Subsidiaries to any such Person, including access to any data room (whether physical or virtual) and any other access to confidential information, properties, facilities, facilities and books and records of the Company or of any of its Subsidiaries to any such other PersonSubsidiaries; and and (b) within two Business Daysrequest from any such Person, request and exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person other than the Purchaser, its affiliates and their respective Representatives since January April 1, 2016 2022 in respect of any inquiry, proposal or offer that, if made after the date of this Agreement, would have constituted or would have been reasonably expected to constitute or lead to, an Acquisition Proposal, and (ii) the destruction of all material to the extent including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such PersonSubsidiaries, in each case using its commercially reasonable efforts case, to ensure the extent that such requests are fully complied with in accordance with information has not previously been returned or destroyed (subject to the terms of such rights or entitlements. (3) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill the applicable confidentiality or similar agreement, restriction or covenant to which including the Company or any rights of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser retention that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation of this Section 5.1(3Persons may have thereunder)) .

Non-Solicitation. (1) Except as expressly permitted by this Article 5, the Company Each Stockholder hereby agrees that Stockholder shall not, and shall cause not authorize its Subsidiaries representatives and agents (including its investment bankers, attorneys and their respective directorsaccountants) (collectively, officers and Representatives not its "Representatives") to: , directly or indirectly, (ai) solicit, assist, initiate, knowingly encourage solicit or otherwise knowingly facilitate or encourage (including by way of providing information) the submission of any inquiryinquiries, proposal proposals or offer offers or any other efforts or attempts that constitutes constitute, or may reasonably be expected to constitute or lead to, an any Acquisition Proposal; (b) continue, Proposal or engage or participate in any discussions or negotiations with any Person (other than with the Purchaserrespect thereto, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse approve or recommend, or publicly propose to acceptapprove or recommend, approve, endorse or recommend any Acquisition Proposal, (iii) make any statement or take no position or remain neutral proposal inconsistent with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Company Board Recommendation by the end of such three Business Day period); or 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 publicly propose other similar Contract relating to an Acquisition Proposal or enter into any Contract or agreement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (2) The Company shallprinciple requiring such Stockholder to abandon, and terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby. Each Stockholder shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussion, discussion or negotiation or other related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, and Persons conducted theretofore by such Stockholder or any of its Representatives) Representatives with respect to any inquiryAcquisition Proposal. Each Stockholder shall promptly notify Parent in writing of any Acquisition Proposal (and in any event less than 24 hours following the receipt of such Acquisition Proposal), proposal or offer that constitutes, or may reasonably be expected such notice to constitute or lead to, include the identity of any Person approaching such Stockholder with an Acquisition Proposal. In connection therewith, the Company will and a copy of any such Acquisition Proposal (a) immediately discontinue access to and disclosure or, where no such copy is available, a reasonably detailed description of all confidential informationsuch Acquisition Proposal), including access to any data room and any other access to confidential information, properties, facilities, books and records modifications thereto. Any violation of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding the Company foregoing restrictions by a Stockholder or any of its Subsidiaries provided Representatives shall be deemed to any such Person since January 1, 2016 and (ii) the destruction be a material breach of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation of this Section 5.1(3)) by such Stockholder.

Non-Solicitation. (1a) Except as expressly permitted by this Article 5, the The Company shall notand its Subsidiaries shall, and shall cause its Subsidiaries and its and their respective directorsEmployees, officers directors and Representatives not toofficers, the Financial Advisor, counsel or other representatives or agents, directly or indirectly: (ai) solicitto immediately cease and terminate any existing discussions or negotiations, assistif any, initiatewith any third party or any agent or representative of any third party in respect of an Alternative Transaction and close and restrict any further access to its electronic data room or the provision of any other confidential information to any other Person (other than the Offeror hereunder) and within three (3) Business Days following the date hereof request the return or destruction of all confidential information previously provided to any other Person in connection therewith. The Company shall immediately advise the Offeror orally and in writing of any response or action by any such party which could reasonably hinder, knowingly encourage prevent or delay or otherwise knowingly facilitate any inquiry, proposal adversely affect the compliance with the foregoing request or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposalthe completion of the Offer; (bii) continuenot to solicit, engage initiate or encourage any Alternative Transaction; (iii) not to participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; Offeror and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives toofficers, immediately cease and terminateEmployees, and cause to be terminatedagents, any solicitationthe Financial Advisor, encouragement, discussion, negotiation counsel or other related activities commenced prior representatives) in respect of any Alternative Transaction; and (iv) not to otherwise co-operate in any way with any effort or attempt by any other person to do or seek to do any of the date foregoing prohibited actions; provided, however, that nothing contained in this Section 6.4 or any other provision of this Agreement with any Person (other than shall prevent the Purchaser, and Board of Directors from fulfilling its Representatives) fiduciary duties with respect to any inquiryan unsolicited bona fide Alternative Transaction once the Board of Directors has in good faith determined (after receiving advice from the Financial Advisor and its outside legal counsel) that such Alternative Transaction would, proposal or offer if consummated in accordance with its terms, result in a Superior Proposal, notwithstanding that constitutes, or may reasonably be expected such Alternative Transaction is subject to constitute or lead to, an Acquisition Proposal. In connection therewith, the Company will (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and a due diligence condition. (b) within two Business DaysThe Company shall not waive, request (i) the return release any person from, or destruction of all copies of fail to enforce on a timely basis any confidential information regarding the Company obligation under any confidentiality agreement or any of its Subsidiaries provided to standstill agreement or amend any such Person since January 1agreement, 2016 and (ii) except to allow such person to propose confidentially to the destruction Board of all material including or incorporating or otherwise reflecting such confidential information regarding Directors a Superior Proposal, provided in any case that the Company or any remaining provisions of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests this Agreement are fully complied with in accordance with the terms of such rights or entitlementswith. (3c) The Company agrees shall ensure that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result Representatives are aware of the entering into this Agreement shall not be a violation provisions of this Section 5.1(3)) 6.4, and the Company shall be responsible for any breach of this Section 6.4 by any of the Company's Representatives.

Non-Solicitation. (1) Except as expressly permitted by provided in this Article 5, the Company and its Subsidiaries shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other adviser) or agent of the Company or of any of its Subsidiaries (collectively, “Representatives”), or otherwise, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not permit any such Person to: (a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) continue, enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than with the Parent and the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than three five Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by before the end of such three five Business Day period (or in the event that the Company Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Company Meeting)); or (e) accept or enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) or publicly propose to accept or enter into any agreement, understanding or arrangements in respect of an Acquisition Proposal. (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation negotiation, or other related activities commenced prior to the date of this Agreement with any Person (other than the Parent and the Purchaser, and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and in connection therewith, the Company will will: (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other PersonSubsidiaries; and and (b) within two Business Days, request request, and exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries Subsidiary provided to any such Person since January 1Person, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such PersonSubsidiary, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company agrees represents and warrants that (i) it shall use commercially reasonable efforts to enforce each confidentialitysince January 1, standstill or similar agreement2012, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall has not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under waived any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party Party, and further covenants and agrees (it being acknowledged and agreed by the Purchaser i) that the automatic termination or release of any Company shall take all necessary action to enforce each confidentiality, standstill standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which the Company or any Subsidiary is a party, and (ii) that neither the Company, nor any Subsidiary or any of their respective Representatives have or will, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which the Company or any Subsidiary is a party, nor will they waive the application of the Rights Plan in favour of any such agreements as a result of the entering into this Agreement shall not be a violation of this Section 5.1(3)) third party.

Non-Solicitation. (1a) Except as otherwise expressly permitted by provided in this Article 5Section 5.8, the Company each Party shall not, and shall cause directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of such Party or any of its Subsidiaries and its and their respective directors(collectively, officers and Representatives not to:the “Representatives”): (ai) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing information or entering into any inquiryform of agreement, proposal arrangement or offer that constitutes understanding) any inquiries, proposals or may reasonably be expected offers relating to constitute or lead to, an any Acquisition Proposal; (bii) continueengage in, engage continue or otherwise participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead toregarding, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (ciii) withdraw, amend, modify approve or qualifyrecommend, or propose publicly propose to approve or state an intention to withdrawrecommend, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendationany Acquisition Proposal; (div) accept, approve, endorse accept or recommendenter into, or publicly propose to acceptaccept or enter into, approveany letter of intent, endorse agreement in principle, agreement, arrangement or recommend undertaking related to any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (ev) enter into make a TMX Group Change in Recommendation or publicly propose to enter into any Contract an LSEG Change in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) Recommendation, as applicable. (2b) The Company Each Party shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, terminated any existing solicitation, encouragement, discussion, discussion or negotiation or other related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, and other Party) conducted by such Party or any of its Representatives) Subsidiaries or Representatives with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and, in connection therewith, the Company such Party will (a) immediately discontinue access to any of its confidential information (and disclosure not establish or allow access to any of all its confidential information, including access to or any data room room, virtual or otherwise) and any other access shall as soon as possible request, and exercise all rights it has to confidential informationrequire, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding such Party and its Subsidiaries previously provided to any such Person or any other Person to the Company extent such information has not already been returned or destroyed. Each Party shall not release any third party from any confidentiality, non- solicitation or standstill agreement, or terminate, modify, amend or waive the terms thereof, and each Party undertakes to enforce, and cause its Subsidiaries to enforce, all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that such Party or any of its Subsidiaries provided has entered into prior to the date hereof except to allow a Person to propose an Acquisition Proposal to the Party. Each Party represents and warrants that it has not waived any such Person since January 1, 2016 and (ii) standstill or similar agreement or restriction to which the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company Party or any Subsidiary is a party, except to permit submissions of its Subsidiaries provided to any such Personexpressions of interest prior the date of this Agreement, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company and further covenants and agrees that (i) it that the Party shall use commercially reasonable efforts take all necessary action to enforce each confidentiality, standstill or similar agreement, agreement or restriction or covenant to which the Company Party or any of its Subsidiaries Subsidiary is a party party, and (ii) it shall not that neither the Party, nor any Subsidiary or any of their respective representatives have or will, without the prior written consent of the other Party, release any Person from, or waive, amend, suspend or otherwise modify any such Person’s obligations respecting the CompanyParty, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company Party or any Subsidiary is a party except to allow such Person to propose an Acquisition Proposal to such Party. (it being acknowledged and agreed by c) Each Party shall immediately provide notice to the Purchaser that the automatic termination or release other Party of any confidentialityAcquisition Proposal or any proposal, standstill inquiry or similar agreementoffer that could lead to an Acquisition Proposal or any amendments to the foregoing or any request for non-public information relating to it or any of its Subsidiaries in connection with such an Acquisition Proposal or for access to the properties, restriction books or covenant records of such Party or any of its Subsidiaries by any Person that informs such Party, any member of the LSEG Board or the TMX Group Board, as applicable, or any of such Party’s Subsidiaries that it is considering making, or has made, an Acquisition Proposal. Such notice to the other Party shall be made, from time to time, at first immediately orally and then promptly (and in any event within 24 hours) in writing and shall indicate the identity of the Person or Persons making such proposal, inquiry, offer or request, all material terms thereof and such other details of the proposal, inquiry, offer or request known to such Party, and shall include copies of any such agreements as a result proposal, inquiry, offer or request or any amendment to any of the entering foregoing. The Parties shall keep one another promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request and will respond promptly to all inquiries by the other Party with respect thereto. (d) Notwithstanding any other provision of this Agreement and any confidentiality or standstill agreement between a Party and any other Person, if at any time following the date of this Agreement and prior to obtaining the TMX Group Shareholder Approval or LSEG Shareholder Approval, as applicable, a Party receives a request for material non-public information, or to enter into discussions, from a Person that proposes to such Party an unsolicited bona fide written Acquisition Proposal that did not result from a breach of Section 5.8 and the TMX Group Board or the LSEG Board, as applicable, determines, in good faith after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, then, and only in such case, such Party may: (i) provide the Person making such Acquisition Proposal with access to information regarding such Party and its Subsidiaries; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal, provided that such Party shall not, and shall not allow any of its Subsidiaries or Representatives to, disclose any non-public information with respect to such Party or any of its Subsidiaries to such Person without having (i) entered into a confidentiality and standstill agreement on customary terms, and provided a copy of such confidentiality and standstill agreement to the other Party and (ii) provided further that the other Party is provided with a list of the information provided to such Person and the other Party is immediately provided with access to the same information to which such Person was provided. Any such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with such Party and may not restrict such Party or any of its Subsidiaries from complying with Section 5.8. (e) Neither Party shall accept, approve or enter into any agreement, understanding or arrangement (a “Proposed Agreement”), other than a confidentiality and standstill agreement as contemplated by Subsection 5.8(d), relating to an Acquisition Proposal, unless: (i) the board of the Party in receipt of the Acquisition Proposal determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) the TMX Group Shareholder Approval or the LSEG Shareholder Approval, as applicable, has not been obtained; (iii) such Party has complied in all material respects with Subsections 5.8(a) through 5.8(d) inclusive; (iv) such Party has provided the other Party with a notice in writing that there is a Superior Proposal together with all documentation related to and detailing the Superior Proposal, including a copy of any Proposed Agreement relating to such Superior Proposal, such documents to be so provided to the other Party not less than five Business Days prior to the proposed acceptance, approval or execution of the Proposed Agreement by such Party; (v) five Business Days (the “Response Period”) shall have elapsed from the date the other Party received the notice and documentation referred to in Subsection 5.8(e)(iv) from such Party and, if the other Party has proposed to amend the terms of the Arrangement in accordance with Subsection 5.8(f), the TMX Group Board or the LSEG Board, as applicable, shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by the other Party; (vi) such Party concurrently terminates this Agreement pursuant to Section 7.2(a)(iii)(C) or Section 7.2(a)(iv)(C), as applicable; (vii) such Party has previously paid, or concurrently pays, to the other Party the TMX Group Termination Fee or the LSEG Termination Fee, as applicable. (f) Each Party acknowledges and agrees that, during the Response Period or such longer period as such Party may approve for such purpose, the other Party shall have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. The TMX Group Board or the LSEG Board, as applicable, will review any proposal by the other Party to amend the terms of the Agreement in order to determine in good faith in the exercise of its fiduciary duties whether the other Party’s proposal to amend the Agreement would result in the Acquisition Proposal ceasing to be a Superior Proposal. If the TMX Group Board or the LSEG Board, as applicable, determines that the Acquisition Proposal is not a Superior Proposal as compared to the proposed amendments to the terms of the Agreement, it will promptly enter into an amended agreement with the other Party reflecting such proposed amendments. Each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.8 and the other Party shall be afforded a new Response Period in respect of each such Acquisition Proposal. (g) Each Party shall ensure that its Representatives are aware of the provisions of this Section 5.8, and each Party shall be responsible for any breach of this Section 5.8 by its Representatives. (h) In circumstances where: (i) a Party has notified the other Party that it intends to make a Change in Recommendation under Section 5.8(i); or (ii) a Party provides the other Party with notice of a Superior Proposal contemplated by Section 5.8(e), on a date that is less than seven Business Days prior to the TMX Group Meeting or the LSEG Meeting, as applicable, either Party may, or if requested by the other Party, shall adjourn the TMX Group Meeting or the LSEG Meeting, as applicable, to a date that is seven Business Days after the date of such notice, provided, however, that neither the TMX Group Meeting nor the LSEG Meeting shall be adjourned or postponed to a date later than the seventh Business Day prior to the Outside Date. (i) Nothing in this Agreement shall prohibit the TMX Group Board or LSEG Board from making a TMX Group Change in Recommendation or LSEG Change in Recommendation, as applicable, or from making any disclosure to any securityholders of such Party prior to the Effective Time, if, in the good faith judgment of the TMX Group Board or LSEG Board, as applicable, after consultation with outside legal counsel, failure to take such action or make such disclosure would be inconsistent with the TMX Group Board’s or LSEG Board’s exercise of its fiduciary duties or such action or disclosure is otherwise required under applicable Law (including by responding to an Acquisition Proposal under a directors’ circular or otherwise as required under applicable Securities Laws); provided that: (i) prior to making a Change in Recommendation, each Party shall give to the other Party not be less than 48 hours’ notice of its intention to make such a violation Change in Recommendation; (ii) where, having first given notice of its intention to do so pursuant to paragraph (i) above: (A) the LSEG Board makes an LSEG Change in Recommendation and TMX Group does not exercise its right of termination following such change and prior to the LSEG Meeting, LSEG shall hold the LSEG Meeting; or (B) the TMX Group Board makes a TMX Group Change in Recommendation and LSEG does not exercise its right of termination following such change and prior to the TMX Group Meeting, TMX Group shall hold the TMX Group Meeting, in each case on the date for which such meeting is scheduled (subject to adjournment in accordance with Section 5.8(h) above); (iii) for greater certainty, in the event of a TMX Group Change in Recommendation and a termination by LSEG of this Agreement pursuant to Section 5.1(37.2(a)(iii)(A) (but not including a termination by LSEG pursuant to Section 7.2(a)(iii)(A) in circumstances where the TMX Group Change in Recommendation resulted from the occurrence of an LSEG Material Adverse Effect), TMX Group shall pay the TMX Group Termination Fee as required by Section 7.3(c)(i), and in the event of an LSEG Change in Recommendation and a termination by TMX Group of this Agreement pursuant to Section 7.2(a)(iv)(A) (but not including a termination by TMX Group pursuant to Section 7.2(a)(iv)(A) in circumstances where the LSEG Change in Recommendation resulted from the occurrence of a TMX ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect), LSEG shall pay the LSEG Termination Fee as required by Section 7.3(e)(i). (j) Nothing in this Section 5.8 shall prevent LSEG from complying with the requirements of the City Code or the Takeover Panel.

Non-Solicitation. Prior to the Effective Date, (1a) Except as expressly permitted by this Article 5, the Company shall notnot knowingly permit any of its officers, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not to: employees, agents or representatives (aincluding, without limitation, any investment banker, attorney or accountant retained by it) solicitto solicit or encourage, assistdirectly or indirectly, initiateany inquiries, knowingly encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) continue, engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal Transaction (it defined below) (any such proposal being understood that publicly taking no position referred to in the Agreement as an “Acquisition Proposal”) or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be engage in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, negotiations concerning an Acquisition Proposal. In connection therewith, the Company will (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Daysit will immediately cease and cause to be terminated any existing negotiations with any parties with respect to any of the foregoing; provided, request that nothing contained in the agreement shall prevent the Company or its board of directors from (iA) complying with Rule 14e-2 promulgated by the return SEC with regard to an Acquisition Proposal; or destruction (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 Company will promptly 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 will promptly communicate to EZCORP the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction. In this Agreement, “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 copies or a substantial portion of any confidential information regarding the assets or the Company or any of its Subsidiaries provided to any such Person since January 1, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting transaction involving the Company, its securities or any of its Subsidiaries, significant subsidiary as defined under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed Rule 405 promulgated by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation of this Section 5.1(3)) SEC.

Non-Solicitation. (1a) Except On and after the date hereof, except as expressly permitted by otherwise provided in this Article 5Agreement, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives each Company Subsidiary not to, directly or indirectly through any Representative: (ai) make, solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing non-public information, permitting any visit to any facility or property of the Company or any Company Subsidiary, or entering into any form of written or oral agreement, arrangement or understanding) any inquiry, proposal or offer regarding, or that constitutes or may could reasonably be expected to constitute or lead to, an any Acquisition Proposal (other than the Offer); (ii) engage in any discussions or negotiations regarding, or provide any information with respect to, or otherwise co-operate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any person (other than the Offeror, the Offeror Affiliates and their Representatives) to make or complete any Acquisition Proposal; (b) continue, engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (ciii) withdraw, amend, modify or qualify, or propose publicly propose or state an intention to withdraw, amend, modify or qualify, in a any manner adverse to the PurchaserOfferor, the Board RecommendationApproval; (div) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, or propose publicly to approve, recommend or remain neutral with respect to, any publicly announced Acquisition Proposal (it being understood that publicly taking that, if the Company takes no position or a neutral public position with respect to a publicly announced an Acquisition Proposal for a period of no more than three within five Business Days following the public announcement of such Acquisition Proposal, the Company shall be deemed to have remained neutral with respect to such Acquisition Proposal will not be considered to be in violation for the purposes of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period6.1(a)(iv)); or (ev) accept or enter into into, or publicly propose to accept or enter into into, any Contract letter of intent, agreement in respect of an principle, agreement, arrangement or undertaking related to any Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) Proposal. (2b) The Company shallshall (i) immediately cease, and shall cause each of will instruct its Subsidiaries and its and their respective directors, officers and Representatives to, to immediately cease and terminatecease, and cause to be terminated, terminated any existing solicitation, encouragementdiscussion or negotiation with any person (other than the Offeror, discussionthe Offeror Affiliates or their Representatives) by the Company or any of its Representatives with respect to any Acquisition Proposal or potential Acquisition Proposal, negotiation whether or not initiated by the Company or its Representatives, and (ii) immediately cease to provide any person (other related activities commenced prior than the Offeror, the Offeror Affiliates or their Representatives) with access to information concerning the Company, or any Company Subsidiary, Mineral Right or Property, with respect to any Acquisition Proposal or potential Acquisition Proposal, and request within five Business Days of the date of this Agreement with any Person (other than the Purchaser, and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In connection therewith, the Company will (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential non-public information regarding the Company or any of its Subsidiaries provided to any such Person since January 1person (other than the Offeror, 2016 and (iithe Offeror Affiliates or their Representatives) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding who entered into a confidentiality agreement with the Company in connection with any Acquisition Proposal or any of its Subsidiaries provided to any such Person, in each case using its potential Acquisition Proposal and shall use all commercially reasonable efforts to ensure that such requests are fully complied with honoured in accordance with the terms of such rights or entitlements. (3) confidentiality agreements. The Company agrees that shall immediately advise the Offeror orally and in writing of any response or action (iactual, anticipated, contemplated or threatened) it shall use commercially reasonable efforts by any such person which could reasonably be expected to enforce each confidentialityhinder, standstill prevent or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend delay or otherwise modify any Person’s obligations respecting adversely affect the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result completion of the entering into this Agreement shall not be a violation of this Section 5.1(3)) Offer.

Non-Solicitation. (1) Except as expressly permitted by provided in this Article 5, the Company Corporation shall not, directly or indirectly, through any officer, employee, representative (including financial or other advisor) or agent of Corporation or any of its Subsidiaries, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not permit any such Person to: (a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of Corporation or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer from any Person (other than Purchaser) that relates to, constitutes or may would reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) enter into, continue, or otherwise engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may would reasonably be expected to constitute or lead to, to an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, make a Change in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than three five Business Days following the such public announcement of such Acquisition Proposal or public disclosure will not be considered to be in violation of this Section 5.1 provided 5.1(1)) (or in the Board has rejected event that the Meeting is scheduled to occur within such Acquisition Proposal and affirmed the Board Recommendation by the end of such three five Business Day period, prior to the third Business Day prior to the date of the Meeting); or (e) submit any Acquisition Proposal to a vote of Corporation’s Shareholders; (f) enter into into, or publicly propose to accept or enter into into, any Contract in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by and as contemplated in accordance with Section 5.3) ). (2) The Company Corporation shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation discussion or other related activities negotiations commenced prior to the date of this Agreement with any Person (other than the Purchaser, and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may would reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and in connection therewith, the Company will with such termination shall: (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room information regarding Corporation and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other PersonSubsidiaries; and and (b) within two Business Daysto the extent that such information has not previously been returned or destroyed, promptly request (i) the return or destruction of all copies of any confidential information regarding the Company Corporation or any of its Subsidiaries provided to any such Person since January 1other than Purchaser, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company agrees Corporation represents and warrants that (i) it shall use commercially reasonable efforts to enforce each neither Corporation nor any of its Subsidiaries has waived any confidentiality, standstill or similar agreement, agreement or restriction or covenant to which the Company Corporation or any of its Subsidiaries is a party party, except to permit submissions of expressions of interest solicited prior to the date of this Agreement. Corporation undertakes to enforce, or cause any of its Subsidiaries to enforce, all confidentiality, standstill or similar agreements or restrictions that it or any of its Subsidiaries has entered into prior to the date hereof or enter into after the date hereof and (ii) it shall Corporation covenants and agrees not to release any Person from, or waive, amend, suspend or otherwise modify any waive such Person’s obligations respecting the Company, or any of its SubsidiariesCorporation, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary Corporation is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant restrictions of any such agreements as a result of the entering into and announcing this Agreement shall not be a violation of this Section 5.1(3)) ).

Non-Solicitation. (1a) Except as expressly permitted Subject to Section 6.4(b), from and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VIII, none of the Company, its Subsidiaries or any of their respective directors, officers, employees, consultants, agents, advisors, Affiliates and other representatives (“Representatives”) shall, directly or indirectly: (i) initiate, solicit, propose, knowingly encourage, knowingly facilitate or 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 inquiries, proposals or offers that constitute, or may reasonably be expected to lead to, an Acquisition Proposal or continue or engage in any discussions or negotiations with respect thereto or otherwise knowingly cooperate with or knowingly assist or participate in, or knowingly facilitate any such inquiries, proposals, discussions or negotiations, or furnish or disclose to any Person (other than Purchaser, Parent and their respective Representatives) any information in connection therewith; (ii) approve or recommend, or publicly propose to approve or recommend, an Acquisition 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 or other similar agreement providing for or relating to an Acquisition Proposal, (iii) fail to enforce or grant any waiver or release under any confidentiality, standstill or similar agreement with respect to any class of securities of the Company or any of its Subsidiaries; or (iv) authorize or commit to do any of the foregoing. Subject to Section 6.4(b), the Company, its Subsidiaries and their respective Representatives shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted heretofore by the Company, its Subsidiaries or any Representatives with respect to any potential Acquisition Proposals and, if not already so requested, request the prompt return, destruction or erasure of all confidential information previously furnished to any Persons or their Representatives during any solicitation, encouragement, discussion or negotiation that occurred at any time during the period commencing six (6) months prior to the date of this Article 5Agreement and ending on such date. (b) Notwithstanding any other provision of this Agreement or any standstill agreement or similarly restrictive agreement between the Company and any other Person, but subject to Section 6.4(c), if at any time following the date hereof and prior to obtaining the Requisite Vote, (i) the Company receives a bona fide written Acquisition Proposal from a third party not solicited or obtained in violation of Section 6.4(a) and (ii) the Board determines in good faith (after consultation with outside counsel and financial advisors) that (x) such Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal and (y) that the failure to furnish information or enter into discussions or negotiations with such Person pursuant to this Section 6.4(b) would be inconsistent with its fiduciary duties under applicable Law, then, prior to obtaining the Requisite Vote, the Company may (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal; provided, that (x) the Company and its Representatives will not disclose any non-public information to such Person without entering into an Acceptable Confidentiality Agreement, and (y) the Company will promptly (and in any event within twenty-four (24) hours) provide or make available to Purchaser any non-public information concerning the Company or its Subsidiaries, and access to any Company Employees, customers, partners and other third parties with whom the Company or its Subsidiaries has a relationship, provided to such other Person which was not previously provided to Purchaser. (c) The Company shall promptly (and in any event within twenty-four (24) hours) notify Purchaser in the event that the Company, its Subsidiaries or any of its or their respective Representatives receives (i) an Acquisition Proposal from a Person or group of related Persons; (ii) any request by a Person or group of related Persons for information relating to any potential Acquisition Proposal; or (iii) any inquiry or request for discussions or negotiations regarding any Acquisition Proposal by a Person or a group of related Persons. Any such notice required by the preceding sentence shall include the identity of the Person or group of Persons making such proposal, request or inquiry and the material terms and conditions thereof (and shall include a copy of any written proposal, inquiry or request). The Company shall keep Purchaser informed on a prompt and current basis (and in any event within twenty-four (24) hours) as to the status and any material developments, modifications, discussions and negotiations concerning the matters referred to in the two preceding sentences that the Company is required to notify Purchaser in respect of, including the material terms and conditions thereof (and shall include a copy of any written modification or other material documentation relating thereto) and, upon the request of Purchaser, the Company shall reasonably inform Purchaser of the status thereof. Without limiting the foregoing, the Company shall notify Purchaser promptly (and in any event within twenty-four (24) hours) upon providing or making available information or engaging in negotiations concerning an Acquisition Proposal from a Person or group of related Persons pursuant to Section 6.4(b). Notwithstanding anything to the contrary contained in this Section 6.4, the Company and its Representatives shall provide confidential information only in compliance with the requirements of Section 6.4(b) and this Section 6.4(c) and the Company and its Subsidiaries shall not be party to any agreement that prohibits the Company from providing or making available to Purchaser any information or access provided or made available to any other Person pursuant to an Acceptable Confidentiality Agreement or otherwise complying with this Section 6.4. (d) Neither the Board nor any committee thereof shall directly or indirectly (i) modify or qualify in a manner adverse to Purchaser or withdraw, or publicly propose to modify or qualify in a manner adverse to Purchaser or withdraw, the Recommendation, (ii) approve or make any recommendation to the Company Shareholders in connection with any tender offer, take-over bid or other Acquisition Proposal (other than a recommendation against such offer, bid or Acquisition Proposal), (iii) fail to include the Recommendation in the Company Proxy Statement or otherwise take any other action in connection with the Company Meeting or make any other public statement inconsistent with such Recommendation, (iv) except in the case of a tender offer or exchange offer subject to Regulation 14D under the Exchange Act (which is covered by the succeeding clause (v)) or a take-over bid or insider bid (which is covered by the succeeding clause (vi)), fail to publicly reaffirm its recommendation of this Agreement within five (5) Business Days after Purchaser so reasonably requests in writing (or within such fewer number of days as remains prior to the day that is two (2) Business Days before the Company Meeting), (v) in the case of a tender offer or exchange offer subject to Regulation 14D under the Exchange Act, fail to recommend, in a solicitation/recommendation Statement on Schedule 14D-9, rejection of such tender offer or exchange offer within ten (10) Business Days of the commencement of such tender offer or exchange offer, or (vi) in the case of a take-over bid or insider bid subject to National Instrument 62-104 - Take-Over Bids and Issuer Bids of the Canadian Securities Administrators, fail to recommend, in a directors’ circular, rejection of such take-over bid or insider bid within fifteen (15) days of the date of such take-over bid or insider bid (any of the actions referred to in the foregoing clauses (i) through (vi) taken by the Board or a committee thereof, a “Recommendation Withdrawal”); provided, that at any time prior to obtaining the Requisite Vote, if (A) the Company receives an Acquisition Proposal which the Board concludes in good faith (after consultation with its outside counsel and financial advisors) constitutes a Superior Proposal and (B) the Board determines in good faith (after consultation with outside counsel) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Board may (x) make a Recommendation Withdrawal or (y) terminate this Agreement pursuant to Section 8.1(c)(ii) in order to enter into a definitive agreement with respect to such Superior Proposal; provided, however, the Company shall not terminate this Agreement pursuant to Section 8.1(c)(ii) and any purported termination pursuant to Section 8.1(c)(ii) shall be void and of no force or effect, unless the Company has complied with this Section 6.4 (other than with respect to any breach that is de minimis) and concurrently with such termination the Company pays to Purchaser the Termination Fee payable pursuant to Section 8.2(a) and substantially concurrently enters into a definitive agreement providing for such Superior Proposal; and provided, further, that the Board may not effect a Recommendation Withdrawal pursuant to this Section 6.4(d) or terminate this Agreement pursuant to Section 8.1(c)(ii) unless: (i) the Company has complied with this Section 6.4 (other than with respect to any breach that is de minimis); (ii) the Company shall have provided prior written notice to Purchaser, at least four (4) Business Days in advance (the “Notice Period”), of its intention to effect a Recommendation Withdrawal or terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, which notice shall specify the material terms and conditions of any such Superior Proposal (notwithstanding anything herein to the contrary, including the identity of the Person or group of Persons making such Superior Proposal) and include all relevant transaction documents; (iii) during the Notice Period (or such shorter period as is specified in Section 6.4(e) below), the Board and its Representatives have negotiated in good faith with Purchaser (to the extent Purchaser desires to negotiate) regarding any revisions to the terms of this Agreement that may, at Purchaser’s sole discretion, be proposed by Purchaser in response to such Superior Proposal; and (iv) at the end of the Notice Period (or such shorter period as is specified in Section 6.4(e) below), the Board (A) concludes in good faith (after consultation with its outside counsel and financial advisors) taking into account any adjustment or modification of the terms of this Agreement proposed by Purchaser that is capable of acceptance, that the Acquisition Proposal continues to be a Superior Proposal and (B) concludes in good faith (after consultation with outside counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law. (e) In the event of any material revisions to the Superior Proposal, the Company shall be required to deliver a new written notice to Purchaser and to comply with the requirements of Section 6.4(d) with respect to such new written notice, except that the Notice Period shall be reduced to two (2) Business Days. (f) The Company agrees that it shall not, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not to:, enter into any confidentiality or other agreement subsequent to the date hereof which prohibits the Company from complying with this Section 6.4. (ag) solicit, assist, initiate, knowingly encourage Nothing contained in this Section 6.4 or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) continue, engage or participate elsewhere in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, this Agreement shall prohibit the Company shall be permitted to: from (i) advise any Person of taking and disclosing a position as required by Rules 14d-9 and 14e-2(a) under the restrictions of this Agreement; and Exchange Act or similar Laws under Canadian Securities Laws or (ii) advise making any Person making an Acquisition Proposal that disclosure to the Company Shareholders if, in the good faith judgment of the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaserafter consultation with outside counsel), the Board Recommendation; (dfailure to make such disclosure would be inconsistent with its fiduciary duties under applicable Law; provided, however, that, notwithstanding the foregoing, nothing in this Section 6.4(g) accept, approve, endorse or recommend, or publicly propose shall be deemed to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or permit a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered Recommendation Withdrawal to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance made without complying with Section 5.3) 6.4(d). (2h) The Company shallAny breach by any Subsidiaries of the Company, and shall cause each of its Subsidiaries and its and their respective or any directors, officers and Representatives toofficers, immediately cease and terminateemployees, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other related activities commenced prior to the date Affiliates of this Agreement with any Person (other than the Purchaser, and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In connection therewith, the Company will (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person since January 1Subsidiaries, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Companythis Section 6.4, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which failure by the Company or to use reasonable best efforts to prevent its Representatives from any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation breach of this Section 5.1(3)) 6.4, shall be deemed a breach by the Company of this Section 6.4.

Non-Solicitation. (1a) Except as expressly permitted by this Article 5, the The Company shall not, and shall cause its Subsidiaries and its and their respective directorsdirectly or indirectly, officers and Representatives not to: through any officer, director, agent or otherwise, (ai) solicit, assist, initiate, initiate or knowingly encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) continue, engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person including by way of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalfurnishing nonpublic information), or take no position or remain neutral with respect any other action to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminatedfacilitate, any solicitation, encouragement, discussion, negotiation inquiries or other related activities commenced prior to the date making of this Agreement with any Person (other than the Purchaser, and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an any Company Acquisition Proposal. In connection therewith, the or (ii) enter into or maintain or continue discussions or negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Company will Acquisition Proposal, or (aiii) immediately discontinue access to and disclosure agree to, approve, endorse or recommend any Company Acquisition Proposal or enter into any letter of all confidential informationintent or other contract, including access agreement or commitment contemplating or otherwise relating to any data room and Company Acquisition Proposal, or (iv) authorize or permit any other access to confidential information, properties, facilities, books and records agent of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to Affiliates, or any such Person since January 1investment banker, 2016 and (ii) the destruction of all material including financial advisor, attorney, accountant or incorporating or otherwise reflecting such confidential information regarding other representative retained by the Company or any of its Subsidiaries provided Affiliates, to take any such action. The Company shall, and shall direct or cause the Company’s representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to any Company Acquisition Proposal. The Company shall notify Parent as promptly as practicable (and in any event within one (1) day after the Company attains knowledge thereof), orally and in writing, if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Company Acquisition Proposal is made, specifying the material terms and conditions thereof and the identity of the party making such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights proposal or entitlementsoffer or inquiry or contact (including material amendments or proposed material amendments). (3b) The Company agrees Parent shall not, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any Parent Acquisition Proposal, or (ib) it shall use commercially reasonable efforts enter into or maintain or continue discussions or negotiations with any person or entity in furtherance of such inquiries or to enforce each confidentialityobtain a proposal or offer for a Parent Acquisition Proposal, standstill or similar agreement(c) agree to, restriction approve, endorse or covenant recommend any Parent Acquisition Proposal or enter into any letter of intent or other contract, agreement or commitment contemplating or otherwise relating to which the Company any Parent Acquisition Proposal, or (d) authorize or permit any agent of Parent or any of its Subsidiaries is a party and (ii) it shall not release any Person fromAffiliates, or waiveany investment banker, amendfinancial advisor, suspend attorney, accountant or otherwise modify any Person’s obligations respecting the Company, other representative retained by Parent or any of its SubsidiariesAffiliates, under to take any confidentialitysuch action. Parent shall, standstill and shall direct or similar agreement cause Parent’s representatives and agents to, immediately cease and cause to be terminated any discussions or restriction negotiations with any parties that may be ongoing with respect to which any Parent Acquisition Proposal. Parent shall notify the Company as promptly as practicable (and in any event within one (1) day after Parent attains knowledge thereof), orally and in writing, if any proposal or offer, or any Subsidiary inquiry or contact with any person with respect thereto, regarding a Parent Acquisition Proposal is a made, specifying the material terms and conditions thereof and the identity of the party making such proposal or offer or inquiry or contact (it being acknowledged including material amendments or proposed material amendments). (c) The obligations contained in Sections 6.13(a) and agreed (b) shall terminate on November 15, 2006, provided that by such date the aggregate amount of capital received by the Purchaser that the automatic termination Company equals or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation of this Section 5.1(3exceeds fifteen million dollars ($15,000,000)) .

Non-Solicitation. (1) Except as expressly permitted by provided in this Article 5VII, the Company Four Seasons shall not, and shall cause directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of Four Seasons or any of its Subsidiaries and its and their respective directorssubsidiaries, officers and Representatives not to: (ai) solicit, assist, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information or otherwise knowingly facilitate entering into any inquiry, proposal Contract) the initiation of any inquiries or offer that constitutes or may reasonably be expected to constitute or lead to, proposals regarding an Acquisition Proposal; , (bii) continue, engage or participate in any substantive discussions or negotiations with any Person person (other than with the Purchaser, or its RepresentativesPurchaser and Triples and their respective affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (ciii) withdraw, amend, modify or qualify, or propose publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the approval or recommendation of the Board Recommendation; or any committee thereof (dincluding the Special Committee) of this Agreement or the Arrangement, (iv) accept, approve, endorse or recommend, or propose publicly propose to accept, approve, endorse or recommend recommend, any Acquisition Proposal, or take no position (v) accept or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into into, or publicly propose to enter into into, any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) 7.2(2)). (2) The Company Notwithstanding Section 7.2(1) and any other provision of this Agreement, the Board shall be permitted to (i) withdraw, amend, modify or qualify (or propose publicly to withdraw, amend, modify or qualify) in a manner adverse to the Purchaser the approval or recommendation of the Board or any committee thereof (including the Special Committee) of this Agreement or the Arrangement; (ii) participate in any discussions or negotiations with, or furnish information to, any person in response to an Acquisition Proposal by such person; and (iii) approve, endorse or recommend or propose publicly to approve, endorse or recommend any Acquisition Proposal, if and only to the extent that: (a) Four Seasons has received an unsolicited bona fide written Acquisition Proposal from such person; (b) Four Seasons shall have complied with all other requirements of this Section 7.2; (c) the Board, after consultation with its financial advisors and outside legal counsel, determines in good faith that the Acquisition Proposal would be reasonably likely to result in a Superior Proposal; and (d) in the case of clause (ii) of this Section 7.2(2), prior to providing any information or data to such person in connection with such Acquisition Proposal, the Board receives from such person an executed confidentiality agreement having substantially the same terms as the Confidentiality Agreements and, taken as a whole, being no less favourable to Four Seasons than the Confidentiality Agreements, and Four Seasons sends a copy of any such confidentiality agreement to the Purchaser promptly upon its execution and the Purchaser is provided promptly with a list of, or in the case of information that was not previously made available to the Purchaser, copies of, any information provided to such person. (3) Four Seasons shall, and shall cause each the officers, directors, employees, representatives and agents of its Subsidiaries Four Seasons and its and their respective directors, officers and Representatives subsidiaries to, immediately cease and terminateterminate any existing solicitations, and cause to be terminated, any solicitation, encouragement, discussion, negotiation discussions or other related activities commenced prior to the date of this Agreement negotiations with any Person person (other than the PurchaserPurchaser and Triples and their respective affiliates) that has made, and its Representatives) with respect indicated any interest to any inquiry, proposal or offer that constitutes, make or may reasonably be expected to constitute or lead tomake, an Acquisition Proposal. In connection therewithFour Seasons agrees not to release any third party from any standstill agreement to which it is a party unless such party has made an Acquisition Proposal that the Board, the Company will (a) immediately discontinue access after consultation with its financial advisors and outside legal counsel, has determined in good faith would be reasonably likely to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, result in a Superior Proposal. Four Seasons shall promptly request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person third party which, at any time since January 1, 2016 2006, has entered into a confidentiality agreement with Four Seasons relating to a potential Acquisition Proposal to the extent that such information has not previously been returned or destroyed, and (ii) the destruction of shall use all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with honoured in accordance with the terms of such rights or entitlementsagreement. (34) The Company agrees that Four Seasons shall promptly (iand in any event within 72 hours of receipt by Four Seasons) it shall use commercially reasonable efforts notify the Purchaser, at first orally and thereafter in writing, of any proposal, inquiry, offer (or any amendment thereto) or request relating to enforce or constituting an Acquisition Proposal, in each confidentialitycase received after the date hereof, standstill of which any of its directors, officers, representatives or similar agreementagents are or become aware, restriction or covenant any amendments to which the Company foregoing, any request for discussions or negotiations, or any request for non-public information relating to Four Seasons or any of its Subsidiaries is a party and (ii) it shall not release any Person from, subsidiaries in connection with an Acquisition Proposal or waive, amend, suspend for access to the books or otherwise modify any Person’s obligations respecting the Company, records of Four Seasons or any of its Subsidiariessubsidiaries by any person that informs Four Seasons or such subsidiary that it is considering making, under or has made, an Acquisition Proposal and any confidentiality, standstill or similar agreement or restriction amendment thereto; and Four Seasons shall promptly provide to which Purchaser a description of the Company or any Subsidiary is a party (it being acknowledged material terms and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant conditions of any such agreements as a result Acquisition Proposal or proposal, inquiry, offer or request. Four Seasons shall keep Purchaser informed of any material change to the material terms of any such Acquisition Proposal or proposal, inquiry, offer or request. (5) Nothing contained in this Section 7.2 (but subject to the Purchaser’s rights in Section 8.2(3)(a)) shall prohibit the Board from making any disclosure to Four Seasons’ Shareholders prior to the Effective Time if, in the good faith judgment of the entering into Board, after consultation with outside legal counsel, such disclosure is necessary for the Board to act in a manner consistent with its fiduciary duties or is otherwise required under applicable Law, including its obligations under Rule 14e-2 under the Exchange Act. (6) Nothing contained in this Agreement shall not be a violation limit in any way the obligation of Four Seasons to convene and hold the Four Seasons Meeting in accordance with Section 2.1 of this Section 5.1(3)) Agreement unless this Agreement is terminated in accordance with Article VIII.

Non-Solicitation. (1a) Except On and after the date of this Agreement, except as expressly permitted by otherwise provided in this Article 5Agreement, the Company Oromin and its subsidiaries shall not, and Oromin shall cause its Subsidiaries and its and their respective directorsSabodala not to vote in favour of a resolution authorizing OJVG to , officers and Representatives not todirectly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (ai) make, solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate any inquiryinquiries, proposal proposals or offer that constitutes offers from any other person (including any of its officers or may reasonably be expected employees) relating to constitute any Acquisition Proposal, or lead furnish to any person any information with respect to, an Acquisition Proposalor otherwise cooperate in any way with, or assist or participate in, facilitate or knowingly encourage, any effort or attempt by any other person to do or seek to do any of the foregoing; (bii) continue, engage or participate in any discussions or negotiations with any Person (other than with the Purchaserregarding, or its Representatives) regarding provide any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead information with respect to, an or otherwise co-operate in any way with, or assist or participate in, facilitate or knowingly encourage, any effort or attempt by any other person to make or complete any Acquisition Proposal; provided that, for greater certainty, Oromin may request any person making an unsolicited Acquisition Proposal to clarify the Company shall be permitted to: (i) terms of the Acquisition Proposal and may also advise any Person of the restrictions of this Agreement; and (ii) advise any Person person making an unsolicited Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in Proposal when the Oromin Board has so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Persondetermined; (ciii) withdraw, amend, modify or qualify, or propose publicly propose or state an intention to withdraw, amend, modify or qualify, in a any manner adverse to the PurchaserTeranga, the approval or recommendation of the Oromin Board Recommendationor any committee thereof of the Varied Offer; (div) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, or propose publicly to approve, recommend or remain neutral with respect to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced an Acquisition Proposal for in respect of which a period of no more than three Business Days following the public announcement of such Acquisition Proposal will confidentiality agreement has been executed in accordance with Section 2.2(d) shall not be considered to be in a violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period2.2(a)(iv)); or (ev) accept or enter into into, or publicly propose to accept or enter into into, any Contract letter of intent, agreement in respect principle, agreement, arrangement or undertaking related to any Acquisition Proposal, provided, however, that nothing contained in this Section 2.2(a) or any other provision of an this Agreement shall prevent the Oromin Board from, and the Oromin Board shall be permitted to, engage in discussions or negotiations with, or respond to enquiries from any Person that has made a bona fide unsolicited written Acquisition Proposal (other than that the Oromin Board has determined constitutes or could reasonably be expected to result in a confidentiality agreement permitted by and in accordance with Superior Proposal, or provide information pursuant to Section 5.32.2(d) to any Person where the requirements of that Section are met. (2b) The Company shall, and Oromin shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussion, negotiation existing discussions or other related activities commenced prior to the date of this Agreement negotiations with any Person (other than the Purchaser, and its RepresentativesTeranga) with respect to any inquirypotential Acquisition Proposal and, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In in connection therewith, the Company Oromin will (a) immediately discontinue access to any of its confidential information (and disclosure not establish or allow access to any of all its confidential information or establish and consent to access to any of OJVG’s confidential information, including access to or any data room room, virtual or otherwise) and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, shall as soon as possible request (i) the return or destruction of all copies of any confidential information regarding provided in connection therewith to the Company extent such information has not already been returned or destroyed. Oromin agrees not to, and shall cause Sabodala not to vote in favour of a resolution authorizing OJVG to, release any third party from any confidentiality, non-solicitation or standstill agreement to which such third party is a party, or terminate, modify, amend or waive the terms thereof and Oromin undertakes , to enforce, or cause its subsidiaries to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it or any of its Subsidiaries subsidiaries or OJVG have entered into prior to the date hereof or enter into after the date hereof, provided that Teranga acknowledges that Oromin has been operating a joint dataroom with Bendon in respect of OJVG and further acknowledges that Bendon and Badr may be continuing to solicit Acquisition Proposals for OJVG. (c) Subject to any confidentiality obligations that are existing on the date hereof that may prevent Sabodala from doing so, from and after the date of this Agreement, Oromin shall immediately provide notice to Teranga in the event it or OJVG (to the extent Oromin is aware of such Person since January 1Acquisition Proposal) receives an Acquisition Proposal, 2016 and (ii) or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal or any amendments to the destruction of all material including foregoing or incorporating or otherwise reflecting such confidential any request for non-public information regarding the Company relating to Oromin or any of its Subsidiaries provided subsidiaries or OJVG (to the extent Oromin is aware of such request) in connection with such an Acquisition Proposal or for access to the properties, books or records of Oromin, any subsidiary of Oromin or OJVG (to the extent Oromin is aware of such Personrequest) by any person that informs Oromin, any member of the Oromin Board or subsidiary board, or OJVG (to the extent Oromin is aware of such request) that it is considering making, or has made, an Acquisition Proposal. Such notice to Teranga shall be made, from time to time, first immediately orally and then promptly (and in any event within 24 hours) in writing and shall indicate, in each case using its commercially reasonable efforts to ensure the extent Oromin has such information, the identity of the person making such proposal, inquiry or contact, all material terms thereof and such other details of the proposal, inquiry or contact known to Oromin, and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. Oromin shall keep Teranga promptly and fully informed of the status, including any change to the material terms, of any such Acquisition Proposal, offer, inquiry or request and will respond promptly to all inquiries by Teranga with respect thereto. (d) If the Oromin Board or board of OJVG receives a request for material non-public information from a Person who proposes to Oromin or OJVG an unsolicited bona fide written Acquisition Proposal and the Oromin Board determines that such requests are fully Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, then, and only in such case, Oromin may, and may permit Sabodala to consent to OJVG providing such Person with access to information regarding Oromin and its subsidiaries or OJVG, as the case may be, subject to the execution of a confidentiality agreement which is customary in such situations and which, in any event and taken as a whole, is no less favourable to Oromin or OJVG than the Confidentiality Agreement and which shall contain customary standstill and non-solicitation provisions; provided that Oromin sends a copy of any such confidentiality and standstill agreement to Teranga promptly upon its execution and Teranga is promptly provided with a list of, and, at the request of Teranga, copies of, the information provided to such person and immediately provided with access to similar information to which such person was provided. (e) Oromin agrees that it and its subsidiaries will not, and Oromin shall cause Sabodala to vote against any resolution, decision or action to, accept, approve or enter into any agreement (“Proposed Agreement”), other than a confidentiality agreement as contemplated by Subsection Section 2.2(d), with any person providing for or to facilitate any Acquisition Proposal unless: (i) the Oromin Board determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) Teranga has not taken up any Oromin Shares under the Offer; (iii) Oromin has complied with Section 2.2(a) through Section 2.2(d) inclusive in all material respects; (iv) Oromin has provided Teranga with a notice in writing that there is a Superior Proposal together with all documentation related to and detailing the Superior Proposal, including a copy of any Proposed Agreement relating to such Superior Proposal, and a written notice from the Oromin Board regarding the value or range of values in financial terms that the Oromin Board has in consultation with its financial advisors determined should be ascribed to any non-cash consideration offered under the Superior Proposal, such documents to be so provided to Teranga not less than five Business Days prior to the proposed acceptance, approval, recommendation or execution of the Proposed Agreement by Oromin; (v) Five Business Days shall have elapsed from the date Teranga received the notice and documentation referred to in Section 2.2(e)(iv) from Oromin and, if Teranga has proposed to amend the terms of the Varied Offer and/or this Agreement in accordance with Section 2.2(f), the Oromin Board shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal, as applicable, is a Superior Proposal compared to the proposed amendment to the terms of such rights the Varied Offer by Teranga; (vi) Oromin concurrently terminates this Agreement pursuant to Section 8.1(e); and (vii) Oromin has previously, or entitlementsconcurrently will have, paid to Teranga the fees payable in Section 4.1(3); and Oromin further agrees that it will not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Teranga the approval or recommendation of the Varied Offer, nor accept, approve or recommend, and shall cause Sabodala to vote against any resolution, decision or action to accept or approve, any Acquisition Proposal unless the requirements of this Section Section 2.2(e)(i) through Section 2.2(e)(vii) have been satisfied. (3f) Oromin acknowledges and agrees that, during the five Business Day periods referred to in Section 2.2(e)(v) or such longer period as Oromin may approve for such purpose, Teranga shall have the opportunity, but not the obligation, to propose to amend the terms of the Varied Offer and Oromin shall co-operate with Teranga with respect thereto, including negotiating in good faith with Teranga to enable Teranga to make such adjustments to the terms and conditions of the Varied Offer as Oromin deems appropriate and as would enable Oromin to proceed with the transactions contemplated by this Agreement and the Varied Offer and any related transactions on such adjusted terms. The Oromin Board will review any proposal by Teranga to amend the terms of the Varied Offer in order to determine, in good faith in the exercise of its fiduciary duties, whether Teranga’s proposal to amend the Varied Offer would result in the Acquisition Proposal, as applicable, not being a Superior Proposal compared to the proposed amendment to the terms of the Varied Offer. (g) The Company agrees that Oromin Board shall promptly reaffirm its recommendation of the Varied Offer by press release after: (ix) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to any Acquisition Proposal which the Company Oromin Board determines not to be a Superior Proposal is publicly announced or any made; or (y) the Oromin Board determines that a proposed amendment to the terms of the Varied Offer would result in an Acquisition Proposal, which has been publicly announced or made, not being a Superior Proposal, and Teranga has so amended the terms of the Varied Offer. Wherever practical, Teranga and its Subsidiaries is counsel shall be given a party reasonable opportunity to review and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting comment on the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged form and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant content of any such agreements press release, recognizing that whether or not such comments are appropriate will be determined by Oromin, acting reasonably. (h) Nothing in this Agreement shall prevent the Oromin Board from responding through a directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal, or from withdrawing, modifying or changing its recommendation as a result of the entering into Teranga having suffered a Teranga Material Adverse Effect. Further, nothing in this Agreement shall prevent the Oromin Board from making any disclosure to the securityholders of Oromin if the Oromin Board, acting in good faith and upon the advice of its legal advisors, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Oromin Board or such disclosure is otherwise required under applicable Law, provided, however, that, notwithstanding that the Oromin Board shall be permitted to make such disclosure, the Oromin Board shall not be permitted to make an Oromin Change in Recommendation, other than as permitted by Section 2.2(e) or the first sentence of this paragraph. Wherever practical, Teranga and its counsel shall be given a violation reasonable opportunity to review and comment on the form and content of any such disclosure, recognizing that whether or not such comments are appropriate will be determined by Oromin, acting reasonably. (i) Oromin acknowledges and agrees that each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.1(3)2.2. (j) Oromin shall ensure that its officers, directors and employees and those of its subsidiaries and any investment bankers or other advisors or representatives retained by Oromin or its subsidiaries in connection with the transactions contemplated by this Agreement are aware of the provisions of this Section, and Oromin shall be responsible for any breach of this Section 2.2 by such persons.

Non-Solicitation. (1) Except as expressly permitted by this Article 5, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not to:‌ (a) Except as otherwise expressly provided in this Section 4.4, GTI and its Subsidiaries shall not, directly or indirectly, through any Representative:‌ (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of GTI or any Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, to an Acquisition Proposal; (bii) continueenter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person (other than with the Purchaser, Yooma and its Subsidiaries or its Representativesaffiliates) regarding in respect of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, to an Acquisition Proposal; provided that, for greater certainty, the Company GTI shall be permitted to: (iA) communicate with any Person for the sole purposes of clarifying the terms and conditions of any inquiry, proposal or offer made by such Person; (B) advise any Person of the restrictions of this Agreement; and (iiC) advise any Person making an Acquisition Proposal that the GTI Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (ciii) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, make a GTI Change in a manner adverse to the Purchaser, the Board Recommendation; (div) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced an Acquisition Proposal for a period of no more than three five (5) Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 4.4(a)(iv); provided that the GTI Board has rejected such Acquisition Proposal and affirmed the GTI Board Recommendation by press release before the end of such three five (5) Business Day period (or in the event that the GTI Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the GTI Meeting); orprovided, further, that GTI shall provide Yooma and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by ▇▇▇▇▇ and its counsel); or‌ (ev) accept or enter into into, or publicly propose to accept or enter into into, any Contract letter of intent, agreement in respect of an principle, agreement, arrangement or undertaking relating to any Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with pursuant to Section 5.3) 4.4(e)). (2b) The Company GTI shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, to immediately cease and or terminate, and or cause to be ceased or terminated, any existing solicitation, encouragement, discussiondiscussions, negotiation negotiations or other related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, Yooma and its RepresentativesSubsidiaries or affiliates) conducted by GTI or any of its Subsidiaries or Representatives with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and, in connection therewith, the Company will GTI will: (ai) immediately discontinue access to and disclosure of all its and its Subsidiaries’ confidential information (and not allow access to or disclosure of any such confidential information, including access to or any data room room, virtual or otherwise); and (ii) shall as soon as possible request (and in any other access to confidential informationcase within two (2) Business Days), properties, facilities, books and records of the Company exercise all rights it has (or of any of cause its Subsidiaries to exercise any such other Person; and (brights that they have) within two Business Days, request (i) to require the return or destruction of all copies of any confidential information (including derivative information) regarding GTI and its Subsidiaries previously provided in connection therewith to any Person other than Yooma to the Company extent such information has not already been returned or destroyed. (c) GTI represents and warrants that since January 1, 2020, neither GTI nor any of its Subsidiaries has waived any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which GTI or any of its Subsidiaries provided is a Party. Subject to any such Person since January 1Section 4.4(e), 2016 GTI covenants and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.agrees that‌ (3) The Company agrees that (i) it GTI shall use commercially reasonable efforts to enforce each standstill, confidentiality, standstill non-disclosure, business purpose, use or similar agreement, agreement or restriction or covenant to which the Company GTI or any of its Subsidiaries is a party party, and (ii) it shall not neither GTI nor any of its Subsidiaries nor any of their respective Representatives have released or will, without the prior written consent of Yooma, release any Person from, or waive, amend, suspend or otherwise modify any such Person’s obligations respecting the CompanyGTI, or any of its Subsidiaries, under any standstill, confidentiality, standstill non-disclosure, business purpose, use or similar agreement or restriction to which the Company GTI or any Subsidiary of its Subsidiaries is a party (it being acknowledged and agreed by the Purchaser Yooma that the automatic termination or release automatic release, in each case pursuant to the terms thereof, of any confidentiality, standstill or similar agreement, restriction or covenant restrictions of any such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 5.1(34.4(c)). (d) If GTI, or any of its Subsidiaries or any of their respective Representatives receives or otherwise becomes aware of either:‌ (i) any inquiry, proposal or offer made after the date of this Agreement that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; or (ii) any request for copies of, access to, or disclosure of, confidential information relating to GTI or any Subsidiary, including information, access or disclosure relating to the properties, facilities, books or records of GTI or any Subsidiary, in each case made after the date of this Agreement; then, GTI shall notify Yooma as soon as practicable, and in any event at first orally within 24 hours, and then in writing within 48 hours, of such Acquisition Proposal, inquiry, proposal, offer or request, including the identity of the Person making such Acquisition Proposal, inquiry, proposal, offer or request and the material terms and conditions thereof and shall provide Yooma with copies of all material written documents, correspondence or other materials received in respect of, from or on behalf of any such Person. GTI shall keep Yooma fully informed on a current basis of the status of material developments and (to the extent permitted by Section 4.4(a)) discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments thereto. (e) Notwithstanding any other provision of this Section 4.4, if at any time following the date of this Agreement and prior to the GTI Shareholder Approval having been obtained, GTI receives a request for material non-public information, or to enter into discussions, from a Person that proposes to GTI an unsolicited bona fide written Acquisition Proposal, GTI may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of GTI or its Subsidiaries, if any only if:‌ (i) the GTI Board determines, in good faith after consultation with its outside financial and legal advisors, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; (ii) such Person is not restricted from making an Acquisition Proposal pursuant to an existing standstill or similar restriction with GTI or any of its Subsidiaries; (iii) GTI has been, and continues to be, in compliance with its obligations under this Section 4.4 in all material respects; and (iv) prior to providing any such copies, access or disclosures, GTI enters into a confidentiality and standstill agreement with such Person (which confidentiality and standstill agreement shall be subject to Section 4.4(c)) and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to Yooma. (f) If GTI receives an Acquisition Proposal that the GTI Board determines, in good faith after consultation with its outside financial and legal advisors, constitutes a Superior Proposal prior to the GTI Shareholder Approval having been obtained, the GTI Board may, (1) make a GTI Change in Recommendation in response to such Superior Proposal and/or (2) cause GTI to terminate this Agreement pursuant to Section 6.2(a)(iv)(A) (including payment of the applicable amounts required to be paid pursuant to Section 6.3) and concurrently enter into a definitive agreement with respect to the Superior Proposal (other than a confidentiality agreement permitted by Section 4.4(e)) (a “Proposed Agreement”), if and only if:‌ (i) the Person making such Superior Proposal is not restricted from making an Acquisition Proposal pursuant to an existing standstill, confidentiality, non-disclosure, business purpose, use or similar restriction; (ii) GTI has been, and continues to be, in compliance with its obligations under this Section 4.4 in all material respects; (iii) GTI or its Representatives have delivered to Yooma the information required by Section 4.4(d), as well as a written notice (the “Superior Proposal Notice”) of the determination of the GTI Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the GTI Board to make a GTI Change in Recommendation and/or terminate this Agreement pursuant to Section 6.2(a)(iv)(A) to concurrently enter into the Proposed Agreement with respect to such Superior Proposal, as applicable;‌ (iv) in the case of (f)(2), GTI or its Representatives have provided Yooma a copy of the Proposed Agreement and all supporting materials, including any financing documents, with customary redactions supplied to GTI in connection therewith;‌ (v) five (5) Business Days (the “Response Period”) shall have elapsed from the date on which ▇▇▇▇▇ has received the Superior Proposal Notice and all documentation referred to in Section 4.4(f)(iii) and Section 4.4(f)(iv);‌ (vi) during any Response Period, ▇▇▇▇▇ has had the opportunity (but not the obligation) in accordance with Section 4.4(g), to offer to amend this‌ Agreement and the Plan of Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (vii) after the Response Period, the GTI Board has determined in good faith, after consultation with its outside legal counsel and financial advisors (if any), that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by ▇▇▇▇▇ under Section 4.4(g)); and (viii) in the case of (2), prior to or concurrently with terminating this Agreement pursuant to Section 6.2(a)(iv)(A), GTI enters into such Proposed Agreement and concurrently pays to Yooma the amounts required to be paid pursuant to Section 6.3. (g) During the Response Period: (i) the GTI Board shall review any offer made by Yooma under Section 4.4(f)(vi) to amend the terms of this Agreement and the Plan of Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal and (ii) GTI shall negotiate in good faith with Yooma to make such amendments to the terms of this Agreement and the Arrangement as would enable ▇▇▇▇▇ to proceed with the transactions contemplated by this Agreement on such amended terms. If the GTI Board determines that such Acquisition Proposal would cease to be a Superior Proposal, GTI shall promptly so advise Yooma, and GTI and Yooma shall amend this Agreement to reflect such offer made by ▇▇▇▇▇, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.‌ (h) Each successive amendment or modification to any Acquisition Proposal or Proposed Agreement that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the GTI Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 4.4, provided that Yooma shall only be afforded a new five (5) Business Day Response Period from the date on which it has received the notice and all documentation referred to in Section 4.4(f)(iii) and Section 4.4(f)(iv) with respect to the new Superior Proposal from GTI. (i) At the written request of ▇▇▇▇▇, the GTI Board shall promptly reaffirm the GTI Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the GTI Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 4.4(g) would result in an Acquisition Proposal no longer being a Superior Proposal. GTI shall provide Yooma and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by Yooma and its counsel. (j) Nothing in this Agreement shall prevent the GTI Board from complying with Section

Non-Solicitation. (1a) Except as expressly permitted by this Article 5Neither Alio nor any ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of Alio or any ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (collectively, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not to: "Representatives"): (ai) solicit, assist, initiate, facilitate or knowingly encourage (including by way of furnishing information or otherwise knowingly facilitate entering into any inquiryform of agreement, proposal arrangement or offer that constitutes understanding) the initiation of any inquiries or may reasonably be expected to constitute or lead to, proposals regarding an Acquisition Proposal; ; (bii) continue, engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, Argonaut or any of its Representativesaffiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certaintyprovided, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise however, that ▇▇▇▇ may communicate with any Person making an Acquisition Proposal that for the Board has determined that purpose of clarifying the terms and conditions of such Acquisition Proposal does not constitute or and the likelihood of its consummation so as to determine whether such Acquisition Proposal is not reasonably expected likely to constitute or lead to a Superior Proposal or advising such Person that the Acquisition Proposal could not reasonably be expected to result in a Superior Proposal; (iii) approve, in each caseaccept, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify endorse or qualifyrecommend, or propose publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, (iv) accept or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to accept or enter into into, any Contract letter of intent, agreement in principle, agreement, understanding, undertaking or arrangement or other contract in respect of an Acquisition Proposal or (other than a confidentiality agreement permitted by and v) make an Alio Change in accordance with Section 5.3) Recommendation. (2b) The Company Alio shall, and shall cause each of its the Alio Subsidiaries and its and their respective directors, officers and Representatives to, to immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussion, discussion or negotiation or other related activities commenced prior to the date of this Agreement with any Person (other than Persons conducted heretofore by it, the Purchaser, and its Representatives) Alio Subsidiaries or any Representatives with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and, in connection therewith, the Company Alio will (a) immediately discontinue access to any of its confidential information (and disclosure not establish or allow access to any of all its confidential information, including access to or any data room room, virtual or otherwise) and any other access shall as soon as possible request, to confidential information, properties, facilities, books the extent that it is entitled to do so (and records of the Company or of any of its Subsidiaries exercise all rights it has to any such other Person; and (b) within two Business Days, request (irequire) the return or destruction of all copies of any confidential information regarding ▇▇▇▇ and the Company or any of its Alio Subsidiaries previously provided to any such Person since January 1, 2016 or any other Person and will request (iiand exercise all rights it has to require) the destruction of all material including or incorporating or otherwise reflecting such any material confidential information regarding ▇▇▇▇ and the Company Alio Subsidiaries. ▇▇▇▇ agrees that, except as permitted in Section 7.01(c) neither it nor any of the Alio Subsidiaries, shall terminate, waive, amend or modify any provision of any existing confidentiality agreement relating to an Acquisition Proposal or any standstill agreement to which it or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary subsidiaries is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant provisions of any such agreements agreement as a the result of the entering into and announcement of this Agreement Arrangement Agreement, pursuant to the express terms of any such agreement, shall not be a violation of this Section 5.1(37.01(b)) and Alio undertakes to enforce all standstill, non-disclosure, non- disturbance, non-solicitation and similar covenants that it or any of its subsidiaries have entered into prior to the date hereof. (c) Notwithstanding Sections 7.01(a) and 7.01(b) and any other provision of this Arrangement Agreement or of any other agreement between Argonaut and Alio, if at any time following the date of this Arrangement Agreement and prior to obtaining the Alio Shareholder Approval and the Alio Securityholder Approval of the Arrangement Resolution at the Alio Meeting, ▇▇▇▇ receives a bona fide, written Acquisition Proposal that did not result from a breach of Section 7.01 or an Acquisition Proposal is made to Alio’s shareholders that the Alio Board determines in good faith, after consultation with ▇▇▇▇’s financial advisors and outside counsel, constitutes or, if consummated in accordance with its terms (disregarding, for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation), could reasonably be expected to be a Superior Proposal, then Alio may, in response to a request made by the party making such Acquisition Proposal and provided it is then in compliance with Sections 7.01(b) and 7.01(d): (i) furnish information with respect to ▇▇▇▇ and the Alio Subsidiaries to the Person making such Acquisition Proposal; (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal; and/or (iii) waive any standstill provision or agreement that would otherwise prohibit such Person from making such Acquisition Proposal; (d) In the event ▇▇▇▇ receives an Acquisition Proposal it shall promptly notify Argonaut, at first orally and then in writing within 24 hours of receipt of the Acquisition Proposal, of the material terms and conditions thereof, and the identity of the Person or Persons making the Acquisition Proposal, and shall provide Argonaut with a copy of any such proposal, inquiry, offer or request, a copy of any agreement entered into in accordance with Section 7.01(c) hereof and a copy of any other agreements which relate to the Acquisition Proposal to which it has access, or any amendment to any of the foregoing. Alio shall thereafter also provide such other details of such proposal, inquiry, offer or request, or any amendment to any of the foregoing, as Argonaut may reasonably request and shall keep Argonaut fully informed as to the status, including any changes to the material terms, of such proposal, inquiry, offer or request, or any amendment to any of the foregoing, and shall respond promptly to all reasonable inquiries from Argonaut with respect thereto. (e) Subject to Section 7.02, at any time following the date of this Arrangement Agreement and prior to obtaining the Alio Shareholder Approval and the Alio Securityholder Approval, if ▇▇▇▇ receives an Acquisition Proposal that did not result from a breach of this Section 7.01 and which its Board of Directors concludes in good faith constitutes a Superior Proposal, it may, subject to compliance with the procedures set forth in Sections 7.03 and 8.02, terminate this Arrangement Agreement to enter into a definitive agreement with respect to such Superior Proposal. (f) Nothing contained in this Arrangement Agreement shall prohibit the Alio Board from taking any action or making an Alio Change in Recommendation or from making any disclosure to any of its securityholders prior to the Effective Time including, for greater certainty, disclosure of an Alio Change in Recommendation in respect of an Acquisition Proposal, if, in the good faith judgment of the Alio Board, after consultation with outside legal counsel, failure to take such action or make such disclosure would be inconsistent with Alio Board’s exercise of its fiduciary duties or such action or disclosure is otherwise required under applicable Law (including by responding to an Acquisition Proposal under a directors' circular or otherwise as required under Securities Laws); provided that, for greater certainty, in the event of an Alio Change in Recommendation and a termination by Argonaut of this Arrangement Agreement pursuant to Section 8.02(a)(iii)A, or Section 8.02(a)(iv)A, as the case may be, Alio shall pay the Termination Fee as required by Section

Non-Solicitation. (1a) Except as otherwise expressly permitted by provided in this Article 5Section 5.8 (including but not limited to Section 5.8(d)), neither Stars nor Flutter shall, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of such Party or any of its Subsidiaries (collectively, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not to:“Representatives”): (ai) solicit, assist, initiate, or knowingly encourage encourage, assist or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of Stars or Flutter or any Subsidiary, as applicable, or entering into any form of agreement, arrangement or understanding (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.8(d))) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (bii) continueenter into, continue or otherwise engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representativesother Party) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (diii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced an Acquisition Proposal for a period of no more than three five (5) Business Days following the public formal announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 5.8 (or in the event that the Stars Meeting or the Flutter Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day before the date of the Stars Meeting or the Flutter Meeting, as applicable); provided the Stars Board or Flutter Board, as applicable, has rejected such Acquisition Proposal and affirmed their recommendation of the Board Recommendation by Arrangement before the end of such three Business Day period); or; (eiv) accept or enter into into, or publicly propose to accept or enter into into, any Contract letter of intent, agreement in respect of an principle, agreement, arrangement or undertaking related to any Acquisition Proposal (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.35.8(d)) (a “Proposed Agreement”); or (v) make a Change in Recommendation. (2b) The Company Each of Stars and Flutter shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussion, negotiation or other related activities commenced prior to the date of this Agreement activity with any Person (other than the Purchaser, and other Party) conducted by such Party or any of its Representatives) Subsidiaries or Representatives with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and, in connection therewith, the Company such Party will (a) immediately discontinue access to to, and disclosure of, any of all confidential information, including its information (and not establish or allow access to any data room and any other access to confidential of its or its Subsidiaries’ information, any data room, virtual or otherwise, or any of its or its Subsidiaries’ properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Personrecords); and (b) within two Business Daysshall as soon as possible request, request (i) and exercise all rights it has to require, the return or destruction of all copies of any confidential information regarding such Party and its Subsidiaries previously provided to any such Person or any other Person (other than the Company other Party and its Representatives) to the extent such information has not already been returned or destroyed. Neither Stars nor Flutter shall release any third party from any confidentiality, non-solicitation or standstill agreement, or terminate, modify, amend or waive the terms thereof, and each of Stars and Flutter undertakes to enforce, and cause its Subsidiaries to enforce, all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that such Party or any of its Subsidiaries provided has entered into prior to the date hereof except to allow a Person to propose an Acquisition Proposal to the Party (it being acknowledged that the automatic termination or release of any such Person since January 1agreement, 2016 restriction or covenant as a result of either Party entering into this Agreement shall not be a violation of this Section 5.8(b)). Each of Stars and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company Flutter covenants and agrees that (i) that it shall use commercially reasonable efforts take all necessary action to enforce each confidentiality, standstill or similar agreement, agreement or restriction or covenant to which the Company it or any Subsidiary is a party, and (ii) that neither it, nor any Subsidiary or any of its Subsidiaries is a party and (ii) it shall not Representatives have or will, without the prior written consent of the other Party, release any Person from, or waive, amend, suspend or otherwise modify any such Person’s obligations respecting the Companyit, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company it or any Subsidiary is a party except to allow such Person to propose an Acquisition Proposal to such Party. (it being acknowledged c) If a Party or any of its Subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of (i) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or (ii) any request (by any Person that such Party or any of its Subsidiaries or any of their respective Representatives is aware, or would reasonably be expected to be aware, is considering making, or has made, an Acquisition Proposal) for copies of, access to, or disclosure of, confidential information relating to such Party or any of its Subsidiaries, including information, access, or disclosure relating to the properties, facilities, books or records of such Party or any of its Subsidiaries, such Party shall promptly notify the other Party, at first orally, and agreed then as soon as practicable and in any event within twenty four (24) hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions (if applicable), the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Persons. The Parties shall keep one another promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request and will respond promptly to all inquiries by the Purchaser that other Party with respect thereto. (d) Notwithstanding any other provision of this Agreement, if at any time following the automatic termination date of this Agreement and prior to obtaining the Stars Shareholder Approval or release of any confidentialitythe Flutter Shareholder Approval, as applicable, a Party or its Representatives receives a bona fide unsolicited Acquisition Proposal and such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar agreementrestriction, restriction Stars or covenant Flutter, as applicable, has been, and continues to be, in compliance with its obligations under Section 5.8, and the Stars Board or the Flutter Board, as applicable, determines, in good faith after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal, then, and only in such case, such Party may: (i) provide the Person making such an Acquisition Proposal with access to such information regarding such Party and its Subsidiaries as has been provided to the other Party or as is required to be provided by applicable Law; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal, provided that such Party shall not, and shall not allow any of its Subsidiaries or Representatives to, disclose any non-public information with respect to such Party or any of its Subsidiaries to such Person making such Acquisition Proposal without having (i) entered into a confidentiality and standstill agreement on customary terms, and provided a copy of such confidentiality and standstill agreement to the other Party and (ii) provided to the other Party a list of and access to the information made or to be made available to such Person. Any such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with such Party and may not restrict such Party or any of its Subsidiaries from otherwise complying with Section 5.8. (e) Notwithstanding anything to the contrary contained in Section 5.8(a) or any other provision of this Agreement, if a Party receives an Acquisition Proposal that constitutes a Superior Proposal, such Party may (i) make a Change in Recommendation in respect of such Superior Proposal or (ii) enter into any Proposed Agreement with respect to such Superior Proposal if, and only if, prior to effecting such Change in Recommendation and/or entering into such Proposed Agreement: (i) the Flutter Shareholder Approval or the Stars Shareholder Approval, as applicable, has not been obtained; (ii) such Party has complied in all material respects with Section 5.8; (iii) such Party has provided the other Party with a notice in writing that there is a Superior Proposal together with a copy of the proposed definitive agreement for the Superior Proposal and all supporting materials, including documentation supporting the valuation of any non-cash consideration and any financing documents supplied to such agreements as a result Party in connection therewith, subject to, in the case of financing documents, customary confidentiality provisions with respect to fee letters or similar information, such documents to be so provided to the other Party not less than five (5) Business Days prior to the proposed acceptance, approval or execution of the entering into Proposed Agreement by such Party; (iv) five (5) Business Days (the “Matching Period”) shall have elapsed from the date the other Party received the notice and documentation referred to in Section 5.8(e)(iii)from such Party and, during any Matching Period, the other Party has had the opportunity (but not the obligation), in accordance with Section 5.8(f), to offer to amend this Agreement shall not and the Arrangement in order for such Acquisition Proposal to cease to be a violation Superior Proposal, and, if the other Party has proposed to amend the terms of the Arrangement in accordance with Section 5.8(f), the Stars Board or the Flutter Board, as applicable, shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by the other Party; and (v) after the Matching Period, the board of the Party in receipt of the Acquisition Proposal determines, after consultation with outside counsel and financial advisors, that the Acquisition Proposal constitutes a Superior Proposal. (f) Each of Stars and Flutter acknowledges and agrees that, during the Matching Period or such longer period as such Party may approve for such purpose, the other Party shall have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. The Stars Board or the Flutter Board, as applicable, will, in consultation with outside legal counsel and financial advisers, review any proposal by the other Party to amend the terms of this Agreement in order to determine in good faith in the exercise of its fiduciary duties whether the other Party’s proposal to amend this Agreement would result in the Acquisition Proposal ceasing to be a Superior Proposal, and will respond to the other Party with such determination within three (3) Business Days of receiving the other Party’s proposal to amend this Agreement. If the Stars Board or the Flutter Board, as applicable, determines that the Acquisition Proposal is not a Superior Proposal as compared to the proposed amendments to the terms of this Agreement, it will promptly enter into an amended agreement with the other Party reflecting such proposed amendments. Each Party undertakes to the other to negotiate in good faith and in a timely manner with the other Party during the Matching Period. (g) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Party receiving an Acquisition Proposal or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.1(35.8, and the other Party shall be afforded a new full five (5) Business Day Matching Period from the date on which the other Party received the notice and documentation referred to in Section 5.8(e)(iii) with respect to each new Superior Proposal. (h) Each of Stars and Flutter shall ensure that its Representatives and its Subsidiaries are aware of the provisions of this Section 5.8, and each of Stars and Flutter shall be responsible for any breach of this Section 5.8 by its Representatives and its Subsidiaries. (i) In circumstances where: (i) Stars or Flutter has notified the other that it intends to make a Change in Recommendation under Section 5.8(j); or (ii) Stars or Flutter provides the other with notice of a Superior Proposal contemplated by Section 5.8(e), on a date that is less than fifteen (15) Business Days prior to the Stars Meeting or the Flutter Meeting, as applicable, Stars or Flutter may, or if requested by the other, shall adjourn the Stars Meeting or the Flutter Meeting, as applicable, to a date that is fifteen (15th) Business Days after the date of such notice, provided, however, that neither the Stars Meeting nor the Flutter Meeting shall be adjourned or postponed to a date that is later than the fifteenth (15th) Business Day prior to the Outside Date. (j) Nothing in this Section 5.8 shall prohibit the Stars Board or the Flutter Board from (i) making a Change in Recommendation or from making any disclosure to any securityholders of the applicable Party prior to the Effective Time, if, in the good faith judgment of the Stars Board or the Flutter Board, as applicable, after consultation with outside counsel and financial advisors, failure to take such action or make such disclosure would be inconsistent with the fiduciary duties of the Stars Board or the Flutter Board, as applicable, or such action or disclosure is otherwise required under applicable Law and (ii) responding through a directors’ circular or equivalent document to an Acquisition Proposal that it determines is not a Superior Proposal, provided that such Party shall provide the other Party and its outside legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure (if practicable) and shall make all reasonable amendments as requested by the other Party and its legal counsel. (k) Nothing in this Section 5.8 shall prevent Flutter from complying with the requirements of the Irish Takeover Rules or the Irish Takeover Panel.

Non-Solicitation. (1a) Except as expressly permitted by provided in this Article 5, the Company shall not, not and shall cause its Subsidiaries and not to, directly or indirectly, through any Representative of the Company or any of its and their respective directorsSubsidiaries, officers and Representatives not or permit any such Person, to: (ai) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books and records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3)) any inquiry, proposal or offer (whether public or otherwise) that constitutes or may would reasonably be expected to constitute or lead to, an Acquisition Proposal; (bii) continueenter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person (other than with the Purchaser, or Purchaser and its RepresentativesAffiliates) regarding any inquiry, proposal or offer that constitutes or may would reasonably be expected to constitute or lead to, an Acquisition Proposal; , provided that, for greater certainty, the Company shall be permitted to: may: (iA) advise any Person of the restrictions of this Agreement; (B) provide a written response (with a copy to the Purchaser) to any Person who submits an Acquisition Proposal solely for the purposes of seeking clarification of the terms of such Acquisition Proposal; and or (iiC) advise any Person making an Acquisition Proposal that the Company Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, ; in each case, if if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (ciii) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, make a Company Change in a manner adverse to the Purchaser, the Board Recommendation; (div) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than three five Business Days following the such public announcement of such Acquisition Proposal or public disclosure will not be considered to be in violation of this Section 5.1 5.1(a)(iv) provided the Company Board has rejected such Acquisition Proposal and affirmed the Company Board Recommendation by before the end of such three five Business Day period (or in the event that the Company Meeting is scheduled to be held within such five Business Day period, prior to the third Business Day prior to the date of the Company Meeting)); or (ev) accept or enter into into, or publicly propose to accept or enter into into, any Contract agreement or arrangement with any Person in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) ). (2b) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation negotiation, or other related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may would reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and in connection therewith, the Company will must: (ai) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or any of its Subsidiaries; and (ii) promptly request, and exercise all rights it or any of its Subsidiaries have to any such other Person; and require: (b) within two Business Days, request (iA) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person since January 1other than the Purchaser, 2016 its Affiliates and its and their respective Representatives; and (iiB) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such PersonSubsidiaries, in each case case, to the extent that such information has not previously been returned or destroyed and using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3c) The Company agrees that covenants and agrees: (i) it that the Company shall use commercially reasonable efforts to promptly and fully enforce each confidentiality, standstill standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction agreement or covenant to which the Company or any of its Subsidiaries is a party and party; and (ii) it shall not release to release, and cause its Subsidiaries not to release, any Person from, or waive, amend, suspend or otherwise modify any such Person’s 's obligations respecting the Company, Company or any of its Subsidiaries, Subsidiaries under any confidentiality, standstill standstill, non-disclosure, use, business purpose or similar agreement or restriction covenant to which the Company or any Subsidiary of its Subsidiaries is a party party, without the prior written consent of the Purchaser (which may be withheld or delayed in the sole and absolute discretion of the Purchaser), it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant restrictions of any such agreements as a result of the entering into and announcing this Agreement shall not be a violation of this Section 5.1(35.1(c)) .

Non-Solicitation. (1a) Except as otherwise expressly permitted by provided in this Article 5, the Company Fibrek shall not, and shall cause not directly or indirectly through any of its Subsidiaries and its and their respective directors, officers and Representatives not toor otherwise: (ai) make, solicit, assist, initiate, knowingly encourage encourage, promote or otherwise knowingly facilitate (including by way of furnishing information, permitting any inquiryvisit to any facilities or properties of Fibrek or entering into any form of written or oral agreement, proposal arrangement or offer that constitutes understanding) any inquiries, offers or may reasonably be expected proposals regarding an Acquisition Proposal or otherwise co-operate in any way with, or assist with or participate in any way in any effort or attempt by any Person to constitute or lead to, make an Acquisition Proposal; (bii) continue, engage enter into or participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (ciii) withdraw, amend, modify or qualify, qualify (or publicly propose or state an intention to withdraw, amend, modify or qualify, do so) in a manner adverse to the PurchaserOfferor, the approval or recommendation of the Board Recommendationof Directors or any committee thereof of the Offer or this Agreement; (div) accept, approve, endorse recommend or recommend, remain neutral or propose publicly propose to accept, approve, endorse . recommend or recommend remain neutral to any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (ev) accept, recommend (or remain neutral), approve or enter into (or publicly propose to enter into do so) any Contract letter of intent, agreement in principle, agreement, understanding or arrangement in respect of an Acquisition Proposal (or providing for the payment of any break, termination or other than a confidentiality agreement permitted by and fees or expenses to any Person in accordance the event that Fibrek completes the transactions contemplated in this Agreement or any other transaction with Section 5.3) the Offeror or any of its Affiliates agreed to prior to any termination of this Agreement, whether formal or informal. (2b) The Company Fibrek shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, terminate any existing solicitation, encouragementassistance, discussiondiscussions, negotiation negotiations or other related activities commenced prior to the date of this Agreement process with any Person Persons (other than the PurchaserOfferor, and its Affiliates or its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may which could reasonably be expected to constitute or lead to, an Acquisition Proposal. In connection therewith, the Company will (a) immediately discontinue access to whether or not initiated by Fibrek and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all such confidential information provided in connection therewith. Fibrek shall not amend, modify or waive, but shall enforce any of the enforceable standstill, confidentiality and non-solicitation provisions of the confidentiality agreements entered into by Fibrek with other Persons relating to a potential Acquisition Proposal. (c) Fibrek shall, as soon as practicable and in any event within 24 hours following receipt thereof, notify the Offeror, at first orally and then in writing, of any inquiry, proposal or offer (or any amendment thereto) or request relating to or constituting an Acquisition Proposal, any request for discussions or negotiations, and/or any request for non-public information relating to Fibrek or for access to properties, books and records or a list of the Fibrek Securityholders or any amendments to the foregoing. Such notice shall include the terms and conditions of, and the identity of the Person making, any inquiry, proposal or offer (including any amendment thereto), and shall include, in the case of a proposal or offer, full and complete copies of any confidential information regarding the Company such written proposal or offer or any of its Subsidiaries provided amendment to any of the foregoing. Fibrek shall keep the Offeror promptly and fully informed of the status, including any change to the material terms, of any such proposal or offer or any amendment to the foregoing, and will respond promptly to all inquiries by the Offeror with respect thereto. (d) Notwithstanding Section 5.1(a) or any provision of this Agreement to the contrary, if after the date of this Agreement, Fibrek receives from any Person since January 1an unsolicited bona fide written request for material non-public information in relation to a potential Acquisition Proposal and which proposes a bona fide Acquisition Proposal (that was not solicited, 2016 encouraged or facilitated on or after the date hereof in contravention of Section 5.1(a)), and (i) the Board of Directors determines in good faith consultation with its financial and legal advisors, that such Acquisition Proposal is, or would reasonably be expected to lead to, a Superior Proposal and (ii) the destruction of all material including or incorporating or otherwise reflecting failure to provide the Person making such confidential Acquisition Proposal with access to such information regarding Fibrek would be inconsistent with the fiduciary duties of the Board of Directors, then, and only then, Fibrek may provide such Person with access to information regarding Fibrek, subject to the execution of a confidentiality agreement, provided however that Fibrek shall send a copy of any such confidentiality and standstill agreement, which is customary in such situations and which in any event and taken as a whole is no less favourable to the Company than the Confidentiality Agreement, to the Offeror promptly upon its execution and shall provide the Offeror with a list of or any copies of its Subsidiaries the information provided to any such Person, in each case using its commercially reasonable efforts Person and immediately provide the Offeror with access to ensure that similar information to which such requests are fully complied with in accordance with the terms of such rights or entitlementsPerson was provided. (3e) The Company agrees Fibrek shall ensure that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result Representatives are aware of the entering into this Agreement shall not be a violation provisions of this Section 5.1(3)) 5.1 and Fibrek shall be responsible for any breach of this Section 5.1 by such Representatives.

Non-Solicitation. (1) Except as expressly permitted by this Article 5, the Company Certicom shall not, and shall cause directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of Certicom or any of its Subsidiaries and its and their respective directorsSubsidiaries, officers and Representatives not to: (ai) make, solicit, initiate, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing information or entering into any inquiryform of agreement) the initiation of any inquiries or proposals regarding, proposal constituting or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; , (bii) continue, engage or participate in any discussions or negotiations with any Person (other than with the Purchaserregarding, or its Representatives) regarding provide any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead information with respect to, or otherwise co-operate in any way with, any effort or attempt by any other person to make or complete an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (iiii) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute withdraw or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualifymodify, or propose publicly propose to withdraw or state an intention to withdraw, amend, modify or qualifymodify, in a manner adverse to the PurchaserAcquiror, the approval or recommendation of the Board Recommendation; or Special Committee of the Arrangement, (div) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, or propose publicly to approve, recommend or remain neutral with respect to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced an Acquisition Proposal for a period of no more than three Business Days until ten business days following the public announcement of such Acquisition Proposal will shall not be considered to be in a violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end 7.1(1)) or (v) accept or enter into, or propose publicly to accept or enter into, any letter of such three Business Day period); or (e) enter into intent, agreement in principle, agreement, arrangement or publicly propose to enter into any Contract undertaking in respect of an Acquisition Proposal; provided that nothing contained in this Arrangement Agreement shall prevent the Board from considering, negotiating, accepting, approving, recommending to Certicom Shareholders or entering into an agreement in respect of a bona fide, written Acquisition Proposal received at any time prior to obtaining Shareholder Approval, in each case solely in the manner and under the circumstances set forth in this Section 7.1 or Section 7.2, as the case may be, and in each case where the Acquisition Proposal in question: (other a) did not result from a breach of any agreement between the person making such Acquisition Proposal and Certicom or any of its Subsidiaries, or this Section 7.1; (b) is not subject to a due diligence condition; (c) involves not less than a confidentiality agreement permitted by 66 2/3% of the outstanding Certicom Shares or all or substantially all of the consolidated assets of Certicom; and (d) in respect of which the Board determines in its good faith judgment, after consultation with its financial advisors and its outside counsel would, if consummated in accordance with Section 5.3its terms, result in a transaction that: (A) is reasonably capable of completion in accordance with its terms without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal; (B) is more favourable from a financial point of view to Certicom Shareholders than the Arrangement, and (C) is not subject to any financing condition and in respect of which any required financing to complete such Superior Proposal has been demonstrated to the satisfaction of the Board, acting in good faith (after receipt of advice from its financial advisors and outside legal counsel), will be obtained. (any such Acquisition Proposal being referred to herein as a “Superior Proposal”). (2) The Company Certicom shall, and shall cause each the officers, directors, employees, representatives and agents of Certicom and its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, terminate any solicitation, encouragement, discussion, negotiation existing discussions or other related activities commenced prior to the date of this Agreement negotiations with any Person parties (other than the Purchaser, and its RepresentativesAcquiror) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead toconstitute, an Acquisition Proposal. In connection therewithCerticom agrees not to release any third party from, the Company will (a) and shall enforce, any confidentiality agreement relating to a potential Acquisition Proposal to which such third party is a party. Certicom further agrees not to release any third party from, and shall enforce, any standstill agreement or provision to which such third party is a party. Certicom shall immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person third party which, at any time since January 1, 2016 2007, has entered into a confidentiality agreement with Certicom relating to a potential Acquisition Proposal to the extent that such information has not previously been returned or destroyed, and (ii) the destruction of shall use all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlementshonoured. (3) The Company agrees Certicom shall immediately (and in any event within 24 hours of receipt by Certicom) notify the Acquiror of, at first orally and then in writing, of any Acquisition Proposal or inquiry that (i) it shall use commercially reasonable efforts could lead to enforce an Acquisition Proposal, in each confidentialitycase received after the date hereof of which any of its directors or officers become aware, standstill or similar agreementany amendments to the foregoing, restriction or covenant any request for non-public information relating to which the Company Certicom or any of its Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of Certicom or any of its Subsidiaries by any person that informs Certicom or such Subsidiary that it is considering making, or has made, an Acquisition Proposal and any amendment thereto and if in writing or electronic form, a party copy thereof, and if not in writing or electronic form, a description of the material terms of any such Acquisition Proposal or inquiry, and shall provide the identity of the person making any such Acquisition Proposal or inquiry and such other details of the proposal or inquiry as the Acquiror may reasonably request. Certicom shall keep the Acquiror fully informed of the status, including any change to the material terms, of any such Acquisition Proposal or inquiry, and shall provide to the Acquiror copies of all correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent to Certicom by or on behalf of any person making any such Acquisition Proposal. (ii4) If, prior to the approval of the Arrangement Resolution by the Certicom Shareholders, Certicom receives a request for material non-public information from a person who proposes an unsolicited bona fide Acquisition Proposal that is subject to a due diligence condition or due diligence access condition, and the Board determines in good faith that such proposal would be, if consummated in accordance with its terms and the due diligence or due diligence access condition satisfied, a Superior Proposal, then, and only in such case, the Board may, subject to the execution by such person of a non-disclosure and standstill agreement having substantially the same terms as the Confidentiality Agreement (including, for greater certainty, a standstill provision substantially identical to that set forth in the Confidentiality Agreement), provide such person with access in accordance with subsection (1) to information regarding Certicom; provided, however that the person making the Acquisition Proposal shall not be precluded thereunder from making the Acquisition Proposal, and provided further that Certicom sends a copy of any such non-disclosure and standstill agreement to the Acquiror immediately upon its execution and the Acquiror is immediately provided with a list and copies of all information provided to such person not previously provided to the Acquiror and is immediately provided with access to information similar to that which was provided to such person. (5) Certicom shall ensure that its officers and directors and those of its Subsidiaries and any financial or other advisors or representatives retained by it are aware of the provisions of this Section, and it shall not release be responsible for any Person frombreach of this Section by any such person or its advisors or representatives. (6) Subject to the rights of the Acquiror in Sections 7.1, 7.2 and 8.2, nothing contained in this Arrangement Agreement shall prohibit the Board from making any disclosure to Certicom Shareholders or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Companyfrom calling and holding a meeting of Certicom Shareholders, or any of its Subsidiariesthem, under any confidentialityrequisitioned by Certicom Shareholders, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by of them, in each case prior to the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation of this Section 5.1(3)) Effective Date if required under applicable Laws.

Non-Solicitation. (1) Except as expressly permitted by provided in this Article 5, the Company shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other adviser) or agent of the Company or of any of its affiliates (collectively “Representatives”), and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not permit any such Person to: (a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any affiliate or entering into any form of agreement, arrangement or understanding, other than a confidentiality agreement as contemplated by Section 5.1(4)) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) continue, enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or Parent and its Representativesaffiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably could be expected to constitute or lead to, an Acquisition Proposal; , provided that, for greater certainty, that the Company shall be permitted tomay: (iA) advise any Person of persons requesting access to non-public information relating to the restrictions of this AgreementCompany that such access cannot be provided unless such person makes an Acquisition Proposal; and (iiB) advise any Person person making an unsolicited Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is could not reasonably be expected to constitute or lead to a Superior Proposal, in each case, Proposal if in the Company Board has so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Persondetermined; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, make a Change in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or publicly take no position or remain neutral with respect to to, any publicly announced Acquisition Proposal (it being understood and agreed that publicly taking no position or a neutral position with respect to a publicly announced an Acquisition Proposal for a period of no more than three 7 Business Days following the public announcement of such Acquisition Proposal will not be considered to be in constitute a violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period5.1); or (e) accept or enter into or publicly propose to enter into any Contract agreement, arrangement or understanding in respect of an Acquisition Proposal (other than a confidentiality agreement permitted as contemplated by and in accordance with Section 5.3) .5.1(4)); (2) The Company shall, and shall cause each of its Subsidiaries affiliates and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation discussion or other related activities negotiations commenced prior to the date of this Agreement with any Person (other than the Purchaser, and its RepresentativesParent) with respect to any inquiry, proposal or offer that constitutes, or may could reasonably be expected to constitute or lead to, an Acquisition Proposal. In connection therewith, and whether or not initiated by the Company will or its Representatives, and in connection with such termination shall: (a) immediately discontinue access to to, and disclosure of all confidential information, (including access to any data room access and any other access to confidential information, properties, facilities, books and records of ) regarding the Company or of any of its Subsidiaries to any such other Personaffiliate; and and (b) within two Business Daysrequest, request and exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries affiliate provided to any Person (other than Parent) to the extent that such Person since January 1information has not previously been returned or destroyed, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case affiliate using its commercially reasonable commercial efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company agrees represents and warrants that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall has not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under waived any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary affiliate is a party Party, except to permit submissions of expressions of interest prior to the date of this Agreement, and further covenants and agrees (it being acknowledged and agreed by the Purchaser i) that the automatic termination or release of any Company shall take all necessary action to enforce each confidentiality, standstill or similar agreementagreement or restriction to which the Company or any affiliate is a party, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation of this Section 5.1(3)) .and

Non-Solicitation. (1) Except as expressly permitted by this Article 5, the Company ▇▇▇▇▇▇▇▇ shall not, and shall cause directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of ▇▇▇▇▇▇▇▇ or any of its Subsidiaries and its and their respective directorsSubsidiaries, officers and Representatives not to: (ai) make, solicit, initiate, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing information or entering into any inquiryform of agreement) the initiation of any inquiries or proposals regarding, proposal constituting or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; , (bii) continue, engage or participate in any discussions or negotiations regarding, or provide any information with respect to, or otherwise co-operate in any Person way with, any effort or attempt by any other person (other than with the Purchaser, Parent or its Representativesaffiliates) regarding any inquiry, proposal to make or offer that constitutes or may reasonably be expected to constitute or lead to, complete an Acquisition Proposal; Proposal provided that, for greater certainty, the Company shall be permitted tothat ▇▇▇▇▇▇▇▇ may: (iA) advise any Person of person requesting access to non-public information relating to ▇▇▇▇▇▇▇▇ or its Subsidiaries that such access cannot be provided unless such person makes an Acquisition Proposal in accordance with the restrictions terms of this Agreement; and (iiB) advise any Person person making an unsolicited Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is could not reasonably be expected to constitute or lead to a Superior Proposal when the Board has so determined, (iii) effect a Change in Recommendation, or (iv) accept or enter into, or propose publicly to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking in respect of an Acquisition Proposal; provided that nothing contained in this Arrangement Agreement shall prevent the Board from (A) making a Change in Recommendation, and/or (B) considering, providing information to a person, negotiating, accepting, approving, recommending to ▇▇▇▇▇▇▇▇ Shareholders or entering into an agreement, in each casecase in respect of a bona fide, if written Acquisition Proposal received at any time prior to obtaining Shareholder Approval, in so doingeach case solely in the manner and under the circumstances set forth in this Section 7.01 or Section 7.02, no other information that as the case may be, and in each case where the Acquisition Proposal in question: (a) did not result from a breach of any agreement between the person making such Acquisition Proposal and ▇▇▇▇▇▇▇▇ or any of its Subsidiaries, or this Section 7.01; (b) is prohibited from being communicated under this Agreement is communicated not subject to such Persona due diligence condition; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualifyinvolves the acquisition of (or, in the case of a manner adverse to take-over bid, an offer for) not less than all of the Purchaser, outstanding ▇▇▇▇▇▇▇▇ Shares on a fully diluted basis or all or substantially all of the Board Recommendationassets of ▇▇▇▇▇▇▇▇; (d) acceptin respect of which the Board determines in its good faith judgment, approveafter consultation with its financial advisors and its external legal counsel, endorse or recommendthat failure to take such action would be inconsistent with its fiduciary duties under applicable Law; and (e) in respect of which the Board determines in its good faith judgment, or publicly propose to acceptafter consultation with its financial advisors and its external legal counsel would, approveif consummated in accordance with its terms (but not assuming away any risk of non-completion), endorse or recommend any Acquisition Proposalresult in a transaction that: (A) is reasonably capable of completion in accordance with its terms without undue delay, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement into account all legal, financial, regulatory and other aspects of such Acquisition Proposal will not be considered and the person making such Acquisition Proposal; (B) is more favourable from a financial point of view to be in violation ▇▇▇▇▇▇▇▇ Shareholders than the Arrangement (after giving effect to any changes to the terms and conditions of this Arrangement Agreement proposed by Parent in response to such Acquisition Proposal pursuant to Section 5.1 provided the Board has rejected 7.02), taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and affirmed the Board Recommendation by the end of person making such three Business Day period)Acquisition Proposal; or and (eC) enter into or publicly propose is not subject to enter into any Contract financing condition and in respect of an which any required financing to complete such Superior Proposal has been demonstrated to the satisfaction of the Board, acting in good faith, is reasonably likely to be obtained (any such Acquisition Proposal (other than that satisfies all of the foregoing clauses being referred to herein as a confidentiality agreement permitted by and in accordance with Section 5.3) “Superior Proposal”). (2) The Company ▇▇▇▇▇▇▇▇ shall, and shall cause each the officers, directors, employees, representatives and agents of ▇▇▇▇▇▇▇▇ and its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, terminate any solicitation, encouragement, discussion, negotiation existing discussions or other related activities commenced prior to the date of this Agreement negotiations with any Person parties (other than the Purchaser, and its RepresentativesParent) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead toconstitute, an Acquisition Proposal. In , and, in connection therewith, the Company will (a) immediately ▇▇▇▇▇▇▇▇ shall discontinue access of such person to the ▇▇▇▇▇▇▇▇ Data Room (and disclosure of all confidential information, including not establish or allow access to any other data room and any other access to confidential rooms, virtual or otherwise or otherwise furnish information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, ). ▇▇▇▇▇▇▇▇ shall immediately request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any third party which has entered into a confidentiality agreement with ▇▇▇▇▇▇▇▇ relating to a potential Acquisition Proposal to the extent that such Person since January 1information has not previously been returned or destroyed, 2016 and (ii) the destruction of shall use all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of honoured. ▇▇▇▇▇▇▇▇ agrees not to release any third party from, and shall enforce, any confidentiality agreement relating to a potential Acquisition Proposal to which such rights or entitlements. (3) The Company third party is a party. ▇▇▇▇▇▇▇▇ further agrees that (i) it neither it, nor any of its Subsidiaries, shall use commercially reasonable efforts terminate, waive, amend or modify, and agrees to enforce each confidentialityactively prosecute and enforce, its rights under any agreement containing a standstill provision and any provision of any existing confidentiality agreement or similar agreement, restriction or covenant any standstill agreement to which the Company it or any of its Subsidiaries is a party party. (3) ▇▇▇▇▇▇▇▇ shall immediately (and (iiin any event within 24 hours of receipt by ▇▇▇▇▇▇▇▇) it shall not release notify Parent of, at first orally and then in writing, of any Person fromAcquisition Proposal or inquiry or proposal that could reasonably be expected to lead to an Acquisition Proposal, in each case received after the date hereof of which any of its directors or officers become aware, or waiveany amendments to the foregoing, amend, suspend or otherwise modify any Person’s obligations respecting the Company, request for non-public information relating to ▇▇▇▇▇▇▇▇ or any of its SubsidiariesSubsidiaries in connection with an Acquisition Proposal or for access to the properties, under any confidentiality, standstill books or similar agreement or restriction to which the Company records of ▇▇▇▇▇▇▇▇ or any Subsidiary of its Subsidiaries by any person that informs ▇▇▇▇▇▇▇▇ or any of its Subsidiaries that it is considering making, or has made, an Acquisition Proposal and any amendment thereto and a party (it being acknowledged and agreed by description of the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant material terms of any such agreements as a result Acquisition Proposal or inquiry, and shall provide the identity of the entering into person making any such Acquisition Proposal or inquiry and such other details of the proposal or inquiry as Parent may reasonably request. ▇▇▇▇▇▇▇▇ shall keep Parent fully informed of the status, including any change to the material terms, of any such Acquisition Proposal or inquiry. (4) If, prior to receipt of the Shareholder Approval, ▇▇▇▇▇▇▇▇ receives a written request for material non-public information from a person who proposes an unsolicited bona fide Acquisition Proposal, and the Board determines in good faith, after consideration with its financial advisers and external counsel, that such proposal constitutes or could reasonably be expected to lead to (assuming completion of a due diligence review not exceeding 15 days from the date of ▇▇▇▇▇▇▇▇ first determining that it is permitted to disclose non-public information to such person making the Acquisition Proposal under this Section 7.01(4) (the “Restricted Period”)), if consummated in accordance with its terms, a Superior Proposal, then, and only in such case, following compliance with Section 7.01(3), the Board may, subject to the execution by such person of a confidentiality and standstill agreement that contains provisions that are no less favourable to ▇▇▇▇▇▇▇▇ than those contained in the Confidentiality Agreement and provided that such confidentiality and standstill agreement may not include any provisions calling for an exclusive right to negotiate with ▇▇▇▇▇▇▇▇ and may not restrict ▇▇▇▇▇▇▇▇ or its Subsidiaries from complying with this Section 7.01, provide such person with access in accordance with subsection (1) to information regarding ▇▇▇▇▇▇▇▇ for a period of review not to exceed the Restricted Period; provided, however that the person making the Acquisition Proposal shall not be precluded thereunder from making the Acquisition Proposal, and provided further that ▇▇▇▇▇▇▇▇ sends a violation correct and complete copy of any such confidentiality and standstill agreement to Parent immediately upon its execution and before any such non-public information is provided and Parent is immediately provided with a list and copies of all information provided to such person not previously provided to Parent and is immediately provided with access to information similar to that which was provided to such person. (5) ▇▇▇▇▇▇▇▇ shall ensure that its officers and directors and those of its Subsidiaries and any financial or other advisors or representatives retained by it are aware of the provisions of this Section, and it shall be responsible for any breach of this Section 5.1(3)by any such person or its advisors or representatives. (6) Nothing contained in this Arrangement Agreement shall prohibit the Board from making any disclosure to ▇▇▇▇▇▇▇▇ Shareholders, responding through a directors’ circular or otherwise as required by applicable Securities Laws to any Acquisition Proposal or from calling and holding a meeting of ▇▇▇▇▇▇▇▇ Shareholders requisitioned by ▇▇▇▇▇▇▇▇ Shareholders in accordance with the CBCA or ordered to be held by a court pursuant to the CBCA, in each case prior to the Effective Date if required under applicable Laws.

Non-Solicitation. (1) Except as expressly permitted by During the term of this Article 5Agreement, the Company shall not, directly or indirectly, and shall cause not authorize, permit or condone any officer, director, employee, representative or agent of the Company or any of its Subsidiaries and its and their respective directors, officers and Representatives not to: directly or indirectly to (ai) solicit, assist, initiate, knowingly induce, facilitate or encourage (including by way of furnishing information or otherwise knowingly facilitate entering into any inquiryform of agreement, proposal arrangement or offer that constitutes understanding) the initiation of any inquiries or may reasonably be expected to constitute making of any proposals or lead to, announcements regarding an Acquisition Proposal; , (bii) continue, engage or participate in any discussions or negotiations with any Person (other than with the PurchaserParent, or its Representativesthe Purchaser and their respective Affiliates and representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (ciii) withdraw, amend, amend or modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; approval of the board of directors of the Company of the Arrangement, (div) accept, approve, endorse or recommend, or propose publicly propose to accept, approve, endorse or recommend recommend, any Acquisition Proposal, or take no position (v) accept or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any agreement, understanding, arrangement or Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (2) Proposal. The Company shall, and shall cause each the officers, directors, employees, representatives and agents of the Company and its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminateterminate any existing solicitations, and cause to be terminated, any solicitation, encouragement, discussion, negotiation discussions or other related activities commenced prior to the date of this Agreement negotiations with any Person (other than the PurchaserPurchaser and the Parent) that has made, and its Representatives) with respect indicated any interest to any inquiry, proposal or offer that constitutes, make or may reasonably be expected to constitute or lead tomake, an Acquisition Proposal. In connection therewithThe Company shall promptly (and in any event within 48 hours of receipt by the Company) notify the Parent, immediately orally and thereafter in writing, of any Acquisition Proposal or inquiry received after the Company will date hereof (a) immediately discontinue access to and disclosure of all confidential information, including access whether or not relating to any data room and any other access Acquisition Proposal or inquiry received prior to confidential informationthe date hereof) that could reasonably be expected to lead to an Acquisition Proposal, propertiesin each case received after the date hereof, facilities, books and records of the Company or of which any of its Subsidiaries directors, officers, Financial Advisor or other agents are or become aware, or any amendments to the foregoing, or any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential for non-public information regarding relating to the Company or any of its Subsidiaries provided in connection with an Acquisition Proposal or for access to any such Person since January 1the properties, 2016 and (ii) the destruction books or records of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release by any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting in connection with an Acquisition Proposal and a description of the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged material terms and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant conditions of any such agreements as a result Acquisition Proposal or inquiry. The Company shall keep the Parent informed of any change to the entering into this Agreement shall not be a violation material terms of this Section 5.1(3)) any such Acquisition Proposal or inquiry.

Non-Solicitation. (1a) Except From the date of this Agreement, other than as expressly permitted already publicly disclosed by this Article 5the Parent, the Company Parent shall not, and shall cause its Subsidiaries the Alberta Subsidiary and its and their respective directors, officers and Representatives the Subsidiary not to, through any officer, director, employee, representative or agent of the Parent, the Alberta Subsidiary, the Subsidiary or otherwise, without the prior written consent of [ ]: (ai) solicit, assistinitiate or encourage (including by way of furnishing information or entering into any form of agreement, initiatearrangement or understanding) any inquiries or proposals regarding any merger, knowingly encourage amalgamation, arrangement, take-over bid, sale of treasury shares or otherwise knowingly facilitate any inquiry, proposal similar transaction involving the Alberta Subsidiary or offer that constitutes the Subsidiary (any of the foregoing inquiries or may reasonably be expected proposals being referred to constitute or lead herein as an “Acquisition Proposal”); or (ii) provide any confidential information to, an Acquisition Proposal; (b) continue, engage or participate in any discussions or negotiations relating to any such transactions with, or otherwise cooperate with or assist or participate in any effort to take such action by, any Person (other than or group in connection with the Purchaser, Alberta Subsidiary or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) Subsidiary. (2b) The Company Parent shall, and shall direct and use reasonable efforts to cause each of its Subsidiaries and its and their respective directors, officers officers, employees, representatives and Representatives agents to, immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussion, negotiation discussions or other related activities commenced prior to the date of this Agreement negotiations with any Person (parties, other than the Purchaser[ ], and its Representatives) with respect to any inquiryactual, proposal future or offer potential Acquisition Proposal. (c) The Parent shall immediately notify [ ] of any future Acquisition Proposal or any request following the date hereof for non-public information relating to the Alberta Subsidiary or the Subsidiary in connection with an Acquisition Proposal or for access to the properties, Books and Records of the Alberta Subsidiary or the Subsidiary by any Person that constitutesinforms the Alberta Subsidiary or the Subsidiary that it is considering making, or may reasonably be expected to constitute or lead tohas made, an Acquisition Proposal. In connection therewithSuch notice to [ ] shall be made, from time to time, orally and in writing and shall indicate such details of the Company will (a) immediately discontinue access proposal, inquiry or contact known to and disclosure of all confidential informationthe Parent as [ ] may reasonably request, including access to any data room and any other access to confidential information, properties, facilities, books and records the identity of the Company Person making such proposal, inquiry or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person since January 1, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlementscontact. (3) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation of this Section 5.1(3)) .

Non-Solicitation. (1a) Except as expressly permitted by provided in Section 6.3 of this Article 5Agreement, the Company Corporation and its subsidiaries shall not, directly or indirectly through any Representative of the Corporation, or otherwise, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not permit any such person to: (ai) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Corporation or any subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposals or offer from any person (other than the Acquiror and its Affiliates) that relates to, constitutes or would reasonably be expected to constitute or lead to, an Acquisition Proposal or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek to do any of the foregoing; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any person (other than the Acquiror, its Affiliates and their Representatives) regarding, or provide information to any person with respect to, any inquiry, proposal or offer that relates to, constitutes or may would reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) continue, engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (ciii) withdraw, amend, modify or qualify, or propose publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, qualify the Board Recommendation; (div) accept, approve, endorse endorse, recommend or recommendtake no position or remain neutral with respect to, or publicly propose to accept, approve, endorse or endorse, recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than three five (5) Business Days following the such public announcement of such Acquisition Proposal or public disclosure will not be considered to be in violation of this Section 5.1 6.1, provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by before the end of such three five (5) Business Day period (or in the event the Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the Meeting)); or (ev) accept, approve, endorse, recommend or enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and as contemplated under Section 6.3) or publicly propose to accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in accordance with Section 5.3) respect of an Acquisition Proposal. (2b) The Company Corporation shall, and shall cause each of its Subsidiaries subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any existing solicitation, encouragement, discussion, negotiation negotiation, or other related activities commenced on or prior to the date of this Agreement with any Person person (other than the PurchaserAcquiror, and its Affiliates or any of their Representatives) with respect to any inquiry, proposal or offer that constitutesrelates to, constitutes or may would reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and in connection therewith, the Company will Corporation will: (ai) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company Corporation or of any of its Subsidiaries subsidiaries; and (ii) promptly request and exercise the rights it has to any such other Person; and require (b) within two Business Days, request (iA) the return or destruction of all copies of any confidential information regarding the Company Corporation or any of its Subsidiaries subsidiary provided to any such Person since January 1person, 2016 and (iiB) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company Corporation or any subsidiary. (c) The Corporation represents and warrants that neither it nor any of its Subsidiaries provided to subsidiaries has waived any such Personconfidentiality, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights standstill or entitlements. similar agreement and further represents, warrants and covenants (3as applicable) The Company agrees that (ia) it the Corporation and its subsidiaries shall use commercially reasonable efforts to enforce each confidentiality, standstill standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which the Company Corporation or any subsidiary is a party, and (b) neither the Corporation, nor any subsidiary or any of its Subsidiaries is a party their respective Representatives have or will, without the prior written consent of the Acquiror (which may be withheld or delayed in the Acquiror’s sole and (ii) it shall not absolute discretion), release any Person person from, or waive, amend, suspend or otherwise modify any Personsuch person’s obligations respecting the Company, Corporation or any of its Subsidiariessubsidiaries, under any confidentiality, standstill standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement agreement, restriction or restriction covenant to which the Company Corporation or any Subsidiary subsidiary is a party (it being acknowledged and agreed by the Purchaser Acquiror that the any automatic termination or release of any confidentiality, standstill or similar agreement, other restriction or covenant of any such agreements as a the result of the entering into this Agreement shall or as otherwise provided in the applicable agreement, will not be constitute a violation breach of this Section 5.1(36.1(c), provided that all agreements containing such a standstill restriction have been disclosed in Section 6.1(c) of the Disclosure Letter and includes a description of all such standstill provisions. (d) The Corporation shall ensure that its Representatives are aware of the prohibitions in this Section 6.1.

Non-Solicitation. (1) Except as expressly permitted by provided in this Article 5, the Company Corporation shall not, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not to, directly or indirectly: (a) solicit, assist, initiate, knowingly facilitate or knowingly encourage (including by furnishing non-public information or otherwise knowingly facilitate providing copies of, access to, or disclosure of, any inquiryconfidential information of the Corporation or any Subsidiary, proposal or offer entering into any form of agreement, arrangement or understanding) any inquiries or proposals or offers that constitutes constitute, or may could reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) continue, enter into or otherwise engage or participate in or knowingly encourage any discussions or negotiations with (or provide any information or data to) any Person (other than the Parent), with the Purchaser, or its Representatives) regarding respect to any inquiry, proposal or offer that constitutes constitutes, or may could reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, make a Change in a manner adverse to the Purchaser, the Board Recommendation;; or (d) approve or recommend any Acquisition Proposal or accept, approve, endorse, enter into or recommend, or propose publicly to accept, approve, endorse or recommend, any letter of intent, acquisition agreement, agreement in principle or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral similar agreement with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) Proposal. (2) The Company Corporation shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, terminated any solicitation, knowing encouragement, discussion, negotiation or other related activities commenced prior to the date of this Agreement with any Person (other than the PurchaserParent, the Purchaser and its their respective Representatives) with respect to any inquiry, proposal or offer that constitutes, or may could reasonably be expected to constitute or lead to, an Acquisition Proposal. In Proposal and, in connection therewith, the Company will Corporation shall: (a) immediately discontinue access to and or disclosure of all confidential information, including access to any data room (whether physical or virtual) and any other access to confidential information, properties, facilities, books and records of the Company Corporation or of any of its Subsidiaries Subsidiary (except for access granted to any such other Personthe Parent, the Purchaser and their respective Representatives); and and (b) as soon as possible (and in any event within two Business Daysforty-eight (48) hours after the execution of this Agreement), request request, to the extent that it is entitled to do so pursuant to any confidentiality or similar agreement entered into in connection with an Acquisition Proposal, (i) the return or destruction of all copies of any confidential information regarding the Company or any of Corporation and its Subsidiaries previously provided to any such Person since January 1Person, 2016 and (ii) the destruction by such Person and its Representatives of all material including or incorporating or otherwise reflecting such confidential information regarding the Company Corporation or any of its Subsidiaries provided Subsidiaries, to any the extent that such Personinformation has not previously been returned or destroyed, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company Corporation covenants and agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which neither the Company or Corporation nor any of its Subsidiaries is a party and (ii) it shall not nor any of their respective Representatives will, without the prior written consent of Parent, release any Person from, or waive, amend, suspend or otherwise modify any such Person’s obligations respecting the CompanyCorporation, or any of its Subsidiaries, under any such standstill, confidentiality, standstill non-disclosure, business purpose, use or similar agreement or restriction to which the Company Corporation or any Subsidiary of its Subsidiaries is a party; provided that, prior to obtaining the Required Shareholder Approval at the Meeting, the Corporation shall not be required to enforce, and shall be permitted to waive, any provision of any such agreement that prohibits or purports to prohibit the submission or making of a confidential Acquisition Proposal to the Board if the Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties under applicable Law. (4) Nothing contained in this Article 5 or elsewhere in this Agreement shall prohibit (a) the Board from responding to an Acquisition Proposal to the extent required under the Securities Laws, or from issuing a customary “stop, look and listen” statement pending disclosure thereunder (or any substantially similar communication under applicable Securities Laws), or disclosing to the Shareholders any factual information regarding the business, financial condition or results of operations of the Corporation or the fact that an Acquisition Proposal has been made, the identity of the party making such Acquisition Proposal or the material terms of such Acquisition Proposal, in each case, if the Board determines in good faith, after consultation with outside legal counsel, that the failure to do so would constitute a violation of applicable Securities Laws or be inconsistent with its fiduciary duties under appliable Law (it being acknowledged and agreed by understood that nothing in the Purchaser that foregoing shall be deemed to permit the automatic termination Corporation or release the Board to make a Change in Recommendation other than in accordance with Section 5.4(4)) or (b) the Corporation or its Representatives from communicating with any Person (or the Representatives of such Person) solely for purposes of clarifying the terms of any confidentiality, standstill or similar agreement, restriction or covenant of any proposal and advising such agreements as a result Person of the entering into this Agreement shall not be a violation restrictions of this Section 5.1(3)) Agreement.

Non-Solicitation. (1a) Except as otherwise expressly permitted by provided in this Article 5Section 5.7, the Company shall not, and shall cause directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Company or any of its Subsidiaries and its and their respective directors(collectively, officers and Representatives not to:the "Representatives"): (ai) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing information or entering into any inquiryform of agreement, proposal arrangement or offer that constitutes understanding) any inquiries, proposals or may reasonably be expected offers relating to constitute or lead to, an any Acquisition Proposal; (bii) continueengage in, engage continue or otherwise participate in any discussions or negotiations with regarding, furnish to any Person (other than any information or data with the Purchaserrespect to, or its Representatives) regarding otherwise cooperate with or take any inquiry, other action to facilitate any proposal or offer that constitutes or may would reasonably be expected to constitute or lead to, an to any Acquisition Proposal; provided that, for greater certainty, Proposal (it being understood that the Company shall be permitted to: (i) advise any Person may inform persons of the restrictions of provisions contained in this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such PersonSection 5.7); (ciii) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse approve or recommend, or propose publicly propose to acceptapprove or recommend, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will seven (7) days shall not be considered to be a breach of this Section 5.7); (iv) waive, release, modify, amend or otherwise forbear in the enforcement of, or enter into or participate in any discussions, negotiations or agreements to waive, release, modify, amend or otherwise forbear in respect of, any rights or other benefits under confidential information agreements relating to an Acquisition Proposal, including any "standstill" or similar provisions thereunder (it being acknowledged and agreed that the automatic termination of any such agreement or any provision of any such agreement pursuant to the express terms of any such agreement, shall not be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period5.7(a)(iv); or); (ev) enter into accept, recommend, approve, agree to or endorse, or propose publicly propose to enter into accept, recommend, approve, agree to or endorse, any Contract letter of intent, agreement in respect of an principle, agreement, arrangement or undertaking related to any Acquisition Proposal (other than a confidentiality agreement permitted by and Section 5.7(d)(i)); or (vi) make a Company Change in accordance with Section 5.3) Recommendation. (2b) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, terminated any existing solicitation, encouragement, discussion, discussion or negotiation or other related activities commenced prior to the date of this Agreement with any Person (other than Parent) conducted by the Purchaser, and Company or any of its Representatives) Subsidiaries or Representatives with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute constitute, or lead to, an Acquisition Proposal. In , and, in connection therewith, the Company will (a) immediately discontinue access to any of its confidential information (and disclosure not establish or allow access to any of all its confidential information, including access to or any data room room, virtual or otherwise) and any other access shall, as soon as reasonably practicable, to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries extent it is entitled to any such other Person; and (b) within two Business Daysdo so, request (i) the return or destruction of all copies of any confidential information regarding the Company and its Subsidiaries previously provided to any such Person or any other Person to the extent such information has not already been returned or destroyed. The Company shall use all commercially reasonable efforts to enforce any confidentiality, non-solicitation or standstill or similar agreements or provisions to which it and any third parties are party. (c) The Company shall promptly (and in any event within 24 hours of the receipt thereof) provide notice to Parent (at first orally and then in writing) of any Acquisition Proposal (or any amendment thereto, including any amendment to the consideration offered) or any request for non-public information relating to it or any of its Subsidiaries in connection with such an Acquisition Proposal or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person that informs the Company that it is considering making, or has made, an Acquisition Proposal, in each case after the date of this Agreement. Such notice shall indicate the identity of the Person or Persons making such proposal, inquiry, offer or request, all material terms thereof and such other material details of the proposal, inquiry, offer or request known to the Company, and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. The Company shall keep Parent promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request and shall provide Parent copies of all material correspondence and other written material sent to or provided to it by any Person in connection with such inquiry, proposal, offer or request or sent or provided by it to any Person in connection with such inquiry, proposal, offer or request. (d) Notwithstanding any other provision of this Agreement and any other agreement between the Company and Parent, at any time following the date of this Agreement and prior to obtaining the Requisite Approval, the Company and its Representatives may: (i) enter into or participate in any discussions or negotiations with a third party who seeks to initiate such discussions or negotiations with the Company, provided that such discussions or negotiations did not arise out of or relate to a breach of this Section 5.7, and subject to execution of a confidentiality agreement substantially similar to the Confidentiality Agreement (provided that such confidentiality agreement shall not prohibit disclosure to Parent as required by this Section 5.7), the Company may furnish to such third party information concerning it and its business, properties and assets, in each case if, and only to the extent that: (A) the third party has first made a written bona fide Acquisition Proposal that the Company Board determines, in good faith after consultation with its financial advisors and legal counsel, constitutes, or would be reasonably likely to result in, a Superior Proposal; and (B) prior to furnishing such information to or entering into or participating in any such Person since January 1discussions or negotiations with such third party, 2016 the Company notifies the Parent in accordance with Section 5.7(c) and, if not previously provided to Parent, copies of all information provided to such third party shall be provided to Parent concurrently with, or as soon as practicable thereafter, the provision of such information to such third party. (e) Notwithstanding any other provision of this Agreement and any other agreement between the Company and Parent, at any time following the date of this Agreement and prior to obtaining the Requisite Approval the Company may make a Company Change in Recommendation or accept, approve or enter into any agreement, understanding or arrangement with respect to an Acquisition Proposal, but only if prior to doing so: (A) the Company Board shall have concluded in good faith, after considering all proposals to adjust the terms and conditions of this Agreement as contemplated in Section 5.7(f) and after receiving advice from its financial advisors and outside counsel, that the applicable Acquisition Proposal constitutes a Superior Proposal; (B) the Company shall otherwise have complied, in all material respects, with its applicable obligations set forth in this Section 5.7; (C) three (3) days shall have elapsed from the time the Company gave the notice referred to in Section 5.7(e)(D) (the "Response Period") and, if Parent has proposed to amend the terms of the Arrangement in accordance with Section 5.7(f), the Company Board shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the applicable Acquisition Proposal continues to be a Superior Proposal; (D) the Company shall have given Parent, orally and in writing, at least three (3) days advance notice of any decision by the Company Board to make a Company Change in Recommendation or accept, approve or enter into any agreement, understanding or arrangement with respect to an Acquisition Proposal (i) confirming that the Company Board has determined that such Acquisition Proposal constitutes a Superior Proposal; and (ii) identifying the destruction third party making the Superior Proposal and include a copy thereof (including the proposed definitive agreement and all supporting documents) and any amendments thereto; and (E) substantially concurrently with entering into any binding written agreement with respect to an Acquisition Proposal that is a Superior Proposal, the Company terminates this Agreement pursuant to Section 7.2(a)(iv)(B) and pays to Parent the Company Termination Fee in accordance with Section 7.3. (f) The Company acknowledges and agrees that, during the Response Period or such longer period as the Company may approve for such purpose, Parent shall have the opportunity, but not the obligation, to propose to amend the terms of all material this Agreement, including an increase in, or incorporating or otherwise modification of, the Consideration. The Company will negotiate in good faith and the Company Board will review any proposal by Parent to amend the terms of the Agreement in order to determine in good faith (in consultation with its financial advisors and legal counsel) whether Parent's proposal to amend the Agreement would result in the Acquisition Proposal ceasing to be a Superior Proposal. If the Company Board determines that the Acquisition Proposal is not a Superior Proposal as compared to the proposed amendments to the terms of the Agreement, it will promptly enter into an amended agreement with Parent reflecting such confidential information regarding proposed amendments. (g) Each successive amendment to any Superior Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders pursuant thereto shall constitute a new Superior Proposal for the purposes of this Section 5.7, and a new three (3) day period shall commence. (h) The Company shall reaffirm its recommendation of the Arrangement by press release promptly and in any event within 120 hours of any reasonable written request to do so by Parent (or, in the event that the Company Meeting to approve the Arrangement is scheduled to occur within such 120 hour period, prior to the scheduled date of such Company Meeting) in the event that: (i) any Acquisition Proposal which is publicly announced is determined not to be a Superior Proposal; or (ii) the Parties have entered into an amended agreement pursuant to Section 5.7(f) which results in any Acquisition Proposal not being a Superior Proposal. (i) Each of its Subsidiaries the Company and Parent agree that all information that may be provided to Parent by the Company with respect to any such Person, Acquisition Proposal pursuant to this Section 5.7 shall be treated as if it were "Evaluation Material" as that term is defined in each case using its commercially reasonable efforts to ensure that such requests are fully complied with the Confidentiality Agreement and shall not be disclosed or used except in accordance with the terms provisions of such the Confidentiality Agreement or in order to enforce its rights under this Agreement in legal proceedings. Each of the Company and Parent agree that, following the execution of this Agreement by both Parties, the provisions in the Confidentiality Agreement with respect to “Discussions Disclosure” shall be of no further force or entitlementseffect. (3j) The Company agrees shall ensure that (i) its officers, directors and senior employees and any investment bankers or other professional advisers or professional representatives retained by it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result are aware of the entering into this Agreement shall not be a violation provisions of this Section 5.1(3)5.7 and shall be responsible for any breach of this Section 5.7 by any of them. (k) .Nothing in this agreement shall prevent the Company Board from complying with Part 2 – Division 3 of National Instrument - 62-104 Take Over Bids and Issuer Bids of the Canadian Securities Administrators and similar provisions under Applicable Canadian Securities Laws relating to the provision of directors' circulars in respect of an Acquisition Proposal that is not a Superior Proposal but only following compliance with this Section 5.7 by the Company;

Non-Solicitation. (1a) Except as expressly permitted by provided in this Article 5, the Company shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Company or of any of its Subsidiaries (collectively “Representatives”) or otherwise, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not permit any such Person to: (ai) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary), or any site visit, any inquiry, proposal or offer that constitutes or may could reasonably be expected to constitute or lead to, an Acquisition Proposal; (bii) continue, enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser or any Person acting jointly or in concert with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may would reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, that the Company shall be permitted to: may (iA) communicate with any Person for the sole purpose of clarifying the terms and conditions of any inquiry, proposal or offer made by such Person, (B) advise any Person of the restrictions and term of this Agreement; , and (iiC) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute constitute, or is not reasonably expected to constitute or lead to to, a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (ciii) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, make a Change in a manner adverse to the Purchaser, the Board Recommendation; (div) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced an Acquisition Proposal for a period of no more than three five Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by before the end of such three five-Business Day period); or (ev) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by by, and in accordance with with, Section 5.3) ). (2b) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation negotiation, or other related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, Purchaser and its Representativesrespective Affiliates) with respect to any inquiry, proposal or offer that constitutes, constitutes or may could reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and in connection therewith, the Company will with such termination shall: (ai) immediately discontinue access to and disclosure of all confidential information, if any, to any such Person, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries Subsidiary; and (ii) request, and use commercially reasonable efforts to any such other Person; and exercise all rights it has to require (b) within two Business Days, request (iA) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries Subsidiary provided to any such Person other than the Purchaser since January 1, 2016 2022, and (iiB) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided Subsidiary, to any the extent that such Personinformation has not previously been returned or destroyed, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with to the terms extent the Company is entitled, acknowledging that to the extent certain confidentiality agreements provide for the retention and storage for archival or standard electronic back-up reasons or file document and data retention policies, such retention, archival or back-up of confidential information is allowed subject to the confidentiality and non-use provisions under such rights or entitlementsconfidentiality agreements. (3c) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each represents and warrants that, since January 1, 2023, the Company has not waived any confidentiality, standstill or similar agreement, agreement or restriction or covenant to which the Company or any of its Subsidiaries is a party party, except to permit submissions of expressions of interest solicited prior to the date of this Agreement. The Company covenants and agrees that (i) the Company shall take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party, and (ii) it shall not neither the Company, nor any Subsidiary nor any of their respective Representatives will release any Person from, or waive, amend, suspend or otherwise modify any such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant restrictions of any such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 5.1(35.1(c)) ).

Non-Solicitation. (1) Except as expressly permitted by On the terms and subject to the conditions of this Article 5Agreement, each Eveready Management Shareholder hereby covenants and agrees in favour of Parent and Purchaser that the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not toEveready Management Shareholder shall: (a) not take any action of any kind which might, directly or indirectly, interfere with the successful completion of the Arrangement, including any action to (i) solicit, assist, initiate, knowingly facilitate or encourage (including by way of furnishing or otherwise knowingly facilitate providing access to any inquiryinformation or permitting any visit to any facilities or properties of Eveready or any of its Subsidiaries, proposal or offer that constitutes entering into any form of contract) the initiation of any inquiries, proposals or may reasonably be expected to constitute or lead to, offers regarding an Acquisition Proposal; , (bii) continue, engage or participate in any discussions or negotiations with any Person (other than with the PurchaserParent, or its RepresentativesPurchaser and their Affiliates) regarding any inquiry, proposal an actual or offer that constitutes or may reasonably be expected to constitute or lead to, an potential Acquisition Proposal; provided that, for greater certainty, (iii) influence the Company shall be permitted to: (i) advise Eveready Board or any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected committee thereof to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or propose publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Parent or Purchaser, the approval or recommendation of the Board Recommendation; or any committee thereof of the Acquisition Agreement or the Arrangement, (div) accept, approve, endorse or recommendrecommend or remain neutral with respect to, or propose publicly to approve, endorse or recommend or remain neutral with respect to, any Acquisition Proposal, or (v) accept or enter into, or publicly propose to acceptaccept or enter into, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) .Proposal; (2b) The Company shallimmediately terminate any existing solicitations, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation discussions or other related activities commenced prior to the date of this Agreement negotiations with any Person (other than the PurchaserParent or Purchaser and their Affiliates) that has made, and its Representatives) with respect indicated any interest to any inquiry, proposal or offer that constitutes, make or may reasonably be expected to constitute or lead tomake, an Acquisition Proposal. In connection therewith, the Company will (a) immediately discontinue access Proposal and cease to and disclosure of all confidential provide to any such Person any information, including or access to any data room and any other access to confidential information, properties, facilities, books and records of the Company concerning Eveready or of any of its Subsidiaries to Subsidiaries; and (c) promptly (and in any such other Person; and (bevent within 24 hours) within two Business Days, request (i) notify the return or destruction CEO and/or CFO of all copies Eveready of any confidential proposal, inquiry, offer (or any amendment thereto) or request relating to or constituting an Acquisition Proposal, or that could be reasonably expected to lead to an Acquisition Proposal, in each case received after the date hereof, of which the Eveready Management Shareholder becomes aware, or any amendments to the foregoing, any request for discussions or negotiations, any request for representation on the Board, or any request for non-public information regarding the Company relating to Eveready or any of its Subsidiaries provided in connection with an Acquisition Proposal, or for access to any such Person since January 1the properties, 2016 and (ii) the destruction books or records of all material including or incorporating or otherwise reflecting such confidential information regarding the Company Eveready or any of its Subsidiaries provided by any Person that informs the Eveready Management Shareholder that it is considering making, or has made, an Acquisition Proposal or any amendment thereto; promptly provide to Parent a description of the material terms and conditions of any such Acquisition Proposal or, inquiry, offer or request, together with a copy of all documentation relating to any such PersonAcquisition Proposal or inquiry, in each case using its commercially reasonable efforts to ensure that offer or request, the identity of the Person making such requests are fully complied with in accordance with proposal, inquiry, offer or request, and any other details of the terms of such rights Acquisition Proposal, contract, documents or entitlements. (3) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party negotiations as Parent may reasonably request; and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release keep Parent informed of any confidentiality, standstill or similar agreement, restriction or covenant change to the material terms of any such agreements as a result of the entering into this Agreement shall not be a violation of this Section 5.1(3)) Acquisition Proposal or proposal, inquiry, offer or request.

Non-Solicitation. (1) Except as expressly permitted by provided in this Article 5, the Company Corporation shall not, directly or indirectly, through any officer, employee, representative (including financial or other advisor) or agent of Corporation or any of its Subsidiaries, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not permit any such Person to: (a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of Corporation or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer from any Person (other than Purchaser or Guarantor) that relates to, constitutes or may would reasonably be expected to constitute or lead to, an Acquisition Proposal, other than as set out in Section 5.1(1)(a) of the Corporation Disclosure Letter; (b) continue, enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or its RepresentativesPurchaser and Guarantor) regarding any inquiry, proposal or offer that constitutes or may would reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (iother than as set out in Section 5.1(1)(a) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such PersonCorporation Disclosure Letter; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, make a Change in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than three five Business Days following the such public announcement of such Acquisition Proposal or public disclosure will not be considered to be in violation of this Section 5.1 provided 5.1(1)) (or in the Board has rejected event that the Meeting is scheduled to occur within such Acquisition Proposal and affirmed the Board Recommendation by the end of such three five Business Day period, prior to the third Business Day prior to the date of the Meeting); or (e) enter into into, or publicly propose to accept or enter into into, any Contract in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by and as contemplated in accordance with Section 5.3) ). (2) The Company Corporation shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation discussion or other related activities negotiations commenced prior to the date of this Agreement with any Person (other than the Purchaser, Purchaser and its RepresentativesGuarantor) with respect to any inquiry, proposal or offer that constitutes, or may would reasonably be expected to constitute or lead to, an Acquisition Proposal. In , other than as set out in Section 5.1(1)(a) of the Corporation Disclosure Letter, and in connection therewith, the Company will with such termination shall: (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room information regarding Corporation and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other PersonSubsidiaries; and and (b) within two Business Daysto the extent that such information has not previously been returned or destroyed, promptly request (i) the return or destruction of all copies of any confidential information regarding the Company Corporation or any of its Subsidiaries provided to any such Person since January 1other than Purchaser, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company agrees Corporation represents and warrants that (i) it shall use commercially reasonable efforts to enforce each neither Corporation nor any of its Subsidiaries has waived any confidentiality, standstill or similar agreement, agreement or restriction or covenant to which the Company Corporation or any of its Subsidiaries is a party party, except to permit submissions of expressions of interest solicited prior to the date of this Agreement. Corporation undertakes to seek to enforce, or cause any of its Subsidiaries to seek to enforce, all confidentiality, standstill or similar agreements or restrictions that it or any of its Subsidiaries has entered into prior to the date hereof or enter into after the date hereof and (ii) it shall Corporation covenants and agrees not to release any Person from, or waive, amend, suspend or otherwise modify any waive such Person’s 's obligations respecting the Company, or any of its SubsidiariesCorporation, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary Corporation is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant restrictions of any such agreements as a result of the entering into and announcing this Agreement shall not be a violation of this Section 5.1(3)), except to allow such Person to make an Acquisition Proposal confidentially to the Board that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal, provided that the remaining provisions of this Article 5 are complied with. (4) Nothing contained in this Article 5 shall prohibit the Board from making any disclosure or taking any other action (including a Change in Recommendation) prior to the Effective Time if the Board, after consultation with outside legal and financial advisors, has determined in good faith that such disclosure or action is necessary for the Board to act in a manner consistent with its fiduciary duties or is otherwise required under Law (including by responding to an Acquisition Proposal under a director's circular or otherwise as required under Securities Laws).

Non-Solicitation. (1a) Except Subject to the provisions of this Section 6.2, and except for actions or omissions taken by or at the direction of Parent or Merger Sub, or their respective Affiliates, including in such Person’s capacity as expressly permitted by this Article 5a director, officer or employee of any of the Group Companies or otherwise, during the Pre-Closing Period, the Company shall not, and shall cause not authorize or permit any of its Representatives, any of the Company’s Subsidiaries and its and or any of their respective directorsRepresentatives to, officers and Representatives not todirectly or indirectly: (ai) solicit, assist, initiate, initiate or knowingly encourage any Competing Proposal or otherwise knowingly facilitate any inquiry, inquiries or the making of any proposal or offer that constitutes or may could reasonably be expected to constitute or lead to, an Acquisition to a Competing Proposal; (ii) enter into, continue or otherwise engage in discussions or negotiations with any Person or furnish to any Person (or any representative thereof) any non-public information with respect to the Company or any of its Subsidiaries, or knowingly cooperate with any Person (or any representative thereof), in each case, with the intent to induce the making of, a Competing Proposal or any proposal or offer that could reasonably be expected to lead to a Competing Proposal; (iii) approve, endorse, recommend or enter into any written agreement in principle, letter of intent, merger agreement, acquisition agreement or other similar written agreement or any Contract relating to any Competing Transaction (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 6.2(b)); (iv) grant any waiver, amendment or release under any standstill, confidentiality or similar agreement to which the Company is a party and the Company shall promptly take all actions necessary to terminate or cause to be terminated any such waiver previously granted with respect to any provision of any such standstill, confidentiality or similar agreement and to enforce such standstill, confidentiality or similar agreement; or (v) authorize or direct any of the Representatives of the Company or any of its Subsidiaries to take any action or resolve to propose, agree or publicly announce an intention to do any of the foregoing. (b) continueNotwithstanding anything in this Agreement to the contrary, at any time on or after the date hereof and prior to the Closing, following the receipt of a bona fide written proposal or offer regarding a Competing Transaction that was not obtained in violation of this Section 6.2, (i) the Company, the Special Committee, or their respective Representatives may communicate with the Person or group of Persons who has made such proposal or offer to clarify and understand the terms and conditions thereof, and notify such Persons of the restrictions of this Section 6.2(b), (ii) the Company and its Representatives may furnish nonpublic information in response to the request of the Person or group of Persons who has made such proposal or offer, provided that (x) prior to furnishing such nonpublic information, the Company receives from such Person or group of Persons an executed Acceptable Confidentiality Agreement, and (y) concurrently with furnishing any such nonpublic information to such Person or group of Persons, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished or made available by the Company to Parent), and (iii) the Company, the Special Committee and their respective Representatives may engage or participate in any discussions or negotiations with the Person or group of Persons who has made such proposal or offer; provided further that prior to taking any Person actions described in clause (other than ii) or (iii), the Special Committee shall (A) have determined in good faith, after consultation with the Purchaserits outside legal counsel, or its Representatives) regarding any inquiry, that such proposal or offer that constitutes a Superior Proposal or may could reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to result in a Superior Proposal, in each caseand (B) provide Parent with written notice of the receipt by the Company of any Competing Proposal or any inquiry, if in so doingoffer or proposal that could reasonably be expected to lead to a Competing Proposal (including the identity of the Person or group of Persons making or submitting such Competing Proposal, no other information that is prohibited from being communicated under this Agreement is communicated and details of the material terms and conditions thereof) prior to or concurrently with taking any such Person;action. (c) The Company shall keep Parent promptly and reasonably informed with respect to (i) any inquiry or indication of interest that could lead to a Competing Proposal, (ii) the status of any such Competing Proposal and (iii) the status, any material developments and the terms of any material modification thereto. The Company agrees that it will not enter into any agreement with any Person subsequent to the date hereof that prohibits the Company from providing any information or materials to Parent in accordance with, or otherwise complying with, this Section 6.2(c). (d) The Company shall cease and cause to be terminated any discussions existing as of the date hereof with any Person or group of Persons that relate to or for the purpose of knowingly encouraging or facilitating any Competing Proposal. (e) During the Pre-Closing Period, neither the Company nor the Board (in accordance with Section 10.16) nor any committee thereof shall (i) withhold, withdraw, amend, modify qualify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualifymodify, in a manner adverse to Parent or Merger Sub, the PurchaserCompany Recommendation, (ii) adopt, approve or recommend any Competing Transaction, (iii) fail to recommend against any Competing Transaction subject to Regulation 14D under the Exchange Act in any solicitation or recommendation statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Competing Transaction, or (iv) resolve or agree to take any of the foregoing actions (any of the actions or events described in clauses “(i)” through “(iv),” a “Change in Company Recommendation”). (f) Notwithstanding anything in this Agreement to the contrary, prior to the Closing, if in response to the receipt by the Company of a Competing Proposal, the Board Recommendation; (d) acceptor the Special Committee determines in good faith, approveupon the direction of the Special Committee following consultation with its financial advisor and outside legal counsel, endorse that such offer or recommend, or publicly propose proposal constitutes a Superior Proposal and that the failure to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not action could reasonably be considered expected to be in violation of this Section 5.1 provided inconsistent with its fiduciary duties under applicable Laws, the Board has rejected such Acquisition Proposal and affirmed or the Board Special Committee, as the case may be, may make a Change in Company Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition such Superior Proposal and cause the Company to terminate this Agreement under Section 9.1(c)(ii); provided that (other than i) the Board or the Special Committee has first notified Parent in writing of its intent to take such action (any such notice, a confidentiality agreement permitted “Change in Company Recommendation Notice”), which notice shall contain the identity of the Person making the Superior Proposal, specify the material terms of the Superior Proposal, contain a copy of the material documents and/or agreements providing for the Superior Proposal and indicate that the Board or the Special Committee intends to effect a Change in Company Recommendation and terminate this Agreement; (ii) if requested by and Parent in accordance with Section 5.3) . (2) The writing, the Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease for a period of at least five (5) Business Days following receipt by Parent of the Change in Company Recommendation Notice (such time period, the “Notice Period”) and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other related activities commenced prior to making any such Change in Company Recommendation and terminating this Agreement, negotiate with Parent and any Representative of Parent in good faith (to the date extent Parent desires to negotiate) to permit Parent to propose amendments to the terms and conditions of this Agreement and the Transactions (a “Parent Proposal”); (iii) following the Notice Period, and taking into account any Parent Proposal received during the Notice Period, the Board or the Special Committee shall have considered in good faith such Parent Proposal, if any, and shall, prior to making any such Change in Company Recommendation and terminating this Agreement, have determined, in respect of such Superior Proposal, following consultation with any Person its financial advisor and outside legal counsel, that the Superior Proposal would continue to constitute a Superior Proposal if the revisions proposed in such Parent Proposal, if any, were to be given effect; (iv) such Superior Proposal did not result from a material breach of this Section 6.2 (other than any such breach caused by Parent, Merger Sub, the PurchaserRollover Shareholders, the Sponsor, the Guarantor or their respective Affiliates); and its Representatives(v) in the event that the Board or the Special Committee (in accordance with respect Section 10.16) causes the Company to any inquiry, proposal or offer that constitutes, or may reasonably be expected terminate this Agreement in accordance with this Section 6.2(f) pursuant to constitute or lead to, an Acquisition Proposal. In connection therewithSection 9.1(c)(ii), the Company will (a) immediately discontinue access shall pay to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of Parent the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person since January 1, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with Termination Fee in accordance with Section 9.3(a). The Company acknowledges and agrees that, in connection with a Change in Company Recommendation Notice delivered in connection with a Competing Proposal that is determined to be a Superior Proposal for purpose of this Section 6.2(f), each successive material modification to the financial terms of such rights or entitlements. Competing Proposal shall be deemed to constitute a new Competing Proposal and shall trigger a new Notice Period, except that the Notice Period shall be at least three (3) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation of this Section 5.1(3)) Business Days.

Non-Solicitation. (1a) Except as expressly permitted contemplated by this Article 5Agreement or to the extent that the Purchaser has otherwise consented to in writing, until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1, neither the Board of Directors nor the Company shall, and the Company shall not, cause the Company Entities and shall cause its Subsidiaries and each of its and their respective directorsRepresentatives to not, officers and Representatives not todirectly or indirectly through any other person: (ai) initiate, solicit, assistknowingly facilitate or knowingly encourage (including by way of furnishing or affording access to information), initiateor take any other action that knowingly promotes or facilitates, knowingly directly or indirectly, any inquiries or the making of any proposal or offer with respect to an Acquisition Proposal or potential Acquisition Proposal; (ii) participate or engage in any discussions or negotiations regarding, or provide any information with respect to, or otherwise co-operate in any way with, or assist or participate in, encourage or otherwise knowingly facilitate facilitate, any inquiry, proposal effort or offer that constitutes attempt by any other person (other than the Purchaser and its affiliates) to make or may reasonably be expected to constitute or lead to, complete an Acquisition Proposal; (b) continue, engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (ciii) withdraw, amendmodify, modify change or qualify, or publicly propose or state an intention to withdraw, amendmodify, modify change or qualify, in a manner adverse to the PurchaserPurchaser or the Parent, the approval of the Board Recommendationof Directors of the transactions contemplated hereby and the recommendation of the Board of Directors that the Shareholders vote in favour of the Arrangement Resolution; (div) accept, approve, endorse recommend or recommendremain neutral with respect to, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced an Acquisition Proposal for a period of no more than three until the fifth Business Days following the public announcement of Day after such Acquisition Proposal will has been publicly announced shall not be considered to be in constitute a violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period6.1(a)(iv)); or (ev) accept or enter into into, or publicly propose to accept or enter into into, any Contract letter of intent, memorandum of understanding, agreement in respect of principle, agreement, arrangement or undertaking related to an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) an “Acquisition Agreement”). (2b) The Company shall, and shall cause the Company Entities and each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussion, discussion or negotiation with or other related activities commenced prior to the date of this Agreement with involving any Person person (other than the Purchaser, Purchaser and its affiliates) conducted heretofore by the Company or the Company Entities, or any of its or their respective Representatives) , with respect to any inquiry, proposal Acquisition Proposal or offer that constitutes, or may which could reasonably be expected to constitute or lead to, to an Acquisition Proposal. In Proposal and, in connection therewith, the Company will (a) immediately discontinue access to any person (other than the Purchaser and disclosure of all confidential information, including access its affiliates) to any data room (virtual or otherwise). The Company agrees not to release any third party from any standstill agreement to which it is a party unless such party has made an Acquisition Proposal that the Board of Directors, after consultation with its financial advisors and any other access outside legal counsel, has determined in good faith would be reasonably likely to confidential informationresult in a Superior Proposal. Within three Business Days from the date hereof, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, shall request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person third parties who have entered into a confidentiality agreement with the Company since January 1, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided 2009 relating to any such Person, in each case using its potential Acquisition Proposal and shall use commercially reasonable efforts to ensure that such requests are fully complied with honoured in accordance with the terms of such rights or entitlementsconfidentiality agreements. (3c) The Company agrees that shall promptly (iand, in any event, within 72 hours of receipt by the Company) it shall use commercially reasonable efforts notify the Purchaser, at first orally and then in writing, of any proposal, inquiry, offer or request relating to enforce or constituting an Acquisition Proposal, or which could reasonably be expected to lead to an Acquisition Proposal, in each confidentialitycase, standstill received after the date hereof, of which any of its Representatives is or similar agreementbecomes aware, restriction or covenant to which any request received by the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction Representatives for non-public information relating to which the Company or any Subsidiary is of the Company Entities in connection with an Acquisition Proposal or for access to the properties, books and records or a party (it being acknowledged list of securityholders of the Company or any of the Company Entities in connection with an Acquisition Proposal. Such notice shall include a description of the material terms and agreed by conditions of such Acquisition Proposal or proposal, inquiry, offer or request. At the Purchaser’s reasonable request, the Company will keep the Purchaser that promptly and fully informed of the automatic termination or release of status, including any confidentialitychange to the material terms and conditions, standstill or similar agreement, restriction or covenant of any such agreements as a result Acquisition Proposal, proposal, inquiry, offer or request. (d) Notwithstanding Section 6.1(a) or any other provision of the entering into this Agreement shall to the contrary, following receipt by the Company of any proposal, inquiry, offer or request (or any amendment thereto) that is not be an Acquisition Proposal but which the Company reasonably believes could lead to an Acquisition Proposal, the Company may respond to the proponent to advise it that, in accordance with this Agreement, the Company can only enter into discussions or negotiations with a violation of this party in accordance with Section 5.1(3)) 6.2.

Non-Solicitation. (1a) Except as expressly permitted by this Article 5, the The Company shall notand its Subsidiaries shall, and shall instruct and use its reasonable best efforts to cause each of its Subsidiaries and its and their respective directors, officers and Representatives not to: (a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) continue, engage or participate in 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 (other than with to the Purchaser, or its Representatives) regarding any inquiry, proposal or offer effect that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any is ending all discussions and negotiations with such Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Takeover Proposal and affirmed such notice shall also request such Person to promptly return or destroy all confidential information concerning the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other related activities commenced prior to Subsidiaries. From the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with any Person (other than Article VII, the PurchaserCompany will not, and will not authorize or permit any Subsidiary or Representative to (and shall instruct its RepresentativesRepresentatives not to), directly or indirectly: (i) with respect solicit, initiate, propose or knowingly facilitate or encourage (including by providing consent or authorization to make a Takeover Proposal to any inquiryofficer or employee of the Company or to the Company Board (or any member thereof) pursuant to any confidentiality agreement) any inquiries regarding, or the making of any proposal or offer that constitutes, or may could reasonably be expected to constitute or lead to, an Acquisition a Takeover Proposal. In connection therewith, the Company will (aii) immediately discontinue access to and disclosure of all confidential informationengage in, including access to continue or otherwise participate in any discussions or negotiations regarding or provide any information or data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding concerning the Company or any of its Subsidiaries provided 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, amendment or release under any standstill or confidentiality agreement, any rights agreement or “poison pill” arrangement or Takeover Statute; (iv) approve, endorse, recommend, execute or enter into any Company Acquisition Agreement; or (v) resolve, propose or agree to do any of the foregoing. (b) Notwithstanding anything to the contrary contained in Section 5.4(a), if at any time following the date of this Agreement and prior to obtaining the Company Shareholder Approval the Company has received a written Takeover Proposal from a Third Party which it believes in good faith to be bona fide and that was not initiated or solicited in breach of this Section 5.4 and the Company Board determines in good faith (after consultation with outside legal counsel and the Company’s independent financial advisor) that such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, then the Company may: (i) furnish any information with respect to the Company and its Subsidiaries to the Person since January 1, 2016 making such Takeover Proposal and (ii) participate in discussions or negotiations with the destruction Person making such Takeover Proposal regarding such Takeover Proposal; provided, that, prior to taking any action described in Section 5.4(b)(i) or 5.4(b)(ii), the Company shall enter into a confidentiality agreement containing terms no less favorable to the Company than the terms of the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”), it being understood and hereby agreed that such Acceptable Confidentiality Agreement need not contain a “standstill” or similar provision that prohibits such Person(s) from making or consummating any Takeover Proposal, and the Company shall provide to Parent a copy of all material including such information not previously provided to Parent (or incorporating its Representatives) prior to, or otherwise reflecting at the same time as, such confidential information regarding is provided to such Third Party. In making such determination the Company Board shall take into consideration, among other factors: (x) whether such Third Party is reasonably likely to have adequate sources of financing or adequate funds to consummate such Takeover Proposal and (y) whether approval of such Third Party’s stockholders is required as a condition to its obligation to consummate such Takeover Proposal. The Company shall not provide any commercially sensitive non-public information to any competitor in connection with the actions contemplated by this Section 5.4(b), except in a manner consistent with the Company’s past practice in dealing with the disclosure of such information in the context of considering Takeover Proposals prior to the date of this Agreement. The Company shall require any Person submitting an unsolicited Takeover Proposal to provide a definitive agreement that marks any proposed changes to the terms of this Agreement. The Company shall keep Parent reasonably informed of the status of any Takeover Proposal. (c) Except as expressly permitted by Section 5.4(d) or 5.4(e), none of the Company Board, any committee thereof or Representative of the Company shall (i) (A) withhold, withdraw, qualify or modify, in a manner adverse to Parent or Merger Sub, the unanimous recommendation by the Company Board that stockholders of the Company adopt this Agreement and approve the Merger (the “Company Board Recommendation”), (B) adopt, approve or recommend or propose to adopt, approve or recommend (publicly or otherwise) a Takeover Proposal, (C) fail to publicly reaffirm the Company Board Recommendation within five (5) Business Days after Parent so requests, (D) fail to recommend against any Takeover Proposal subject to Regulation 14D under the Exchange Act in a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Takeover Proposal, or (E) fail to include the Company Board Recommendation in the Proxy Statement (any action described in this clause (i)(A)—(E) being referred to as a “Company Adverse Recommendation Change”) or (ii) cause, permit or authorize the Company or any of its Subsidiaries provided to enter into any merger, acquisition or similar agreement with respect to any such PersonTakeover Proposal (other than an Acceptable Confidentiality Agreement) (each, a “Company Acquisition Agreement”). (d) Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining Company Stockholder Approval, in each case using response to a material development or change in material circumstances occurring or arising after the date hereof, the existence and material consequences of which were not known by the Company Board at or prior to the date hereof (and not relating to any Takeover Proposal, which shall be governed by clause (e) of this Section 5.4) (such material development or change in circumstances, an “Intervening Event”) the Company Board may make a Company Adverse Recommendation Change if it determines in good faith (after consultation with its commercially reasonable efforts to ensure financial advisors and outside legal counsel) that such requests are fully complied action is advisable in order for the Company Board to comply with its fiduciary duties under applicable Law; provided, however, that the Company Board may not make a Company Adverse Recommendation Change in response to an Intervening Event unless: (i) the Company provides Parent with written information describing such Intervening Event in reasonable detail as soon as reasonably practicable after becoming aware of it (and in any event within three (3) Business Days); (ii) the Company notifies Parent in writing at least five (5) Business Days before making a Company Adverse Recommendation Change with respect to such Intervening Event of its intention to do so and specifying the reasons therefor; and (iii) if Parent makes a proposal during such five (5) Business Day period to adjust the terms and conditions of this Agreement, the Company Board, after taking into consideration the adjusted terms and conditions of this Agreement as proposed by Parent, continues to determine in good faith (after consultation with its financial advisors and outside legal counsel) that a Company Adverse Recommendation Change is necessary in order for the Company Board to comply with its fiduciary duties under applicable Law. (e) Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining Company Stockholder Approval, if the Company Board receives a Takeover Proposal from a Third Party that is a binding, written offer capable of acceptance that the Company Board determines constitutes a Superior Proposal, (x) the Company Board may make a Company Adverse Recommendation Change, and/or (y) enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have concurrently with entering into such Company Acquisition Agreement terminated this Agreement pursuant to Section 7.1(d)(ii), in the case of each of clauses (x) and (y), if and only if: (i) the Company Board determines in good faith, after consultation with its independent financial advisor and outside legal counsel, that such action is necessary in order for the Company Board to comply with its fiduciary duties under applicable Law; (ii) the Company shall have provided prior written notice to Parent at least five (5) Business Days in advance (the “Notice Period”), which notice shall specify the basis for the Company Adverse Recommendation Change or termination, the identity of the party making such Superior Proposal and the material terms thereof and include copies of the final forms of all relevant documents relating to such Superior Proposal; (iii) after providing such notice and prior to effecting such Company Adverse Recommendation Change or terminating this Agreement pursuant to Section 7.1(d)(ii), the Company shall, and shall cause its financial and legal advisors to, during the Notice Period, negotiate with Parent and Parent’s Representatives in good faith (to the extent Parent desires to negotiate) to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to determine that any such Takeover Proposal would cease to constitute a Superior Proposal; provided, that in the event of any material revisions to such Takeover Proposal that the Company Board has determined to be a Superior Proposal, the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 5.4(e) with respect to such material revisions (in such event, however, the Notice Period shall be three (3) Business Days); (iv) the Company Board shall have considered in good faith any changes to this Agreement offered by Parent and shall have determined that such Takeover Proposal would continue to constitute a Superior Proposal if such changes were to be given effect; and (v) in the case of any action described in clause (y) of this Section 5.4(e) above, the Company shall have validly terminated this Agreement in accordance with Section 7.1(d)(ii), including the terms payment of such rights or entitlementsthe Company Termination Fee in accordance with Section 7.3. (3f) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation For purposes of this Section 5.1(3)) .Agreement:

Non-Solicitation. (1a) Except as expressly permitted by otherwise provided in this Article 5Agreement, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not todirectly or indirectly through any Representative of the Company: (ai) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of discussion, negotiation, furnishing information, permitting any inquiryvisit to any facilities or properties of the Company or entering into any form of written or oral agreement, proposal arrangement or offer understanding) any inquiries, proposals or offers regarding, or that constitutes or may reasonably be expected to constitute or lead to, an Acquisition any Alternative Proposal; (bii) continue, engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate in any way with any Person person (other than with the Purchaser, or Acquiror and its Representatives) regarding regarding, any inquiry, proposal Alternative Proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition potential Alternative Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (ciii) withdraw, amend, modify or qualify, or propose publicly propose or state an intention to withdraw, amend, modify or qualify, in a any manner adverse to the PurchaserAcquiror, the approval or recommendation of this Agreement or the Arrangement by the Board Recommendationor any of its committees; (div) accept, approve, endorse approve or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, or propose publicly to approve or recommend, any publicly announced Acquisition Proposal (it being understood Alternative Proposal, provided that publicly taking no position or a remaining neutral position with respect to a publicly announced Acquisition an Alternative Proposal for a period and/or failing to reaffirm its recommendation of no more than three Business Days this Agreement and the Offer until the earlier of (i) five calendar days following the public announcement of such Acquisition Proposal will Alternative Proposal, and (ii) three Business Days prior to the Meeting, shall not be considered to be in violation constitute a breach of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end 7.1(a)(iv); (v) accept or enter into, or publicly propose to accept or enter into, any letter of such three Business Day period)intent, agreement in principle, agreement, arrangement or undertaking related to any Alternative Proposal; or (evi) enter release any person from or waive or otherwise forebear in the enforcement of any confidentiality or standstill agreement or any other agreement with such person that would facilitate the making or implementation of any Alternative Proposal (it being acknowledged and agreed that the automatic termination or automatic release of any standstill provisions of any such agreement described in Section 7.1(a)(vi) of the Disclosure Letter as the result of the entering into or publicly propose announcement of this Agreement pursuant to enter into the terms of any Contract in respect such agreement shall not be a breach of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with this Section 5.3) 7.1(a)(vi)). (2b) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, terminated any existing solicitation, encouragement, discussion, negotiation negotiation, encouragement or other related activities commenced prior to the date of this Agreement activity with any Person person (other than the Purchaser, and Acquiror or any of its Representatives) by the Company or any of its Representatives with respect to any Alternative Proposal or any potential Alternative Proposal. The Company shall immediately cease to provide any person (other than the Acquiror or any of its Representatives) with respect access to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In connection therewith, information concerning the Company will (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or in respect of any of its Subsidiaries to Alternative Proposal or any such other Person; potential Alternative Proposal, and (b) within two Business Days, shall request (i) the return or destruction of all copies of any confidential information regarding provided to any person (other than the Company Acquiror or any of its Subsidiaries provided Representatives) that has entered into a confidentiality agreement with the Company relating to any Alternative Proposal or potential Alternative Proposal to the extent provided for in such Person since January 1, 2016 confidentiality agreement and (ii) the destruction of shall use all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlementshonoured. (3c) The Company agrees shall ensure that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which its Representatives are aware of the prohibitions in this Section 7.1 and the Company or shall be responsible for any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation breach of this Section 5.1(3)) 7.1 by its Representatives.

Non-Solicitation. (1a) Except On and after the date hereof, except as expressly permitted by otherwise provided in this Article 5Combination Agreement, the Company ▇▇▇▇▇▇ shall not, directly or indirectly, through any officer, director, employee, consultant, representative (including for greater certainty any financial or other advisors) or agent of ▇▇▇▇▇▇ or any of the ▇▇▇▇▇▇ Subsidiaries (collectively, the Representatives), or otherwise, and shall cause its Subsidiaries and its and their respective directorsnot permit any such Person, officers and Representatives not to: (a) i. make, solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including, without limitation, by way of furnishing information, permitting any inquiryvisit to any facilities or properties of ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Subsidiary, proposal or offer entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers that constitutes constitute or may could reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) continue, ii. enter into or otherwise engage in or participate in in, directly or indirectly, any discussions or negotiations with any Person (other than with the Purchaser, or its RepresentativesSEMAFO) regarding any inquiry, proposal or offer that constitutes or may could reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certaintyor provide any information with respect to, the Company shall be permitted to: (i) advise or otherwise co-operate in any Person of the restrictions of this Agreement; and (ii) advise way with, or assist or participate in, facilitate or encourage, any Person making an effort or attempt by any other person to make or complete any Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, iii. make a Change in a manner adverse to the Purchaser, the Board ▇▇▇▇▇▇ Recommendation;; or (d) iv. accept, approve, endorse endorse, recommend or recommendenter into, or publicly propose to accept, approve, endorse endorse, recommend or recommend enter into, any Acquisition Proposalletter of intent, agreement in principle, agreement, arrangement or undertaking related to, or take no position or remain neutral with respect to to, any publicly announced Acquisition Proposal (Proposal, it being understood that publicly taking no position or a neutral position with respect to a publicly announced announced, or otherwise publicly disclosed Acquisition Proposal for a period of no more than three five (5) Business Days following the such public announcement of such Acquisition Proposal or public disclosure will not be considered to be in violation of this Section 5.1 7.01(a) (or in the event that the ▇▇▇▇▇▇ Meeting is scheduled to occur within such five (5) Business Day period, prior to the third Business Day prior to the date of the ▇▇▇▇▇▇ Meeting) provided that the ▇▇▇▇▇▇ Board has rejected such Acquisition Proposal and affirmed the ▇▇▇▇▇▇ Board Recommendation by before the end of such three five (5) Business Day periodperiod (or prior to the third Business Day prior to the date of the ▇▇▇▇▇▇ Meeting, as applicable); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (2b) The Company ▇▇▇▇▇▇ shall, and shall cause each of its the ▇▇▇▇▇▇ Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any existing solicitation, encouragement, discussion, negotiation or other related activities activity commenced prior to the date of this Combination Agreement with any Person person (other than the Purchaser, SEMAFO and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may could reasonably be expected to constitute or lead to, an Acquisition Proposal. In , whether or not initiated by ▇▇▇▇▇▇, a ▇▇▇▇▇▇ Subsidiary or any of their respective Representatives and, in connection therewith, the Company will (a) immediately ▇▇▇▇▇▇ shall discontinue access to and disclosure of all confidential information, including access to any data room rooms (virtual or otherwise) and any other access to confidential information, properties, facilities, books and records of ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Subsidiary. (c) ▇▇▇▇▇▇ has not waived, released any Person from, or failed to enforce, and it shall not waive, release any Person from, or fail to enforce on a timely basis any obligation under any confidentiality agreement or standstill agreement in effect as of the Company date of this Combination Agreement or of any of its Subsidiaries to amend any such other Person; agreement. (d) ▇▇▇▇▇▇ shall request, and (b) within two Business Days, request (i) exercise all rights it has to require the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person since January 1other than SEMAFO or its Representatives, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of information, and shall use its Subsidiaries provided to any such Person, in each case using its commercially reasonable best efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements, and provide copies of such correspondence relating to same to SEMAFO. ▇▇▇▇▇▇ will immediately advise SEMAFO orally and in writing of any response or action (actual, anticipated, contemplated or threatened) by any such third party which could reasonably be expected to hinder, prevent or delay or otherwise adversely affect the completion of the Amalgamation. (3e) The Company agrees that From and after the date of this Combination Agreement, ▇▇▇▇▇▇ shall promptly notify SEMAFO, at first orally (and, in any event, within 12 hours) and then in writing (and, in any event, within 24 hours) of: (i) it having received or been made aware of any proposal, inquiry, offer or request (or any amendment thereto) that relates to, constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; or (ii) any request for discussions or negotiations relating to, or which could reasonably be expected to lead to, an Acquisition Proposal, and/or any request for non-public information relating to ▇▇▇▇▇▇, the ▇▇▇▇▇▇ Subsidiaries or any ▇▇▇▇▇▇ Property, ▇▇▇▇▇▇ Mineral Rights or contractual or legal rights or for access to properties, books and records or a list of the ▇▇▇▇▇▇ Shareholders of which ▇▇▇▇▇▇’▇ Representatives are or become aware, or any amendments to the foregoing. Such notice shall use commercially reasonable efforts include a description of the terms and conditions of, and the identity of all Persons making, any proposal, inquiry, offer or request (including any amendment thereto) that relates to enforce each confidentialityor constitutes or could reasonably be expected to lead to an Acquisition Proposal and shall include copies of any such proposal, standstill inquiry, offer or similar agreementrequest or any amendment to any of the foregoing. ▇▇▇▇▇▇ shall also provide copies of all written documents, restriction correspondence or covenant other material received in respect of, from or on behalf of any such Persons making the proposal, inquiry, offer or request together such other details of the proposal, inquiry, offer or request, or any amendment to which the Company foregoing as SEMAFO may reasonably request. ▇▇▇▇▇▇ shall keep SEMAFO promptly and fully informed of the status of developments and negotiations, including, without limitation, any change to the terms, of any such proposal, inquiry, offer or request, or any amendment to the foregoing that relates to, constitutes or could reasonably be expected to lead to an Acquisition Proposal, and will respond promptly to all inquiries by SEMAFO with respect thereto. (f) Notwithstanding Sections 7.01(a), 7.01(b), 7.01(c) and/or 7.01(d), if at any time, prior to obtaining the approval by the ▇▇▇▇▇▇ Shareholders of the ▇▇▇▇▇▇ Amalgamation Resolution, ▇▇▇▇▇▇ or any of the ▇▇▇▇▇▇ Subsidiaries or any of their respective Representatives receives, on an unsolicited basis, a bona fide written Acquisition Proposal from a Person that was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure or similar restriction with ▇▇▇▇▇▇ and provided that ▇▇▇▇▇▇ is in compliance, strictly and in all respects, with this Article 7, ▇▇▇▇▇▇ may (i) contact the Person making such Acquisition Proposal and its Subsidiaries is a party Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, to the extent reasonably unclear, and (ii) it shall not release any provide such Person fromwith access to information regarding ▇▇▇▇▇▇ and participate in discussions or negotiations with, the Person making such Acquisition Proposal, if and only if, in the case of this clause (ii), the ▇▇▇▇▇▇ Board determines, in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or waivecould reasonably be expected to constitute, amenda Superior Proposal, suspend and subject to the prior execution of a confidentiality agreement (the Third Party Confidentiality Agreement) on terms and conditions, including a standstill covenant, customary for a transaction of this type and which are no less onerous or otherwise modify any Person’s obligations respecting more beneficial to such Person than those set in the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is Confidentiality Agreement; provided further that ▇▇▇▇▇▇ sends a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant copy of any such agreements as a result Third Party Confidentiality Agreement to SEMAFO promptly upon its execution and, subject to complying with any confidentiality and non-disclosure restrictions governing the disclosure of certain technical and other data regarding the entering into this Agreement shall not be a violation of this Section 5.1(3)) .Karankasso project (the Restricted

Non-Solicitation. (1) Except as expressly permitted by ex pressly provided in this Article 5, the Company shall not, and shall cause directly or indirectly, through any Representative of the Company or of any of its Subsidiaries and its and their respective directors, officers and Representatives not toSubsidiaries: (a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary) an y inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead toconstitute, an Acquisition Proposal; (b) continue, enter into or otherwise engage or participate in any negotiations or meaningful discussions or negotiations with any Person (other than with the Purchaser o r any Person acting jointly or in concert with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead toconstitute, an Acquisition Proposal; Proposal , provided that, for greater certainty, that the Company shall be permitted to: may (i) advise any Person of the restrictions restric tions of this Agreement; , (ii) contact the Person for the purposes of seeking clarification of the terms of such Acquisition Proposal, and (iiiii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does do es not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, make a Change in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommendrecommen d, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position p osition with respect to a publicly announced an Acquisition Proposal Proposa l for a period of no more than three 5 Business Days following the public formal announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 Article 5 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by or before the end of such three 5 Business Day period); or (e) approve, recommend or enter into (other than a confidentiality agreement permit ▇▇▇ by and in accordance with Section 5.3 ) or publicly propose to enter into any Contract agreement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) Proposal. (2) The Except as expressly provided in this Article 5, the Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitationsolicita tion, encouragement, discussion, negotiation discussion or other related activities commenced prior to the date of this Agreement negotiations with any Person (other than with the Purchaser, and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may would reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and in connection therewith, the Company will will: (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential informationinform ▇▇▇▇▇, propertiespro perties, facilities, books and records of the Company or of any of its Subsidiaries to any such other PersonSubsidiaries; and and (b) within two Business Daysrequest, request (i) and exercise all rights it has to require the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries Subsidiary provided to any such Person other than the Purchaser or its affiliates since January 1, 2016 and 20 19 in connection with any potential Acquisition Pr oposal (iiincluding before the date of this Agreement) the destruction of all material , including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company covenants and agrees that (i) it shall use commercially reasonable efforts not to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations waive such Person s ¶obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination ter mination or release of any confidentiality, standstill or similar agreement, restriction or covenant restrictions of any such agreements as a result of the entering into and announcing this Agreement shall not be a violation of this Section 5.1(3) )) , except to allow such Person to make an Acquisition Proposal confidentially to the Board that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal, provided that the remaining provisions of this Article 5 are complied with, and the Company undertakes to seek to enforce, or cause it s Subsidiaries to seek to enforce, all confidentiality, standstill, or similar agreements or restrictions that it or any of its Subsidiaries have entered into prior to the date hereof or enter into after the date hereof.

Non-Solicitation. (1) Except as expressly permitted by provided in this Article 5, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not to: , directly or indirectly, through any officer, director, employee, consultant, independent contractor, representative (including any financial or other advisor) or agent of the Company or of any of its Subsidiaries (collectively “Representatives”), and shall not permit any such Person to: (a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal; ; (b) continue, enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than with the Purchaser, or Purchaser and its Representativesaffiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, that the Company shall be permitted to: may (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; ; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, make a Change in a manner adverse to the Purchaser, the Board Recommendation; ; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced an Acquisition Proposal for a period of no more than three five (5) Business Days following the formal announcement or public announcement disclosure of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 5.1; provided that the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by before the end of such three five (5) Business Day period (or in the event that the Company Meeting is scheduled to occur within such five (5) Business Day period, before the third Business Day prior to the Company Meeting)); or (e) enter into any Contract or agreement in principle requiring or expressly contemplating the Company to abandon, terminate or fail to consummate the Arrangement or any other transactions contemplated by this Agreement or to breach its obligations hereunder; or (f) accept or enter into or publicly propose to accept or enter into any Contract agreement, understanding or arrangement in respect of an Acquisition Proposal (other than as permitted in this Article 5, including by entering into a confidentiality agreement permitted by and in accordance with pursuant to Section 5.3) . (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation negotiations, or other related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, Purchaser and its Representativesaffiliates) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In , and in connection therewith, the Company will with such termination shall: (a) immediately promptly discontinue access to and disclosure of all confidential information, including access to any data room the Data Room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other PersonSubsidiaries; and (b) within two five (5) Business DaysDays after the date hereof, request request, and exercise all rights it has to require, (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person since January 1(other than the Purchaser, 2016 its affiliates or any of their Representatives), and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided Subsidiaries, to any the extent that such Personinformation has not previously been returned or destroyed, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlementswith. (3) The Company agrees represents and warrants that (i) it shall use commercially reasonable efforts to enforce each the Company has not waived any confidentiality, standstill standstill, use of information, permitted purpose or similar agreement, restriction or covenant contained in a confidentiality or similar agreement which is currently in force to which the Company or any of its Subsidiaries is a party Party with any Person (other than the Guarantor or its affiliates), and covenants and agrees that (i) the Company shall take all necessary action to enforce each such confidentiality, standstill, use of information, permitted purpose or similar restriction or covenant contained in a confidentiality or similar agreement to which the Company or any of its Subsidiaries is a party, and (ii) it shall not neither the Company, nor any of its Subsidiaries nor any of their respective Representatives have released or will, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify any such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill standstill, use of information, permitted purpose or similar restriction or covenant contained in a confidentiality or similar agreement or restriction to which the Company or any Subsidiary of its Subsidiaries is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant restrictions of any such agreements as a result of the entering into and announcing this Agreement shall not be a violation of this Section 5.1(3)) ).

Non-Solicitation. (1) Except From and after the date hereof, except as expressly permitted by this Article 5in Section 7.5 and 7.6, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers and the Company Representatives not to, take any action of any kind which might, directly or indirectly, interfere with, the successful acquisition of Shares by the Offeror pursuant to the Offer or any Compulsory Acquisition Transaction or Subsequent Acquisition Transaction, including any action to: (a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate any inquiryinquiries, proposal proposals, offers or offer expressions of interest regarding any actual or potential Acquisition Proposal; (b) engage in any discussions or negotiations regarding any actual or potential Acquisition Proposal; (c) furnish or provide access to any information concerning the Company, its Subsidiaries or their respective businesses, properties or assets to any Person in connection with, or that constitutes or may could reasonably be expected to constitute lead to or lead tofacilitate, an Acquisition Proposal; (bd) continue, engage waive any provisions of or participate in release or terminate any discussions confidentiality or negotiations with standstill agreement between the Company and any Person (other than with the Purchaser, relating to an actual or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any potential Acquisition Proposal, or take no position amend any such agreement or remain neutral with respect consent to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect making of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In connection therewith, the Company will (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person since January 1, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.agreement; (3e) The Company agrees that withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to the Offeror, the approval or recommendation of the Board of Directors (iincluding any committee thereof) it shall use commercially reasonable efforts of this Agreement or the Offer; (f) accept, approve or recommend, or remain neutral with respect to, or propose publicly to enforce each confidentialityaccept, standstill approve or similar recommend, or remain neutral with respect to, any Acquisition Proposal; or (g) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, restriction arrangement or covenant undertaking related to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation of this Section 5.1(3)) Acquisition Proposal.

Non-Solicitation. (1a) Except as expressly permitted by this Article 5, the The Company shall notand its Subsidiaries shall, and shall cause its Subsidiaries and its and their respective directorsEmployees, officers directors and Representatives not toofficers, the Financial Advisor, counsel or other representatives or agents, directly or indirectly: (ai) solicitto immediately cease and terminate any existing discussions or negotiations, assistif any, initiatewith any third party or any agent or representative of any third party in respect of an Alternative Transaction and close and restrict any further access to its electronic data room or the provision of any other confidential information to any other Person (other than the Offeror hereunder) and within three (3) Business Days following the date hereof request the return or destruction of all confidential information previously provided to any other Person in connection therewith. The Company shall immediately advise the Offeror orally and in writing of any response or action by any such party which could reasonably hinder, knowingly encourage prevent or delay or otherwise knowingly facilitate any inquiry, proposal adversely affect the compliance with the foregoing request or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposalthe completion of the Offer; (bii) continuenot to solicit, engage initiate or encourage any Alternative Transaction; (iii) not to participate in any discussions or negotiations with any Person (other than with the Purchaser, or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; Offeror and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives toofficers, immediately cease and terminateEmployees, and cause to be terminatedagents, any solicitationthe Financial Advisor, encouragement, discussion, negotiation counsel or other related activities commenced prior representatives) in respect of any Alternative Transaction; and (iv) not to otherwise co-operate in any way with any effort or attempt by any other person to do or seek to do any of the date foregoing prohibited actions; provided, however, that nothing contained in this Section 6.4 or any other provision of this Agreement with any Person (other than shall prevent the Purchaser, and Board of Directors from fulfilling its Representatives) fiduciary duties with respect to any inquiryan unsolicited bona fide Alternative Transaction once the Board of Directors has in good faith determined (after receiving advice from the Financial Advisor and its outside legal counsel) that such Alternative Transaction would, proposal or offer if consummated in accordance with its terms, result in a Superior Proposal, notwithstanding that constitutes, or may reasonably be expected such Alternative Transaction is subject to constitute or lead to, an Acquisition Proposal. In connection therewith, the Company will (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and a due diligence condition. (b) within two Business DaysThe Company shall not waive, request (i) the return release any person from, or destruction of all copies of fail to enforce on a timely basis any confidential information regarding the Company obligation under any confidentiality agreement or any of its Subsidiaries provided to standstill agreement or amend any such Person since January 1agreement, 2016 and (ii) except to allow such person to propose confidentially to the destruction Board of all material including or incorporating or otherwise reflecting such confidential information regarding Directors a Superior Proposal, provided in any case that the Company or any remaining provisions of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests this Agreement are fully complied with in accordance with the terms of such rights or entitlementswith. (3c) The Company agrees shall ensure that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result Representatives are aware of the entering into this Agreement shall not be a violation provisions of this Section 5.1(3)) 6.4, and the Company shall be responsible for any breach of this Section 6.4 by any of the Company’s Representatives.

Non-Solicitation. (1a) Except On and after the date hereof, except as expressly permitted by this Article 5otherwise provided in the Agreement, the Company Alexandria shall not, and shall cause directly or indirectly, through any officer, director, employee, representative (including for greater certainty any financial or other advisors) or agent of Alexandria or any of its Subsidiaries and its and their respective directorssubsidiaries (collectively, officers and Representatives not to:the “Representatives”): (ai) make, solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including, without limitation, by way of furnishing non‐public information, permitting any inquiryvisit to any facilities or properties of Alexandria, proposal or offer that constitutes entering into any form of written or may reasonably be expected to constitute oral agreement, arrangement or lead tounderstanding) any inquiries, proposals or offers regarding an Acquisition Proposal; (bii) continue, engage or participate in any discussions or negotiations with any Person (other than with the Purchaserregarding, or its Representatives) regarding provide any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead information with respect to, an or otherwise co‐operate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to make or complete any Acquisition Proposal; , provided that, for greater certainty, the Company shall be permitted to: (i) Alexandria may advise any Person of the restrictions of this Agreement; and (ii) advise any Person person making an unsolicited Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute a Superior Proposal when the Alexandria Board has so determined; (iii) make a Change in Alexandria Recommendation; or (iv) accept or is not enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal, provided that nothing in this Section 7.1(a) or any other provision of this Agreement shall prevent the Alexandria Board from, and the Alexandria Board shall be permitted, to engage in discussions or negotiations with, or respond to enquiries from any person that has made a bona fide written Acquisition Proposal that the Alexandria Board has determined constitutes or would reasonably be expected to constitute or lead to result in a Superior Proposal, or provide information pursuant to Section 7.1(f) to any person where the requirements of that section are met. (b) Alexandria shall, and shall cause its Representatives to, immediately cease any existing solicitation, discussion or negotiation with any person (other than Chantrell or an Chantrell Subsidiary), by or on behalf of Alexandria with respect to any potential Acquisition Proposal, whether or not initiated by Alexandria or any of its Representatives, and, in each caseconnection therewith, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated Alexandria will discontinue access to such Personany data rooms (virtual or otherwise); (c) withdrawAlexandria shall not waive, amend, modify or qualifyrelease any person from, or publicly fail to enforce on a timely basis any obligation under any confidentiality agreement or standstill agreement or amend any such agreement (except to allow such person to confidentially propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Alexandria Board Recommendation;an unsolicited Acquisition Proposal that did not result from a breach of Section 7.1). (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal Within three (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three 3) Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other related activities commenced prior to from the date of this Agreement with any Person (other than the Purchaserhereof, and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In connection therewith, the Company will (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, Alexandria shall request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person since January 1, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided third parties who have entered into a confidentiality agreement with Alexandria relating to any such Person, in each case using its potential Acquisition Proposal and shall use commercially reasonable best efforts to ensure that such requests are fully complied with honoured in accordance with the terms of such rights confidentiality agreements and promptly (and in any event within twenty-four (24) hours) provide copies of all correspondence relating to same to Chantrell. Alexandria shall immediately advise Chantrell orally and then in writing of any response or entitlementsaction (actual, anticipated, contemplated or threatened) by any such third party which could reasonably be expected to hinder, prevent or delay or otherwise adversely affect the completion of the Arrangement. (3e) The Company agrees that Notwithstanding Sections 7.1(a), 7.1(b), 7.1(c) or 7.1(d), from and after the date of this Agreement, Alexandria shall promptly (and in any event within twenty-four (24) hours after it has received any proposal, inquiry, offer or request) notify Chantrell, at first orally and then in writing of: (i) it shall use commercially reasonable efforts to enforce each confidentialityany proposal, standstill inquiry, offer or similar agreement, restriction or covenant to which the Company request (or any amendment thereto) relating to or constituting a bona fide Acquisition Proposal that did not result from a breach of its Subsidiaries is a party and Section 7.1, or (ii) it shall not release any Person fromrequest for discussions or negotiations relating to, or waivewhich could reasonably lead to, amenda bona fide Acquisition Proposal, suspend and/or any request for non‐public information relating to Alexandria or otherwise modify any Person’s obligations respecting Alexandria Property, material Alexandria Mineral Rights or contractual or legal rights or for access to properties, books and records or a list of the CompanyAlexandria Shareholders of which Representatives are (or become) aware, or any amendments to the foregoing. Such notice shall include a description of its Subsidiariesthe terms and conditions of, under and the identity of the person making, any confidentialityproposal, standstill inquiry, offer or similar agreement request (including any amendment thereto) that relates to or restriction to which the Company or any Subsidiary is constitutes a party (it being acknowledged bona fide Acquisition Proposal and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant shall include copies of any such agreements as a result proposal, inquiry, offer or request or any amendment to any of the entering into foregoing. Alexandria shall also provide such other details of the proposal, inquiry, offer or request, or any amendment to the foregoing that relates to or constitutes a bona fide Acquisition Proposal, as Chantrell may reasonably request. Alexandria shall keep Chantrell promptly and fully informed of the status, including, without limitation, any change to the material terms, of any such proposal, inquiry, offer or request, or any amendment to the foregoing that relates to or constitutes a bona fide Acquisition Proposal, and will respond promptly to all inquiries by Chantrell with respect thereto. (f) If Alexandria receives a request for non‐public information from a Person who, on an unsolicited basis, has proposed to Alexandria a bona fide Acquisition Proposal and the Alexandria Board determines, in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal would be, if consummated in accordance with its terms, reasonably likely to result in a Superior Proposal, then, and only in such case, Alexandria may provide such person with access to information regarding Alexandria, subject to the execution of a confidentiality agreement (the “Third Party Confidentiality Agreement”) substantially in the form and on the terms typical for a transaction of this type, including for greater certainty, a standstill covenant that prohibits such Person, for a period of two (2) years, from acquiring or offering to acquire, any Alexandria Shares (however such Third Party Confidentiality Agreement may permit the making of an Acquisition Proposal); provided further that Alexandria sends a copy of any such Third Party Confidentiality Agreement to Chantrell promptly upon its execution and Chantrell is provided with a list of or copies of the information provided to such person and if Chantrell has not previously received such information, Chantrell is immediately provided with access to the same information which was provided by the Alexandria to such person. (g) Alexandria shall not ensure that its Representatives are aware of the provisions of Section 7.1 and Alexandria shall be a violation responsible for any breach of this Section 5.1(37.1 by such Representatives. (h) Subject to Section 7.2, at any time following the date of this Arrangement Agreement and prior to obtaining the Alexandria Shareholder Approval, if Alexandria receives an Acquisition Proposal that did not result from a breach of this Section 7.1 and which the Alexandria Board concludes in good faith constitutes a Superior Proposal, it may, subject to compliance with the procedures set forth in Section 7.3 and Section 8.2, terminate this Arrangement Agreement to enter into a definitive agreement with respect to such Superior Proposal. (i) Alexandria shall not accept, approve or recommend, or enter into any agreement (other than a confidentiality agreement contemplated by Section 7.1(f)) relating to, an Acquisition Proposal unless: (i) the Acquisition Proposal constitutes a Superior Proposal; (ii) Alexandria has complied with the provisions of Section 7.1, inclusively; (iii) Alexandria has provided Chantrell with notice in writing that there is a Superior Proposal, together with all documentation related to and detailing the Superior Proposal (including a copy of the Third Party Confidentiality Agreement, or any confidentiality agreement between Alexandria and the person making the Superior Proposal if not previously delivered and Alexandria will provide such other details of the Superior Proposal or any amendment to the Superior Proposal, as Chantrell may reasonably request and shall keep Chantrell fully informed as to the status, including any changes to the material terms, of such Superior Proposal, or any amendment to the foregoing, and shall respond promptly to all inquiries from Chantrell with respect thereto), at least ten (10) Business Days prior to the date on which the Alexandria Board proposes to accept, approve, recommend or to enter into any agreement relating to such Superior Proposal; (iv) ten (10) Business Days shall have elapsed (the “Right to Match Period”) from the date Chantrell received the notice and documentation referred to in Section 7.1(i)(iii) from Alexandria in respect of the Acquisition Proposal and, if Chantrell has proposed to amend the terms of the Arrangement in accordance with Section 7.2, the Alexandria Board shall have determined, in good faith, after consultation with its respective financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by Chantrell; (v) Alexandria concurrently terminates this Agreement pursuant to Section 8.2; and (vi) Alexandria will have paid to Chantrell the Alexandria Termination Fee.

Non-Solicitation. (1) Except as expressly permitted by provided in this Article 5, the Company and its Subsidiaries shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Company or of any of its Subsidiaries (collectively “Representatives”), or otherwise, and shall cause its Subsidiaries and its and their respective directors, officers and Representatives not permit any such Person to: (a) solicit, assist, participate, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer (whether publicly or otherwise) that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (b) continue, enter into or otherwise engage or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or offer or provide access to the business, properties, assets, books or records of the Company or any of its Subsidiaries or otherwise cooperate in any way with any Person (other than with the Purchaser, or Purchaser and its Representativesaffiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) make any public announcement or take any other action inconsistent with the Board Recommendation; (e) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to to, any publicly announced or otherwise publicly disclosed Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than three five Business Days following the such public announcement of such Acquisition Proposal or disclosure will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by before the end of such three five Business Day period (or in the event that the Company Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Company Meeting)), and it being further understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of more than five Business Days shall be considered to be a violation of this Section 5.1; or (ef) accept, approve, endorse, recommend or execute or enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) . or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, understanding or arrangements (2including any letter of intent or agreement in principle) The Company shall, and shall cause each in respect of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, or in any solicitation, encouragement, discussion, negotiation or other way related activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, and its Representatives) with respect to any inquiry, Acquisition Proposal or any proposal or offer that constitutes, or may could reasonably be expected to constitute or lead to, to an Acquisition Proposal. In connection therewithProposal or providing for the payment of any break, termination or other fees or expenses to any Person in the event the Company will (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of completes the Company or of any of its Subsidiaries to any such other Person; and (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person since January 1, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlementstransactions contemplated hereby. (3) The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and agreed by the Purchaser that the automatic termination or release of any confidentiality, standstill or similar agreement, restriction or covenant of any such agreements as a result of the entering into this Agreement shall not be a violation of this Section 5.1(3)) .