Common use of No Solicitation of Transactions Clause in Contracts

No Solicitation of Transactions. (a) Each of Velodyne and Ouster shall immediately cease and terminate, and shall cause its respective Subsidiaries and Representatives to immediately cease and terminate, any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 7, each of Velodyne and Ouster shall not, and shall cause its respective Subsidiaries and Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or induce (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Proposal, or (ii) engage in any discussions or negotiations regarding any Competing Proposal; provided, however, that (x) such party may ascertain facts from the Person making an unsolicited Competing Proposal for the sole purpose of the Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the Velodyne Stockholder Approval (in the case of Velodyne) or the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Velodyne Board or Ouster Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the Velodyne Board or the Ouster Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would constitute a breach of its fiduciary duties under applicable Law, Velodyne or Ouster may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(c), (A) furnish information with respect to Velodyne or Ouster, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, each of Ouster and Velodyne shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal; (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the Ouster Board or the Velodyne Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be constitute a breach of its fiduciary duties under applicable Law), or (4) propose to do any of the foregoing. Notwithstanding the foregoing, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6.

No Solicitation of Transactions. (a) Each of Velodyne and Ouster GSM shall immediately cease and terminate, and shall cause its respective Subsidiaries and Representatives to immediately cease and terminate, any discussions or negotiations with any Person parties that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 79, each of Velodyne and Ouster GSM shall not, and shall cause its respective Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or induce (including by way of furnishing non-public information), ) or take any other action designed intended to facilitate, any inquiries or facilitate the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Proposal, or (ii) engage in any discussions or negotiations regarding or cooperate in any way with any Person with respect to any inquiries regarding, or the making of, a Competing Proposal; provided, however, that (x) such party GSM may ascertain facts from the Person making an unsolicited any Competing Proposal for the sole purpose of the Velodyne GSM Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the Velodyne Stockholder GSM Shareholder Approval (in the case of Velodyne) or the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Velodyne Board or Ouster Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4Proposal, the Velodyne GSM Board or the Ouster Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would constitute a breach of be inconsistent with its fiduciary duties under applicable Law, Velodyne or Ouster GSM may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(c7.4(c), (A) furnish information with respect to Velodyne or Ouster, as applicable, GSM to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality AgreementAgreement (provided that all such information has previously been provided to FA or is provided to FA prior to or substantially concurrent with the time it is provided to such Person), and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.47.4, each of Ouster and Velodyne GSM shall not, and shall cause their respective its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 79, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing ProposalProposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar standstill agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the Ouster GSM Board or the Velodyne Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be constitute a breach of inconsistent with its fiduciary duties under applicable Law), or (4) publicly propose to do any of the foregoing. Notwithstanding the foregoing, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6.

No Solicitation of Transactions. (a) Each of Velodyne and Ouster shall immediately cease and terminate, and shall cause its respective Subsidiaries and Representatives to immediately cease and terminate, any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 7, each of Velodyne and Ouster shall not, and shall cause its respective Subsidiaries and Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or induce (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Proposal, or (ii) engage in any discussions or negotiations regarding any Competing Proposal; provided, however, that (x) such party may ascertain facts from the Person making an unsolicited Competing Proposal for the sole purpose of the Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal Pubco and the Person that made it and (y) if, prior to obtaining the Velodyne Stockholder Approval (in the case of Velodyne) or the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Velodyne Board or Ouster Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the Velodyne Board or the Ouster Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would constitute a breach of its fiduciary duties under applicable Law, Velodyne or Ouster may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(c), (A) furnish information with respect to Velodyne or Ouster, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, each of Ouster and Velodyne shall not, and shall cause their respective Subsidiaries and Representatives not toCompany agree that, from and after the date of this Agreement until the earlier of (x) the Effective Time Closing Date or (y) the date, if any, date on which this Agreement is terminated pursuant to Article 7(the “Pre-Closing Period”), neither it nor any of its Subsidiaries shall, nor shall it or any of its Subsidiaries authorize any of its Representatives to, directly or indirectly indirectly: (1i) approvesolicit, endorseinitiate or knowingly encourage, recommend induce or enter intofacilitate the communication, making, submission or publicly propose announcement of any Acquisition Proposal or Acquisition Inquiry or take any action that could reasonably be expected to approve, endorse, recommend lead to an Acquisition Proposal or enter into, Acquisition Inquiry; (ii) furnish any letter of intent, memorandum of understanding, agreement non-public information regarding such party to any Person in principle, acquisition agreement, merger agreement connection with or similar definitive agreement in response to an Acquisition Proposal or Acquisition Inquiry; (other than an Acceptable Confidentiality Agreementiii) engage in discussions or negotiations with any Person with respect to any Competing ProposalAcquisition Proposal or Acquisition Inquiry; (2iv) take approve, endorse or recommend any action Acquisition Proposal (subject to make the provisions Section 7.01(e)); (v) execute or enter into any letter of intent or any takeover statute inapplicable Contract contemplating or otherwise relating to any transactions contemplated by a Competing ProposalAcquisition Transaction; or (3vi) terminatepublicly propose to do any of the foregoing; provided, amendhowever, releasethat, modify notwithstanding anything contained in this Section 7.02(a) (but subject to compliance with this Section 7.02(a)) or knowingly fail to enforce any other provision ofof this Agreement, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than prior to the extent Pubco Stockholder Approval at the Ouster Special Meeting, Pubco may furnish non-public information to, enter into or engage in discussions or negotiations with, execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction, and publicly propose to do any of the foregoing with any Person in response to a bona fide, unsolicited written Acquisition Proposal or Acquisition Inquiry by such Person which the Pubco Board or the Velodyne Board, as applicable, determines in good faith faith, after consultation with its outside financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer if: (A) neither Pubco nor any of its Representative shall have breached this Section 7.02(a) in any material respect; (B) the Pubco Board determines in good faith, after consultation with its outside legal counsel, that the failure to take any of such actions under clause (3) action would be constitute a breach of inconsistent with its fiduciary duties under applicable Law; (C) Pubco receives from such Person an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions and no hire provisions) at least as favorable to Pubco as those contained in the Confidentiality Agreement; and (D) substantially contemporaneously with furnishing any such nonpublic information to such Person, Pubco furnishes such nonpublic information to the Company (to the extent such information has not been previously furnished by Pubco to the Company), or (4) propose to do any . Without limiting the generality of the foregoing. Notwithstanding , each of the foregoingCompany and Pubco acknowledges and agrees that, from and after in the date event any Representative of such party (whether or not such Representative is purporting to act on behalf of such party) takes any action that, if taken by such party, would constitute a breach of this Agreement until Section 7.02(a) by such party, the earlier taking of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and such action by such Representative shall be permitted deemed to waive, any provision constitute a breach of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a7.02(a) shall relieve any by such party from its obligations under Section 5.6for purposes of this Agreement.

No Solicitation of Transactions. (a) Each of Velodyne and Ouster shall immediately cease and terminateNotwithstanding anything to the contrary contained in this Agreement but subject to Section 7.3(e), and shall cause its respective Subsidiaries and Representatives to immediately cease and terminate, any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From during the date hereof until the earlier of the Effective Time or period beginning on the date of termination of this Agreement in accordance with Article 7and continuing until 11:59 p.m. (New York City time) on July 10, each of Velodyne 2017 (the "Go Shop Period End Time"), REIT I, the REIT I Subsidiaries and Ouster shall not, their respective Representatives may and shall cause its respective Subsidiaries and Representatives not have the right to, directly or indirectly, : (i) initiate, solicit, initiate or knowingly encourage or induce (including by way of furnishing information), or take any other action designed to facilitate, facilitate any inquiries or the making of any proposal which proposal, offer or other action that constitutes, or would may reasonably be expected to lead to, any Competing Acquisition Proposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (iiC) engage in any discussions providing access to the properties, offices, assets, books, records and personnel of REIT I and the REIT I Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or negotiations regarding any Competing Proposalmore Acceptable Confidentiality Agreements; provided, however, that REIT I has previously furnished, made available or provided access to such non-public information to REIT II or promptly makes available to REIT II any such non-public information if such information was not previously made available to REIT II; (xii) enter into, continue or otherwise participate in any discussions or negotiations with any Person relating to, or in furtherance of such party may ascertain facts inquiries, proposals, offers or other actions or to obtain, an Acquisition Proposal; (iii) release any Person from, or refrain from the Person making an unsolicited Competing Proposal for the sole purpose enforcing, any standstill agreement or similar obligation to REIT I or any of the Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it REIT I Subsidiaries; and (yiv) ifdisclose to the stockholders of REIT I any information required to be disclosed under applicable Law; provided, prior to obtaining the Velodyne Stockholder Approval (however, that in the case of Velodyne) this clause (iv), to the extent any such disclosure addresses the approval, recommendation or declaration of advisability by the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Velodyne REIT I Board or Ouster Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the Velodyne Board or the Ouster Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing this Agreement or an Acquisition Proposal, such disclosure shall be deemed to be an Adverse Recommendation Change (as applicable, would constitute a breach defined in Section 7.3(b) below) if not accompanied by an express public re-affirmation of its fiduciary duties under applicable Law, Velodyne or Ouster may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(c), (A) furnish information with respect to Velodyne or Ouster, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality REIT I Board Recommendation. For purposes of this Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, each of Ouster and Velodyne shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal; (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the Ouster Board or the Velodyne Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be constitute a breach of its fiduciary duties under applicable Law), or (4) propose to do any of the foregoing. Notwithstanding the foregoing, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6.term "

No Solicitation of Transactions. (a) Each of Velodyne and Ouster shall immediately cease and terminateThe Company shall, and shall cause its respective the Company Subsidiaries and Representatives use reasonable best efforts to cause its and their officers, directors, employees, affiliates, advisors and representatives to, (i) immediately cease and terminate, any discussions or negotiations with any Person parties that may be ongoing with respect to a Competing Takeover Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request seek to have returned promptly to Velodyne the Company (or Ouster, as applicable, or to have promptly destroyed destroyed) any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiationsnegotiations and (ii) take such action as is reasonably necessary to enforce any standstill or similar agreement to which it is a party or of which it is a beneficiary, unless in the case of subsection (ii) the Company Board reasonably determines based on the advice of outside counsel that taking such action would reasonably be expected to cause the Company Board to breach its fiduciary duties under applicable Law. From the date hereof until hereof, the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 7, each of Velodyne and Ouster Company shall not, nor shall it permit any Company Subsidiary to, nor shall it authorize or permit any of its officers, directors, employees or affiliates, and shall cause use its respective Subsidiaries and Representatives reasonable best efforts not to permit any investment banker, financial advisor, attorney, accountant or other representative retained by it or any Company Subsidiary to, directly or indirectly, (i) solicit, initiate or knowingly encourage or induce (including by way of furnishing information), or knowingly take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or would may reasonably be expected to lead to, any Competing Takeover Proposal, or (ii) engage participate in any discussions or negotiations regarding any Competing Takeover Proposal, or (iii) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; provided, however, notwithstanding anything contained herein to the contrary, that (x) such party may ascertain facts from the Person making an unsolicited Competing Proposal for the sole purpose if, at any time prior to receipt of the Velodyne Board or the Ouster BoardStockholder Approval, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the Velodyne Stockholder Approval (in the case of Velodyne) or the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of a bona fide written Competing Takeover Proposal made after the date hereof that the Velodyne Board or Ouster Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would is reasonably be expected to lead to a Superior Proposal that in either case was unsolicited and that was not, directly or indirectly, solicited, initiated or knowingly encouraged made after the date hereof in violation circumstances not involving a breach of this Section 5.46.04, the Velodyne Company Board or the Ouster Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect do so would reasonably be expected to such Competing Proposal, as applicable, would constitute a cause the Company Board to breach of its fiduciary duties under applicable Law, Velodyne or Ouster the Company may, in response to such Competing Takeover Proposal, as applicable, and subject to compliance with Section 5.4(c6.04(c), and, in the case of clauses (B) and (C) that follow, upon three business days advance notice to Parent, (A) request information from the party making such Takeover Proposal for the purpose of the Company Board informing itself about the Takeover Proposal that has been made and the party that made it, (B) furnish non-public information with respect to Velodyne or Ouster, as applicable, the Company and the Company Subsidiaries to the Person party making such Competing Takeover Proposal pursuant to a customary confidentiality agreement, provided, that (1) such confidentiality agreement may not include any provision calling for an Acceptable Confidentiality Agreementexclusive right to negotiate with the Company or having the effect of prohibiting the Company from satisfying its obligations under this Agreement and (2) the Company shall promptly (but in no event later than 24 hours after providing such information to any person) provide to Parent all such nonpublic information delivered to such person (to the extent not previously provided or made available to Parent) after its delivery to the requesting party, and (BC) engage participate in discussions or and negotiations with such Person party regarding such Competing Takeover Proposal. Except as expressly permitted by this Section 5.4, each of Ouster and Velodyne shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal; (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the Ouster Board or the Velodyne Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be constitute a breach of its fiduciary duties under applicable Law), or (4) propose to do any of the foregoing. Notwithstanding the foregoing, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6.

No Solicitation of Transactions. (a) Each of Velodyne Sarg and Ouster Cardinal shall immediately cease and terminatecease, and shall cause its respective Subsidiaries and Representatives to immediately cease and terminatecease, any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that would could reasonably be expected to lead to a Competing Proposal, and shall request to have promptly returned promptly to Velodyne or Ousterdestroyed, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster to any Person in connection with any such discussions or negotiationsnegotiations that could reasonably be expected to lead to a Competing Proposal. From the date hereof until the earlier of the Effective Time or the date date, if any, of the termination of this Agreement in accordance with Article 7, each of Velodyne Sarg and Ouster Cardinal shall not, and shall cause its respective Subsidiaries and Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or induce (including by way of furnishing informationinformation which has not been previously publicly disseminated), or take any other action designed that could reasonably be expected to facilitate, any inquiries or the making of any proposal which constitutes, or would could reasonably be expected to lead to, any Competing Proposal, or (ii) engage in any discussions or negotiations regarding any Competing Proposal; provided, however, that (x) such party may ascertain facts from the Person making an unsolicited Competing Proposal for the sole purpose of the Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the Velodyne Sarg Stockholder Approval (in the case of VelodyneSarg) or the Ouster Stockholder Cardinal Shareholder Approval (in the case of OusterCardinal) and following the receipt of a bona fide written unsolicited Competing Proposal made after the date hereof that and the Velodyne Sarg Board or Ouster the Cardinal Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would could reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the Velodyne Sarg Board or the Ouster Cardinal Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would constitute a breach be inconsistent with the directors’ duties to Sarg under applicable Law (in the case of its the Sarg Board) or the directors’ fiduciary duties to Cardinal’s shareholders under applicable LawLaw (in the case of the Cardinal Board), Velodyne then Sarg or Ouster Cardinal may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(c), (A) furnish information with respect to Velodyne Sarg or OusterCardinal, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, each of Ouster Cardinal and Velodyne Sarg shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing ProposalProposal or any proposal or offer that would reasonably be expected to lead to any Competing Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions of any takeover statute Takeover Statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the Ouster Cardinal Board or the Velodyne Sarg Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be constitute a breach of its fiduciary inconsistent with the directors’ duties under applicable Law), or (4) propose to do any of the foregoing. Notwithstanding the foregoing, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6.

No Solicitation of Transactions. (a) Each of Velodyne Notwithstanding anything to the contrary contained in this Agreement but subject to Section 7.3(e) and Ouster shall immediately cease and terminateSection 7.3(f), and shall cause its respective Subsidiaries and Representatives to immediately cease and terminate, any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From during the date hereof until the earlier of the Effective Time or period beginning on the date of termination of this Agreement in accordance with Article 7and continuing until 11:59 p.m. (New York City time) on September 5, each of Velodyne 2019 (the “Go Shop Period End Time”), SIR, the SIR Subsidiaries and Ouster shall not, their respective Representatives may and shall cause its respective Subsidiaries and Representatives not have the right to, directly or indirectly, : (i) initiate, solicit, initiate or knowingly encourage or induce (including by way of furnishing information), or take any other action designed to facilitate, facilitate any inquiries or the making of any proposal which proposal, offer or other action that constitutes, or would may reasonably be expected to lead to, any Competing Acquisition Proposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (iiC) engage in any discussions providing access to the properties, offices, assets, books, records and personnel of SIR and the SIR Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or negotiations regarding any Competing Proposalmore Acceptable Confidentiality Agreements; provided, however, that SIR shall prior to, or concurrently with the time such access or non-public information is provided, provide such access and make available such non-public information to STAR; (xii) enter into, continue or otherwise participate in any discussions or negotiations with any Person relating to, or in furtherance of such party may ascertain facts inquiries, proposals, offers or other actions or to obtain, an Acquisition Proposal; (iii) release any Person from, or refrain from the Person making an unsolicited Competing Proposal for the sole purpose enforcing, any standstill agreement or similar obligation to SIR or any of the Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it SIR Subsidiaries; and (yiv) ifdisclose to the stockholders of SIR any information required to be disclosed under applicable Law; provided, prior to obtaining the Velodyne Stockholder Approval (however, that in the case of Velodynethis clause (iv), to the extent the disclosure addresses the Merger or an Acquisition Proposal, the disclosure shall be deemed to be an Adverse Recommendation Change if the disclosure has the effect of withdrawing or adversely modifying, or is not accompanied by an express public affirmation of the SIR Board Recommendation. For purposes of this Agreement, the term “Go Shop Bidder” shall mean any Person (including its controlled Affiliates and Representatives) that submits a written proposal or offer regarding an Acquisition Proposal prior to the Ouster Stockholder Approval (in the case of Ouster) Go Shop Period End Time that has not been withdrawn and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Velodyne Board or Ouster BoardSIR Special Committee determines, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the Velodyne Board or the Ouster Board, as applicable, determines in good faith, after consultation with its financial advisors and outside legal counsel, prior to the Go Shop Period End Time (or in the case of any Acquisition Proposal received less than five (5) Business Days before the date of the Go Shop Period End Time, not later than five (5) Business Days after the receipt of such Acquisition Proposal), has resulted in, or would be reasonably expected to result in, a Superior Proposal (as defined below) (such Person, a “Go Shop Bidder”); provided, that a failure Go Shop Bidder shall cease to take action be a Go Shop Bidder if (1) the negotiations between SIR and such Go Shop Bidder with respect to the Acquisition Proposal that resulted in such Competing ProposalGo Shop Bidder becoming a Go Shop Bidder shall have been terminated, as applicable, would constitute a breach of its fiduciary duties under applicable Law, Velodyne or Ouster may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(c), (A) furnish information with respect to Velodyne or Ouster, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, each of Ouster and Velodyne shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal; (2) take any action the Acquisition Proposal submitted by such Go Shop Bidder prior to make the provisions of any takeover statute inapplicable Go Shop Period End Time is withdrawn, terminated or modified in a manner such that, in the SIR Special Committee’s good faith determination, after consultation with its financial advisors and outside legal counsel, the Acquisition Proposal as modified no longer constitutes, or would no longer reasonably be expected to any transactions contemplated by lead to, a Competing Superior Proposal; , or (3) terminate, amend, release, modify or knowingly fail such Go Shop Bidder otherwise ceases to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than be actively pursuing efforts to the extent the Ouster Board acquire SIR or the Velodyne BoardSIR Operating Partnership. No later than forty-eight (48) hours after the Go Shop Period End Time (or after a bidder is determined to be a Go Shop Bidder if such determination occurs after the Go Shop Period End Time), as applicableSIR shall notify STAR in writing (I) if any Go Shop Bidders remain at such time, determines in good faith after consultation with its outside legal counsel, that failure to take any (II) of the identity of such actions under clause Go Shop Bidder(s) and (3III) would be constitute the material terms and conditions of the most recent Acquisition Proposal received from such Go Shop Bidder(s) (and shall include with such notice (x) copies of any written Acquisition Proposal, including any proposed transaction agreement and any related transaction documents and financing commitments, if any and (y) a breach written summary of its fiduciary duties under applicable Lawthe material terms of any related Acquisition Proposal not made in writing (including any material terms proposed orally or supplementally)), or and thereafter shall promptly (4and in any event no later than forty-eight (48) propose to do any of the foregoing. Notwithstanding the foregoing, from and hours after the date occurrence of this Agreement until the earlier of the Effective Time such developments, discussions or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity negotiations or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6.receipt of

No Solicitation of Transactions. Section 5.8.1 Without limitation on its other obligations under this Agreement, Target shall not, nor shall it authorize or permit any Target Representative or any investment banker, financial advisor or other representative retained by it, directly or indirectly through any other Person (which for purposes of this Section 5.8 shall include any “group” as such term is defined in Section 13(d) of the Exchange Act) to: (a) Each of Velodyne and Ouster shall immediately cease and terminate, and shall cause its respective Subsidiaries and Representatives to immediately cease and terminate, any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 7, each of Velodyne and Ouster shall not, and shall cause its respective Subsidiaries and Representatives not to, directly or indirectly, (i) solicit, initiate initiate, facilitate or knowingly encourage or induce (including by way of furnishing information), or take disclosing information with respect to Target to any other action designed to facilitate, any inquiries or Person) the making of or any proposal which constituteseffort or attempt to make any Target Acquisition Proposal; (b) participate in, continue or would reasonably be expected to lead to, any Competing Proposal, or (ii) engage in resume any discussions or negotiations regarding relating to any Competing Target Acquisition Proposal; (c) enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Target Acquisition Proposal or approve or recommend, or publicly propose to approve or recommend, any Target Acquisition Proposal; or (d) or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or the Ancillary Documents; provided, however, that (x) such party may ascertain facts from if, at any time prior to the Person making an unsolicited Competing Proposal for the sole purpose obtaining of the Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the Velodyne Stockholder Approval (in the case of Velodyne) or the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Velodyne Board or Ouster Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4Target Shareholder Approval, the Velodyne Target Board or the Ouster Board, as applicable, determines in good faith, after consultation with outside legal counselcounsel and its financial advisors, that a failure it would otherwise be reasonably likely to take action with respect to such Competing Proposal, as applicable, would constitute a breach of its fiduciary duties under applicable Lawto the Target Shareholders, Velodyne or Ouster Target may, in response to such Competing Proposal, as applicable, a Target Superior Proposal and subject to compliance with Section 5.4(c), 5.8.2: (Ai) furnish information with respect to Velodyne or Ouster, as applicable, Target to the Person making such Competing Target Superior Proposal pursuant to an Acceptable Confidentiality Agreement, a customary confidentiality agreement the benefits of the terms of which are no more favorable to such Person than those in place with Parent; and (Bii) engage participate in discussions or negotiations with respect to such Person regarding such Competing Target Superior Proposal. Except as expressly permitted by this Section 5.4, each of Ouster and Velodyne shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date Upon execution of this Agreement until the earlier of the Effective Time Agreement, Target shall cease immediately and cause to be terminated any and all existing discussions or the date, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, negotiations with any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (Persons other than an Acceptable Confidentiality Agreement) Parent and Merger Sub conducted heretofore with respect to any Competing Proposal; (2) take any action to make the provisions Target Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; Target be returned or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the Ouster Board or the Velodyne Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be constitute a breach of its fiduciary duties under applicable Law), or (4) propose to do any of the foregoing. Notwithstanding the foregoing, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6destroyed.

No Solicitation of Transactions. (a) Each of Velodyne and Ouster shall immediately cease and terminateNotwithstanding anything to the contrary contained in this Agreement but subject to Section 7.3(f), and shall cause its respective Subsidiaries and Representatives to immediately cease and terminate, any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From during the date hereof until the earlier of the Effective Time or period beginning on the date of termination of this Agreement in accordance with Article 7and continuing until 11:59 p.m. (New York City time) on November 15, each of Velodyne 2018 (the “Go Shop Period End Time”), SSGT, the SSGT Subsidiaries and Ouster shall not, their respective Representatives may and shall cause its respective Subsidiaries and Representatives not have the right to, directly or indirectly, : (i) initiate, solicit, initiate or knowingly encourage or induce (including by way of furnishing information), or take any other action designed to facilitate, facilitate any inquiries or the making of any proposal which proposal, offer or other action that constitutes, or would may reasonably be expected to lead to, any Competing Acquisition Proposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (iiC) engage in any discussions providing access to the properties, offices, assets, books, records and personnel of SSGT and the SSGT Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or negotiations regarding any Competing Proposalmore Acceptable Confidentiality Agreements; provided, however, that SSGT has previously or substantially contemporaneously furnished, made available or provided access to such non-public information to SST II; (xii) enter into, continue or otherwise participate in any discussions or negotiations with any Person relating to, or in furtherance of such party may ascertain facts inquiries, proposals, offers or other actions or to obtain, an Acquisition Proposal; (iii) release any Person from, or refrain from the Person making an unsolicited Competing Proposal for the sole purpose enforcing, any standstill agreement or similar obligation to SSGT or any of the Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it SSGT Subsidiaries; and (yiv) ifdisclose to the stockholders of SSGT any information required to be disclosed under applicable Law; provided, prior to obtaining the Velodyne Stockholder Approval (however, that in the case of Velodyne) this clause (iv), to the extent any such disclosure addresses the approval, recommendation or declaration of advisability by the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Velodyne SSGT Board or Ouster Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the Velodyne Board or the Ouster Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing this Agreement or an Acquisition Proposal, as applicable, would constitute a breach such disclosure shall be deemed to be an Adverse Recommendation Change if not accompanied by an express public re-affirmation of its fiduciary duties under applicable Law, Velodyne or Ouster may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(c), (A) furnish information with respect to Velodyne or Ouster, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality SSGT Board Recommendation. For purposes of this Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, each of Ouster and Velodyne shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal; (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the Ouster Board or the Velodyne Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be constitute a breach of its fiduciary duties under applicable Law), or (4) propose to do any of the foregoing. Notwithstanding the foregoing, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6.term “Go

No Solicitation of Transactions. (a) Each of Velodyne Notwithstanding anything to the contrary contained in this Agreement but subject to Section 7.3(e) and Ouster shall immediately cease and terminateSection 7.3(f), and shall cause its respective Subsidiaries and Representatives to immediately cease and terminate, any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From during the date hereof until the earlier of the Effective Time or period beginning on the date of termination of this Agreement in accordance with Article 7and continuing until 11:59 p.m. (New York City time) on May 26, each of Velodyne 2019 (the “Go Shop Period End Time”), REIT I, the REIT I Subsidiaries and Ouster shall not, their respective Representatives may and shall cause its respective Subsidiaries and Representatives not have the right to, directly or indirectly, : (i) initiate, solicit, initiate or knowingly encourage or induce (including by way of furnishing information), or take any other action designed to facilitate, facilitate any inquiries or the making of any proposal which proposal, offer or other action that constitutes, or would may reasonably be expected to lead to, any Competing Acquisition Proposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure, or (iiC) engage in any discussions providing access to the properties, offices, assets, books, records and personnel of REIT I and the REIT I Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or negotiations regarding any Competing Proposalmore Acceptable Confidentiality Agreements; provided, however, that REIT I shall prior to, or concurrently with the time such access or non-public information is provided, provide such access and make available such non-public information to REIT II; (xii) enter into, continue or otherwise participate in any discussions or negotiations with any Person relating to, or in furtherance of such party may ascertain facts inquiries, proposals, offers or other actions, or to obtain, an Acquisition Proposal; (iii) release any Person from, or refrain from the Person making an unsolicited Competing Proposal for the sole purpose enforcing, any confidentiality, standstill agreement or similar obligation to REIT I or any of the Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it REIT I Subsidiaries; and (yiv) ifdisclose to stockholders of REIT I any information required to be disclosed under applicable Law; provided, prior to obtaining the Velodyne Stockholder Approval (however, that in the case of Velodyne) or the Ouster Stockholder Approval this clause (in the case of Ouster) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Velodyne Board or Ouster Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the Velodyne Board or the Ouster Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would constitute a breach of its fiduciary duties under applicable Law, Velodyne or Ouster may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(civ), (A) furnish information with respect to Velodyne or Ouster, as applicable, to the Person making extent any such Competing Proposal pursuant disclosure addresses the Merger or an Acquisition Proposal, such disclosure shall be deemed to be an Acceptable Confidentiality Adverse Recommendation Change if such disclosure has the effect of withdrawing or adversely modifying, or does not expressly restate and publicly reaffirm, the REIT I Board Recommendation. For purposes of this Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, each of Ouster and Velodyne shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal; (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the Ouster Board or the Velodyne Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be constitute a breach of its fiduciary duties under applicable Law), or (4) propose to do any of the foregoing. Notwithstanding the foregoing, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6.term “

No Solicitation of Transactions. (a) Each of Velodyne and Ouster The Company shall immediately cease and terminate, and shall cause its respective Subsidiaries and Representatives to immediately cease and terminate, any discussions or negotiations with any Person parties that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, Takeover Proposal and shall request seek to have returned promptly to Velodyne the Company (or Ouster, as applicable, or to have promptly destroyed destroyed) any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From the date hereof until hereof, the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 7, each of Velodyne and Ouster Company shall not, and nor shall cause it permit any Company Subsidiary to, nor shall it authorize or permit any of its respective Subsidiaries and Representatives not officers, directors or employees, investment bankers, financial advisors, attorneys, accountants or other representatives retained by it or any Company Subsidiary to, directly or indirectly, (i) solicit, initiate or knowingly initiate, encourage or induce (including by way of furnishing informationinformation which has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or would may reasonably be expected to lead to, any Competing Proposal, Takeover Proposal or (ii) engage participate in any discussions or negotiations regarding any Competing Takeover Proposal; provided, however, notwithstanding anything contained herein to the contrary, that (x) such party may ascertain facts from the Person making an unsolicited Competing Proposal for the sole purpose of the Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the Velodyne Stockholder Approval (in the case of Velodyne) or the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of a bona fide written Competing Takeover Proposal made after the date hereof that the Velodyne Board or Ouster Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would is reasonably be expected to lead to a Superior Proposal that in either case was unsolicited and that was not, directly or indirectly, solicited, initiated or knowingly encouraged made after the date hereof in violation circumstances not otherwise involving a breach of this Section 5.46.04, the Velodyne Company Board or the Ouster Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action do so would be inconsistent with respect to such Competing Proposal, as applicable, would constitute a breach of its fiduciary duties under applicable Applicable Law, Velodyne or Ouster the Company may, in response to such Competing Proposal, as applicable, Takeover Proposal and subject to compliance with Section 5.4(c6.04(c), (A) request information from the party making such Takeover Proposal for the purpose of the Company Board informing itself about the Takeover Proposal that has been made and the party that made it, (B) furnish information with respect to Velodyne or Ouster, as applicable, the Company to the Person party making such Competing Takeover Proposal pursuant to a customary confidentiality agreement, provided, that (1) such confidentiality agreement may not include any provision calling for an Acceptable Confidentiality Agreementexclusive right to negotiate with the Company and (2) the Company advises Parent of all such nonpublic information delivered to such person (not previously provided or made available to Parent) promptly after its delivery to the requesting party, and (BC) engage participate in discussions or negotiations with such Person party regarding such Competing Takeover Proposal. Except as expressly permitted by this Section 5.4, each of Ouster and Velodyne shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier It is agreed that any violation of the Effective Time restrictions set forth in the preceding sentence by any executive officer, director or investment banker, attorney or other advisor or representative of the date, if any, on which this Agreement is terminated pursuant Company or any Company Subsidiary shall be deemed to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal; (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the Ouster Board or the Velodyne Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be constitute a breach of its fiduciary duties under applicable Law), or (4) propose to do any of the foregoing. Notwithstanding the foregoing, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a6.04(a) shall relieve any party from its obligations under Section 5.6by the Company.

No Solicitation of Transactions. (a) Each of Velodyne and Ouster shall immediately cease and terminate, and shall cause its respective Subsidiaries and Representatives to immediately cease and terminate, Neither the Company nor any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 7, each of Velodyne and Ouster shall not, and shall cause its respective Subsidiaries and Representatives not toSubsidiary shall, directly or indirectly, through any officer, director, agent or otherwise, (i) solicit, initiate or knowingly encourage the submission of, any Acquisition Proposal, including a Superior Proposal or induce (including by way of furnishing information)ii) participate in any discussions or negotiations regarding, or take furnish to any other action designed to person, any information with respect to, or otherwise cooperate in any way with respect to, or assist or participate in, or facilitate, any inquiries or Acquisition Proposal, except that the making Company may take any action referred to in this clause (ii) if (A) the Board determines in good faith after having received advice from outside legal counsel that such action is required by the fiduciary duties of any proposal which the Board under applicable law, (B) the Board determines in good faith that the Acquisition Proposal constitutes, or would may reasonably be expected to lead to, any Competing a Superior Proposal, or (ii) engage in any discussions or negotiations regarding any Competing Proposal; provided, however, that (x) such party may ascertain facts from the Person making an unsolicited Competing Proposal for the sole purpose of the Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (yC) if, after giving prior written notice to obtaining Parent and Purchaser and entering into a customary confidentiality agreement on terms no less favorable to the Velodyne Stockholder Approval (Company than those contained in the case Confidentiality Agreement. For purposes of Velodyne) or the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of this Agreement, a "SUPERIOR PROPOSAL" means any bona fide written Competing Proposal made after the date hereof that the Velodyne Board or Ouster Boardproposal, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, not solicited, initiated or knowingly encouraged in violation of this Section 5.47.05, the Velodyne Board or the Ouster Board, as applicable, determines in good faith, after consultation with outside legal counsel, that made by a failure third person to take action with respect to such Competing Proposal, as applicable, would constitute a breach of its fiduciary duties under applicable Law, Velodyne or Ouster may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(c), (A) furnish information with respect to Velodyne or Ouster, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, each of Ouster and Velodyne shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7acquire, directly or indirectly indirectly, for consideration consisting of cash and/or securities, all of the equity securities of the Company entitled to vote generally in the election of directors or all or substantially all of the assets of the Company, if and only if, the Board reasonably determines (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal; (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the Ouster Board or the Velodyne Board, as applicable, determines in good faith after consultation with its financial advisor and outside legal counsel, ) (x) that failure to take any of such actions under clause (3) the proposed transaction would be constitute more favorable from a breach financial point of view to its fiduciary duties under applicable Law), or (4) propose shareholders than the Offer and the Merger and the Transactions taking into account at the time of determination any changes to do any of the foregoing. Notwithstanding the foregoing, from and after the date terms of this Agreement until the earlier that as of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforcethat time had been proposed by Parent, and shall be permitted to waive(y) that the person or entity making such Superior Proposal is capable of consummating such Acquisition Proposal (based upon, any provision among other things, the availability of any exclusivity or confidentiality agreement solely to financing and the extent that degree of certainty of obtaining financing, the expectation of obtaining required regulatory approvals and the identity and background of such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6person).

No Solicitation of Transactions. (a) Each of Velodyne Island and Ouster Boat shall immediately cease and terminatecease, and shall cause its respective Subsidiaries and Representatives to immediately cease and terminatecease, any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne Island or OusterBoat, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 7, each of Velodyne Island and Ouster Boat shall not, and shall cause its respective Subsidiaries and Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or induce (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Proposal, or (ii) engage in any discussions or negotiations regarding any Competing Proposal; provided, however, that (x) such party may ascertain facts from the Person making an unsolicited Competing Proposal for the sole purpose of the Velodyne Island Board or the Ouster Boat Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the Velodyne Island Stockholder Approval (in the case of VelodyneIsland) or the Ouster Boat Stockholder Approval (in the case of OusterBoat) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Velodyne Island Board or Ouster Boat Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the Velodyne Island Board or the Ouster Boat Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would constitute a breach of its fiduciary duties under applicable Law, Velodyne Island or Ouster Boat may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(c), (A) furnish information with respect to Velodyne Island or OusterBoat, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, each of Ouster Boat and Velodyne Island shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal; (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the Ouster Boat Board or the Velodyne Island Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be constitute a breach of its fiduciary duties under applicable Law), or (4) propose to do any of the foregoing. Notwithstanding the foregoing, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6.

No Solicitation of Transactions. (a) Each of Velodyne the Company and Ouster shall immediately cease and terminateZhone agrees that neither it nor any of its Subsidiaries shall, and that it shall cause its respective Subsidiaries and Representatives to immediately cease and terminate, any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 7, each of Velodyne and Ouster shall not, and shall cause its respective Subsidiaries and Subsidiaries’ Representatives not to, directly or indirectly, : (i) solicitencourage, initiate initiate, solicit or knowingly encourage take any other action designed to, or induce which could reasonably be expected to, facilitate an Acquisition Proposal or the making, submission or announcement of, any Acquisition Proposal, (including by way of furnishing information)ii) participate or engage in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other action designed to facilitate, facilitate any inquiries or the making of any proposal which constitutes, that constitutes or would may reasonably be expected to lead to, any Competing Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except to notify such person as to the existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal with respect to it, or (iiv) engage enter into any letter of intent or similar document or any agreement, commitment or understanding contemplating or otherwise relating to any Acquisition Proposal or a transaction contemplated thereby; provided, that so long as there has been no breach of this Section 5.6(a), prior to obtaining the approval of the Company’s stockholders at the Company Stockholders’ Meeting contemplated by Section 5.4(a) the Company may, or in any the case of Zhone, prior to obtaining the approval of Zhone’s stockholders at the Zhone Stockholders’ Meeting contemplated by Section 5.4(b), Zhone may, in response to a written Acquisition Proposal that was not solicited after the date hereof and otherwise in compliance with the obligations under Section 5.6(c), participate in discussions or negotiations regarding with, request clarifications from, or furnish information to, any Competing Proposal; provided, however, that person which makes such Acquisition Proposal if (x) such party may ascertain facts from action is taken subject to a confidentiality agreement containing customary terms and conditions; provided, that if such confidentiality agreement contains provisions that are less restrictive than the Person making an unsolicited Competing Proposal for the sole purpose comparable provisions of the Velodyne Confidentiality Agreement, or omits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in substitution for such comparable provisions such less restrictive provisions, or to omit such restrictive provisions, as the case may be, and in connection with the foregoing, such party agrees not to waive any of the provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (y) the Company Board or the Ouster Zhone Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the Velodyne Stockholder Approval (in the case of Velodyne) or the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Velodyne Board or Ouster Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the Velodyne Board or the Ouster Board, as applicable, determines in good faith, after consultation with nationally recognized outside legal counsel (which may be its current outside legal counsel) and financial advisor (which may be its current outside financial advisor), that such Acquisition Proposal is a failure to take action with respect to such Competing ProposalSuperior Proposal and (z) the Company Board or Zhone Board, as applicable, reasonably determines in good faith, after consultation with nationally recognized outside legal counsel (which may be its current outside legal counsel), that failure to take such actions would constitute a breach of its fiduciary duties under applicable Law. Without limiting the foregoing, Velodyne or Ouster may, the parties agree that any violation of the restrictions set forth in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(c), (A) furnish information with respect to Velodyne or Ouster, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.45.6(a) by any Representative of a party or any of its Subsidiaries, each whether or not such person is purporting to act on behalf of Ouster a party, shall constitute a breach of this Section 5.6(a). Each of the Company and Velodyne Zhone shall notimmediately terminate, and shall cause their respective its Subsidiaries and its and its Subsidiaries’ Representatives not toto immediately terminate, from and after the date of this Agreement until the earlier of the Effective Time all discussions or the datenegotiations, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter intowith any third party with respect to, or publicly propose any that could reasonably be expected to approve, endorse, recommend lead to or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal; (2) take any action to make contemplate the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision possibility of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the Ouster Board or the Velodyne Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be constitute a breach of its fiduciary duties under applicable Law), or (4) propose to do any of the foregoing. Notwithstanding the foregoing, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6an Acquisition Proposal.

No Solicitation of Transactions. (a) Each of Velodyne and Ouster shall immediately cease and terminate, and shall cause its respective Subsidiaries and Representatives to immediately cease and terminate, Notwithstanding any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From the date hereof until the earlier of the Effective Time or the date of termination other provision of this Agreement in accordance with Article 7, each of Velodyne and Ouster shall not, and shall cause its respective Subsidiaries and Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or induce (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Proposal, or (ii) engage in any discussions or negotiations regarding any Competing Proposal; provided, however, that (x) such party may ascertain facts from the Person making an unsolicited Competing Proposal for the sole purpose of the Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the Velodyne Stockholder Approval (in the case of Velodyne) or the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Velodyne Board or Ouster Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the Velodyne Board or the Ouster Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would constitute a breach of its fiduciary duties under applicable Law, Velodyne or Ouster may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(c), (A) furnish information with respect to Velodyne or Ouster, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, each of Ouster and Velodyne shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after during the period beginning on the date of this Agreement and continuing until 12:01 a.m., Eastern Standard Time, on February 7, 2010 (the “No-Shop Period Start Date”), the Company and its Representatives shall have the right to: (i) solicit written Acquisition Proposals from no more than fifteen (15) Persons, subject to the terms and conditions of this Section 5.6; and (ii) respond to any Person that makes a written Acquisition Proposal, subject to the terms and conditions of this Section 5.6; provided that, in either case, prior to engaging in substantive discussions or negotiations with a Person submitting such an Acquisition Proposal, the Company, after consultation with its Representatives shall make a determination that to the best of the Company’s Knowledge: (x) such Person is reasonably likely to have adequate sources of financing or adequate funds to consummate such Acquisition Proposal, (y) such Person has stated in writing that it does not propose obtaining financing as a condition to its obligation to consummate such Acquisition Proposal and (z) it is reasonably possible that such discussions could lead to a Superior Proposal. The Company shall not provide any such Person with access to non-public information until the earlier of preceding criteria are satisfied and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than applicable Person has executed an Acceptable Confidentiality Agreement) with respect ; provided that the Company shall promptly make available to Parent any material non-public information concerning the Company and its Subsidiaries that is provided to any Competing Proposal; (2) take Person given such access which was not previously made available to Parent. The Company shall require any action Person submitting an Acquisition Proposal to make the provisions of include any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than proposed changes to the extent the Ouster Board or the Velodyne Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be constitute a breach of its fiduciary duties under applicable Law), or (4) propose to do any of the foregoing. Notwithstanding the foregoing, from and after the date terms of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6Agreement.

No Solicitation of Transactions. (a) Each of Velodyne and Ouster shall immediately cease and terminateThe Company shall, and the Company shall cause its respective Subsidiaries and Representatives the officers, directors, employees, investment bankers, attorneys, representatives, agents and other advisors of the Company and its Subsidiaries (collectively, the “Company Representatives”) to immediately (i) subject to Section 6.04(b), promptly cease and terminate, any discussions or negotiations with any Person parties that may be ongoing with respect to a Competing an Acquisition Proposal, (ii) not modify, waive, amend or release any proposal that would reasonably be expected standstill, confidentiality or similar agreements entered into prior to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From the date hereof and (iii) enforce the provisions of any such agreements. Subject to Sections 6.04(b) and (c), until the earlier of the Effective Time or the date of and termination of this Agreement in accordance with pursuant to Article 7VIII, each of Velodyne and Ouster the Company shall not, and nor shall cause the Company permit any of its respective Subsidiaries and or the Company Representatives not to, directly or indirectly, (iw) solicit, initiate or knowingly encourage or induce (including by way of furnishing information)non-public information or providing access to its properties, books, records or take any other action designed to facilitate, personnel) any inquiries regarding, or the making of any proposal which or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (x) have any Competing discussions or participate in any negotiations regarding an Acquisition Proposal, or (ii) engage in execute or enter into any discussions agreement, understanding or negotiations regarding any Competing Proposal; provided, however, that (x) such party may ascertain facts from the Person making an unsolicited Competing Proposal for the sole purpose of the Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the Velodyne Stockholder Approval (in the case of Velodyne) or the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Velodyne Board or Ouster Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the Velodyne Board or the Ouster Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action arrangement with respect to such Competing an Acquisition Proposal, as applicableor approve or recommend or propose to approve or recommend an Acquisition Proposal or any agreement, would constitute a breach of its fiduciary duties under applicable Law, Velodyne understanding or Ouster may, in response arrangement relating to such Competing an Acquisition Proposal, as applicable, and subject to compliance with Section 5.4(c), (A) furnish information with respect to Velodyne or Ouster, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, each of Ouster and Velodyne shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal; (2y) take any action to make the provisions of exempt any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal Person (other than Parent and Merger Co) from the restrictions on business combinations contained in Section 203 or otherwise cause such restrictions not to the extent the Ouster Board apply (or the Velodyne Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure resolve or authorize or propose to take any of such actions under clause (3) would be constitute a breach of its fiduciary duties under applicable Law), or (4) propose agree to do any of the foregoing. Notwithstanding foregoing actions), or (z) except as expressly provided herein, amend or agree to amend the foregoing, from and after Rights Plan or so as to make it inapplicable to any Acquisition Proposal or redeem or agree to redeem the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6Rights.

No Solicitation of Transactions. (a) Each of Velodyne The Company agrees that (i) it and Ouster its officers, directors and employees shall immediately cease not and terminate, (ii) it shall use reasonable best efforts to ensure that its agents and shall cause its respective Subsidiaries and Representatives to immediately cease and terminate, any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 7, each of Velodyne and Ouster representatives shall not, and shall cause its respective Subsidiaries and Representatives not to, (A) directly or indirectly, (i) solicitinitiate, initiate solicit or knowingly encourage or induce (including by way of furnishing information), or take any other action designed to facilitate, facilitate any inquiries relating to or the making of any proposal which constitutesAcquisition Proposal or (B) directly or indirectly, continue, enter into or would reasonably be expected engage in any negotiations or discussions concerning any Acquisition Proposal with or furnish any information relating to lead the Company or provide access to the properties, books and records or any confidential information or data of the Company to, any Competing person relating to an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act, (ii) engage prior to the Company Stockholders' Approval being obtained, providing access to properties, books and records and providing information or data in any discussions or negotiations regarding any Competing Proposal; providedresponse to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the person so requesting such 44 information an executed confidentiality agreement on terms substantially similar to those contained in the August 20, however, that 2001 Confidentiality Agreement (except for (x) such party may ascertain facts from the Person making an unsolicited Competing Proposal changes specifically necessary in order for the sole purpose of the Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it Company to be able to comply with its obligations under this Agreement and (y) ifthe provisions of Sections 2 and 3 of such Confidentiality Agreement) (provided that all such written information that has not previously been supplied to Parent is also provided on a prior or substantially concurrent basis to Parent), or (iii) prior to obtaining the Velodyne Stockholder Company Stockholders' Approval (being obtained, engaging in the case of Velodyne) any negotiations or the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of a discussions with any person who has made an unsolicited bona fide written Competing Proposal made Acquisition Proposal; if and only to the extent that in connection with the foregoing clauses (ii) and (iii), (1) the Company's Board of Directors (after the date hereof that the Velodyne Board or Ouster Board, as applicable, consultation with its independent legal counsel) determines in good faith that such action is legally required for the Board of Directors to comply with its fiduciary duties to the Company's stockholders under applicable law, (after receiving advice 2) such Acquisition Proposal is not subject to any financing contingencies or is, in the good faith judgment of its financial advisor and the Company's Board of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the Velodyne Board or the Ouster Board, as applicable, determines in good faith, Directors (after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would constitute a breach of its fiduciary duties under applicable Law, Velodyne or Ouster may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(cfinancial advisor), (A) furnish information with respect to Velodyne or Ouster, as applicable, to the Person making reasonably capable of being financed by such Competing Proposal pursuant to an Acceptable Confidentiality Agreement, other person and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, each of Ouster and Velodyne shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal; (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect Company's Board of or in contemplation of a Competing Proposal (other than to the extent the Ouster Board or the Velodyne Board, as applicable, Directors determines in good faith after consultation with its outside independent legal counselcounsel and financial advisor (taking into account among other things the legal, that failure to take any of such actions under clause (3) would be constitute a breach of its fiduciary duties under applicable Law)financial, or (4) propose to do any regulatory and other aspects of the foregoingproposal, the person making the proposal, the likelihood of consummation and the time to complete such transaction) that such Acquisition Proposal is reasonably likely to lead to a transaction that is reasonably capable of being completed and that, if consummated, would reasonably be expected to result in a transaction more favorable to the Company's Stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "SUPERIOR PROPOSAL"). Notwithstanding The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal and will use its reasonable best efforts to cause any such person (or its agents or advisors) in possession of confidential information about the foregoing, from and Company that was furnished by or on behalf of the Company to return or destroy all such information. The Company shall also notify Parent promptly (but in no event later than 24 hours) after receipt of any Acquisition Proposal or any indication of interest in making an Acquisition Proposal after the date of this Agreement until hereof, which notice shall include the earlier identity of the Effective Time person making such Acquisition Proposal or indication and the date, if any, on which this Agreement is terminated pursuant material terms and conditions of such Acquisition Proposal or indication (including any subsequent material amendment or modification to Article 7, Ouster such terms and Velodyne conditions). The Company shall not be required to enforce, keep Parent promptly informed in all material respects of the status and shall be permitted to waive, any provision details of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6Acquisition Proposal.

No Solicitation of Transactions. (a) Each of Velodyne and Ouster shall immediately cease and terminateSection 6.4.1 The Company shall, and shall cause its respective Subsidiaries each Company Subsidiary, and shall use commercially reasonable efforts to cause the Company Representatives to to, immediately cease and terminate, cause to be terminated any discussions or negotiations with any Person parties (other than Parent, Merger Sub and the Parent Representatives) that may be ongoing as of the date hereof with respect to a Competing Takeover Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 7, each of Velodyne and Ouster The Company shall not, and shall cause its respective Subsidiaries each Company Subsidiary and shall use commercially reasonable efforts to cause the Company Representatives not to, directly or indirectly, (i) directly or indirectly solicit, initiate initiate, or knowingly encourage any Takeover Proposal, (ii) enter into any agreement or induce agreement in principle with respect to a Takeover Proposal or (including by iii) participate in any way of furnishing information)in any negotiations or discussions regarding, or take furnish or disclose to any other action designed to facilitateThird Party any information with respect to, any inquiries Takeover Proposal; provided, however, that at any time prior to obtaining the Stockholder Approval, in response to a bona fide written Takeover Proposal that was not solicited in violation of this Agreement by the Company, a Company Subsidiary or a Company Representative, after the making of any proposal which date hereof and that the Company Board determines in good faith constitutes, or would could reasonably be expected to lead to, any Competing a Superior Proposal, or (ii) engage in any discussions or negotiations regarding any Competing Proposal; provided, however, that (x) such party may ascertain facts from the Person making an unsolicited Competing Proposal for the sole purpose of the Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the Velodyne Stockholder Approval (in the case of Velodyne) or the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Velodyne Board or Ouster Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the Velodyne Board or the Ouster Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would constitute a breach of its fiduciary duties under applicable Law, Velodyne or Ouster Company may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(c)6.4.2, (Ax) furnish information and/or draft agreements with respect to Velodyne or Ouster, as applicable, the Company and the Company Subsidiaries to the Person making such Competing Takeover Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) pursuant to an Acceptable Confidentiality Agreementa customary confidentiality agreement; provided, that all such information and a summary of the material terms of any such draft agreements have previously been made available to Parent or is made available to Parent prior to, or concurrently with, the time it is provided to such Person and (By) engage participate in discussions or negotiations with the Person making such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, each of Ouster and Velodyne shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal; (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Takeover Proposal (other than to the extent the Ouster Board or the Velodyne Boardand its officers, as applicabledirectors, determines in good faith after consultation with its outside employees, accountants, consultants, legal counsel, that failure to take any of advisors, agents and other representatives) regarding such actions under clause (3) would be constitute a breach of its fiduciary duties under applicable Law), or (4) propose to do any of the foregoing. Notwithstanding the foregoing, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6Takeover Proposal.