Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties The Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Seller, the Companies, the Subsidiaries, the Group Companies or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests share capital of the Companies, the Subsidiaries, the Group Companies or any Transferred the Assets (other than inventory to be sold in the ordinary course of business consistent with past practice) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Companies, the Subsidiaries or the Group Companies or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Seller agrees not to, and to cause the date of this Agreement Companies, the Subsidiaries and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Group Companies not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Seller, the Companies, the Subsidiaries or the Group Companies is a party.

No Solicitation or Negotiation. Each of the Transferor Parties The Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Seller, the Company, the Subsidiaries or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Subsidiary or the Business or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Seller agrees not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Seller, the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Sellers, the Company, the Subsidiaries or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Subsidiary or the Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Such Seller shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Each Seller agrees not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller, the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each Subject to the terms of the Transferor Parties agrees that between Section 5.3(b), Section 5.3(d) and Section 5.3(f), from the date of this Agreement and hereof until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article IX and the Closing, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents Company will (i1) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussionsany discussions or negotiations with any Person and its Affiliates and their respective directors, conversationsofficers, negotiations employees, investment bankers, attorneys, accountants and other communications with advisors or representatives (collectively, “Representatives”) that would be prohibited by this Section 5.3(a) and (2) terminate all physical and electronic data room access previously granted to any Persons conducted heretofore such Person, its Affiliates and their respective Representatives. Subject to the terms of Section 5.3(b), Section 5.3(d) and Section 5.3(f), from the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company and its Subsidiaries will not, and will cause their respective directors, officers and employees and will instruct their other Representatives not to, directly or indirectly: (i) solicit, initiate or propose the making, submission or announcement of, or knowingly encourage, induce, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (ii) furnish to any Person (other than the Purchaser, the Other Purchasers (solely with respect to the Other Transactions) or their respective Representatives) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the foregoingbusiness, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, continue or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 5.3 or contacting such Person making any unsolicited Acquisition Proposal to clarify the terms and conditions thereof); (iv) approve, endorse or recommend an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). Between From the date of this Agreement and until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article IX and the Closing, each the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement solely to permit a confidential proposal being made to the Transferor Parties shall notify Parent promptly if any such proposal or offer, Company Board (or any inquiry or other contact committee thereof) if the failure to do so would be inconsistent with any Person with respect thereto, is made and shall, in any such notice the directors’ fiduciary duties pursuant to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contactapplicable Law. Between the date For purposes of this Agreement and Section 5.3, the earlier of (a) the Closing and (b) the termination Company agrees that any breach of this Agreement, each Section 5.3 by the Company’s Representatives shall constitute a breach of this Section 5.3 by the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyCompany.

No Solicitation or Negotiation. Each of (1) Sirius will, and will cause the Transferor Parties agrees that between the date of this Agreement Sirius Subsidiaries and the earlier of (a) the Closing its and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersemployees and Affiliates, membersand shall direct each of its and the Sirius Subsidiaries’ other Representatives (to the extent acting on behalf of Sirius) to, representatives immediately cease and cause to be terminated any discussions or agents negotiations with any person conducted heretofore with respect to any Sirius Acquisition Proposal. Sirius will not, and will cause the Sirius Subsidiaries and its and their respective directors, officers, employees and Affiliates, and shall direct each of its and the Sirius Subsidiaries’ other Representatives (ito the extent acting on behalf of Sirius) not to, directly or indirectly, (I) solicit, initiate, consider, or knowingly encourage or accept knowingly facilitate inquiries or proposals for, or engage in any other proposals negotiations concerning, or offers from provide any Person (A) confidential or nonpublic information or data to, or have any discussions with, any person relating to any acquisition inquiry, proposal or purchase of all offer that constitutes, or any portion of the Transferor Interests or any Transferred Assets or could reasonably be expected to lead to, a Sirius Acquisition Proposal, (BII) to enter into any mergerengage in, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regarding, or furnish to any other Person person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, a Sirius Acquisition Proposal, or (III) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, or agreement in principle with respect to, or otherwise cooperate to a Sirius Acquisition Proposal. As promptly as practicable following the date hereof (but in any wayevent within three (3) business days of the date hereof), assist Sirius shall: (1) withdraw and terminate access that was granted to any person (other than the Other Parties and their respective Representatives) to any “data room” (virtual or participate in, facilitate physical) that was established in connection with the Transactions and (2) exercise and use reasonable best efforts to enforce any contractual rights available to Sirius to cause each person (other than the Other Parties and their respective Representatives) who received non-public or encourage any effort or attempt by any other Person to seek to do confidential information of any of Sirius or any Sirius Subsidiary to promptly return to Sirius or destroy such information; provided, however, notwithstanding anything to the foregoingcontrary contained in this Agreement, Sirius shall be permitted to waive or fail to enforce any provision of any confidentiality, “standstill” or similar obligation to permit a person to make a confidential Sirius Acquisition Proposal directly to the Sirius Board (or a duly authorized committee thereof) if the Sirius Board (or a duly authorized committee thereof) determines in good faith that any such failure to waive or to not enforce would result in a breach of its duties under applicable Law. Between Notwithstanding anything in this Agreement to the contrary, if at any time after the date of this Agreement and prior to the earlier of time, but not after, the Sirius Requisite Vote is obtained, Sirius and its Representatives may (aA) the Closing and (b) the termination provide information in response to a request therefor by a person or persons who has made a written Sirius Acquisition Proposal that did not result from a material breach of this Agreement, each Section 6.02(a) if Sirius receives from the person or persons so requesting such information an executed confidentiality agreement (containing a standstill provision and other provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Sirius not materially less favorable to Sirius than the provisions of the Transferor Confidentiality Agreements) and, as contemplated below, Sirius discloses to the Other Parties immediately shall cease (and, if applicable, provides copies to the Other Parties of) such written Sirius Acquisition Proposal and cause any nonpublic information provided to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect such person or persons to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees extent not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.previously so

No Solicitation or Negotiation. Each (a) The Company shall, and shall cause its subsidiaries, its affiliates and their respective officers and other employees, directors, representatives (including the Company Financial Advisor and any other investment banker and any attorneys and accountants) and agents to, immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Company also agrees promptly to request each person that has at any time heretofore executed a confidentiality agreement that governs such person's discussions with the Company or any of its representatives concerning an acquisition of (whether by merger, acquisition of stock or assets or otherwise) the Company or any of its subsidiaries, if any, to return all confidential information heretofore furnished to such person by or on behalf of the Transferor Parties agrees Company or any of its subsidiaries and, if requested by Parent, to enforce such person's obligation to do so. Neither the Company nor any of its affiliates shall, nor shall the Company authorize or permit any of its or their respective officers, directors, employees, representatives or agents to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that between if the date Company Board determines in good faith, acting only after consultation with legal counsel of nationally recognized standing and in a manner consistent therewith, that the failure to do so would likely be a breach of its fiduciary duties to the Company's stockholders under the DGCL, the Company may, in response to a proposal, offer or Inquiry for a Company Acquisition that was not solicited and that the Company Board determines, based upon the advice of the Company Financial Advisor (or another financial advisor of nationally recognized standing), is from a Third Party that is capable of consummating a Superior Proposal and only for so long as the Board of Directors so determines that its actions have a substantial probability of leading to a Superior Proposal, (i) furnish information to any such person only pursuant to a confidentiality agreement substantially in the same form as was executed by Parent prior to the execution of this Agreement and the earlier only if copies of (a) the Closing such information are concurrently provided to Parent, and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussionsdiscussions and negotiations regarding such proposal, conversationsoffer or Inquiry; provided, negotiations further, nothing herein shall prevent the Company Board from taking and other communications regarding, or furnish disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any other Person any information with respect to, tender or otherwise cooperate exchange offer. The Company shall promptly (and in any way, assist event within twenty-four (24) hours after becoming aware thereof) (i) notify Parent in the event the Company or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of its subsidiaries or other affiliates or any of their respective officers, directors, employees and agents receives any proposal, offer or Inquiry concerning a Third Party Acquisition, including the foregoing. Between the date of this Agreement material terms and conditions thereof and the earlier identity of the party submitting such proposal, and any request for confidential information in connection with a potential Third Party Acquisition, (aii) provide a copy of any written agreements, proposals or other materials the Closing Company receives from any such person or group (or its representatives), (iii) provide Parent with copies of all information furnished to any such Person pursuant to Clause (i) of the preceding sentence if such information has not been previously furnished to Parent and (biv) the termination notify Parent of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore material changes or developments with respect to any of the foregoingmatters described in clauses (i) or (ii). Between The Company shall also advise Parent from time to time of the status, at any time upon Parent's request, of any such matters. Notwithstanding anything to the contrary contained in this Section 4.3(a) or elsewhere in this Agreement, at any time after the date hereof, the Company may file with the SEC a report on Form 8-K with respect to this Agreement and may file a copy of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any related agreements as an exhibit to such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyreport.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that Except as otherwise specifically contemplated by this Agreement, between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of neither the Transferor Parties Sellers, the Company, the Company’s Affiliates, nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets of its Subsidiaries or any of their material assets, (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company or any of its Subsidiaries or (ii) knowingly participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent the Buyer promptly if any such proposal or offer, or any substantive inquiry or other contact with any Person after the date hereof with respect thereto, is made and shall, in any such notice to Parentthe Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contactcontact (unless such proposal or offer was unsolicited and its disclosure would subject the Company or the Sellers to liability to the party which made such proposal or offer). Between the date of this Agreement The Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not toCompany will not, without the prior written consent of the Acquiring PartiesBuyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any of the Sellers or the Company is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) Unless and until this Agreement is terminated, the Closing Company shall not, and (b) shall use its best efforts to cause its Affiliates, and the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersemployees, membersrepresentatives, representatives or agents will agents, advisors, accountants, shareholders and attorneys of each of them, not to (i) encourage, initiate or solicit, initiatedirectly or indirectly, considerany inquiries or the making of any proposal with respect to, encourage or accept engage in negotiations concerning, or provide any other proposals confidential information or offers from data to any Person (A) with respect to, or have any discussions with any Person relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into to, any merger, acquisition, reorganization, consolidation, business combination, recapitalization, reorganization liquidation, dissolution, sale of all or any significant portion of assets, sale of shares of capital stock (including without limitation by way of tender offer or exchange offer) or similar transactions involving the Company or any Subsidiary other extraordinary business transaction involving than the transactions contemplated hereby (any of the foregoing inquiries or otherwise relating proposals being referred to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect toherein as an "ACQUISITION PROPOSAL"), or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing. Between the date of this Agreement foregoing and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall immediately shall cease and cause to be terminated all any existing discussionsactivities, conversations, discussions or negotiations and other communications with any Persons parties conducted heretofore with respect to any of the foregoing, (ii) engage in negotiations or discussions concerning, or provide any nonpublic information or assistance to any person in connection with any Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal. Between Nothing contained in this Section 7.17 shall prevent the date Board of Directors of the Company from considering, negotiating, discussing, approving and recommending to the shareholders of the Company a bona fide Acquisition Proposal not solicited in violation of this Agreement and Section 7.17, provided that the earlier Board of (a) the Closing and (b) the termination of this Agreement, each Directors of the Transferor Parties -------- Company determines in good faith (after consultation with and based upon the advice of outside counsel) that it is required to do so in order to discharge properly its fiduciary duties to the Company's shareholders; and provided, -------- further, that the Company shall notify keep Parent promptly if informed, on a reasonably current ------- basis, as to the status and details of any such proposal consideration, negotiations or offerdiscussions, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees including but not limited to, without the prior prompt delivery to Parent of any written consent of the Acquiring Partiesinquiries, release any Person fromproposals, agreements or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyAcquisition Proposals.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent SFX promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentSFX, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) Unless and until this Agreement is terminated, the Closing Company shall not, and (b) shall use its best efforts to cause its Affiliates, and the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersemployees, membersrepresentatives, representatives or agents will agents, advisors, accountants, shareholders and attorneys of each of them, not to (i) encourage, initiate or solicit, initiatedirectly or indirectly, considerany inquiries or the making of any proposal with respect to, encourage or accept engage in negotiations concerning, or provide any other proposals confidential information or offers from data to any Person (A) with respect to, or have any discussions with any Person relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into to, any merger, acquisition, reorganization, consolidation, business combination, recapitalization, reorganization liquidation, dissolution, sale of all or any significant portion of assets, sale of shares of capital stock (including without limitation by way of tender offer or exchange offer) or similar transactions involving the Company or any Subsidiary other extraordinary business transaction involving than the transactions contemplated hereby (any of the foregoing, inquiries or otherwise relating proposals being referred to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect toherein as an "ACQUISITION PROPOSAL"), or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing. Between the date of this Agreement foregoing and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall immediately shall cease and cause to be terminated all any existing discussionsactivities, conversations, discussions or negotiations and other communications with any Persons parties conducted heretofore with respect to any of the foregoing, (ii) engage in negotiations or discussions concerning, or provide any nonpublic information or assistance to any person in connection with any Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal. Between Nothing contained in this Section 7.18 shall prevent the date Board of Directors of the Company from considering, negotiating, discussing, approving and recommending to the shareholders of the Company a bona fide Acquisition Proposal not solicited in violation of this Agreement and Section 7.18, provided -------- that the earlier Board of (a) the Closing and (b) the termination of this Agreement, each Directors of the Transferor Parties Company determines in good faith (after consultation with and based upon the advice of outside counsel) that it is required to do so in order to discharge properly its fiduciary duties to the Company's shareholders; and provided, further, that the Company shall notify Parent promptly if keep MJD -------- ------- informed, on a reasonably current basis, as to the status and details of any such proposal consideration, negotiations or offerdiscussions, including prompt delivery to Parent of any written inquiries, proposals, agreements or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyAcquisition Proposal.

No Solicitation or Negotiation. Each Subject to the terms of the Transferor Parties agrees that between Section 5.3(b), from the date of this Agreement and until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article VIII and the Effective Time, none the Company will cease and cause to be terminated any discussions or negotiations with and terminate any data room access (or other diligence access) of the Transferor Parties nor any of their respective Person and its Affiliates, directors, officers, managersemployees, membersconsultants, agents, representatives and advisors (collectively, “Representatives”) relating to any Acquisition Transaction. Promptly following the date of this Agreement, the Company will request that each Person (other than Parent and its Representatives) that has, prior to the date of this Agreement, executed a confidentiality agreement in connection with its consideration of acquiring the Company to promptly return or agents destroy all non-public information furnished to such Person by or on behalf of the Company or any of its Subsidiaries prior to the date of this Agreement in accordance with the terms of such confidentiality agreement. Subject to the terms of Section 5.3(b) and Section 5.3(d), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries and their respective directors, executive and other officers will not, and the Company will not authorize or direct any of its or its Subsidiaries’ employees, consultants or other Representatives to, directly or indirectly, (i) solicit, initiate, considerpropose or induce the making, encourage submission or accept announcement of, or knowingly encourage, facilitate or assist, any other proposals proposal, offer or offers from inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (Aother than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to any acquisition or purchase of all the Company or any portion of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Transferor Interests Company or any Transferred Assets of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (Biii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal, or with respect to any inquiries from third Persons relating to making a potential Acquisition Proposal (other than solely to inform such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (v) enter into any mergerletter of intent, consolidationmemorandum of understanding, business combinationmerger agreement, recapitalizationexpense reimbursement agreement, reorganization acquisition agreement or other extraordinary business transaction involving or otherwise Contract relating to the Business an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (iivi) participate in any discussions, conversations, negotiations and other communications regarding, authorize or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek commit to do any of the foregoing. Between From the date of this Agreement and until the earlier to occur of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause Agreement pursuant to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement Article VIII and the earlier Effective Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement to the extent necessary to permit a confidential proposal being made to the Company Board (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partycommittee thereof).

No Solicitation or Negotiation. Each of (1) Except with respect to a Nova I Go Shop Bidder, from and after the Transferor Parties agrees that between Go Shop Period End Time, Nova I shall, and shall cause the date of this Agreement Nova I Subsidiaries and the earlier of (a) the Closing its and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersAffiliates and Representatives, membersand shall direct each of its and the Nova I Subsidiaries’ other Representatives (to the extent acting on behalf of Nova I) to, representatives immediately cease and cause to be terminated any discussions or agents will negotiations with any person conducted theretofore with respect to any Nova I Acquisition Proposal. Except with respect to a Nova I Go Shop Bidder, from and after the Go Shop Period End Time, Nova I shall not, and shall cause the Nova I Subsidiaries and its and their respective directors, officers and Affiliates, and shall direct each of its and the Nova I Subsidiaries’ other Representatives (ito the extent acting on behalf of Nova I) not to, directly or indirectly, (I) solicit, initiate, consider, knowingly encourage or accept facilitate any other inquiries, proposals or offers from for, or engage in any Person (A) negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any acquisition inquiry, proposal, offer or purchase of all other action that constitutes, or any portion of the Transferor Interests or any Transferred Assets or could reasonably be expected to lead to, a Nova I Acquisition Proposal, (BII) to enter into any mergeror engage in, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regardingregarding or otherwise in furtherance of, or furnish to any other Person person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova I Acquisition Proposal, (III) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova I or any of the Nova I Subsidiaries, or (IV) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, arrangement, understanding, contract or agreement in principle (whether binding or not) with respect to, contemplating or otherwise cooperate relating to a Nova I Acquisition Proposal; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Nova I shall be permitted to waive or to not enforce any wayprovision of any confidentiality, assist “standstill” or participate insimilar obligation to permit a person to make a confidential Nova I Acquisition Proposal directly to the Nova I Board Special Committee if the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel that any such failure to waive or to not enforce would be inconsistent with or otherwise result in a breach of the Nova I directors’ duties under applicable Law. Upon the Go Shop Period End Time, facilitate Nova I shall, and shall cause the Nova I Subsidiaries and their respective directors, officers, Affiliates and Representatives to: (1) withdraw and terminate access that was granted to any person (other than any Nova I Go Shop Bidder and the Other Parties and their respective Representatives) to any “data room” (virtual or encourage physical) that was established with respect to or in connection with any effort Nova I Acquisition Proposal or attempt by potential Nova I Acquisition Proposal and (2) exercise and use commercially reasonable efforts to enforce any contractual rights available to Nova I to cause each person (other Person than any Nova I Go Shop Bidder and the Other Parties and their respective Representatives) who received non-public or confidential information of Nova I or any Nova I Subsidiary to seek promptly return to do Nova I or destroy such information. For the avoidance of doubt, after the Go Shop Period End Time and until the receipt of the Nova I Requisite Vote, Nova I, the Nova I Subsidiaries and their respective Representatives may continue to take any of the foregoing. Between the date of this Agreement and the earlier of (aactions described in Section 6.01(a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of proposals or offers regarding any Nova I Acquisition Proposal submitted by a Nova I Go Shop Bidder on or before the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if Go Shop Period End Time or with respect to any amended or modified proposal or offer with respect to any such proposal Nova I Acquisition Proposal submitted by a Nova I Go Shop Bidder after the Go Shop Period End Time if the Nova I Board Special Committee has determined in good faith after consultation with outside legal counsel and outside financial advisors that such Nova I Acquisition Proposal (as may be amended or offer, modified) is or any inquiry or other contact with any Person is reasonably likely to lead to a Nova I Superior Proposal; provided that a Nova I Go Shop Bidder shall cease to be a Nova I Go Shop Bidder if the negotiations between Nova I and such Nova I Go Shop Bidder with respect thereto, is made and shall, to the Nova I Acquisition Proposal that resulted in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is Nova I Go Shop Bidder becoming a partyNova I Go Shop Bidder shall have been terminated.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between From the date of this Agreement and hereof until the earlier first to occur of (a) the Closing and or (b) the termination of this Agreement, none of the Transferor Parties nor Sellers or any of their respective Affiliates, officers, managers, members, representatives or agents will Representatives may (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aw) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock or any Transferred Assets limited liability company interests of Dunellen or CTC or all or substantially all of Dunellen’s or CTC’s assets or properties, (Bx) to enter into any merger, consolidation, consolidation or other business combination, combination (y) enter into any recapitalization, reorganization or any other extraordinary business transaction involving with respect to Dunellen or otherwise relating CTC, or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the Business transactions contemplated by this Agreement; or (ii) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement Sellers shall, and the earlier of (a) the Closing shall cause their Affiliates and (b) the termination of this AgreementRepresentatives to, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Sellers shall notify Parent Buyer promptly if any such proposal or offer, or any inquiry by or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement Sellers shall not, and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees shall cause their Affiliates not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Sellers or any such Transferor Party Affiliate is a party.

No Solicitation or Negotiation. Each of (a) The Company agrees that, during the Transferor Parties agrees that between period commencing on the date hereof and ending upon the Closing or the earlier termination of this Agreement and (the earlier of (a) the Closing and (b) the termination of this Agreement“No Solicit Period”), none of the Transferor Parties neither it nor any Subsidiary nor any of their respective Affiliatesthe directors, officersofficers or employees of it or any Subsidiary will, managersand that it will cause its and the Subsidiaries’ agents, membersadvisors and other representatives (including, representatives without limitation, any investment banker, attorney or agents will accountant retained by it or any Subsidiary), not to, directly or indirectly, (i) solicit, initiateinitiate or encourage (including by way of furnishing nonpublic information), consider, encourage or accept take any other proposals action to facilitate, any inquiries or offers from the making of any Person proposal or offer (Aincluding, without limitation, any proposal or offer to its stockholders) relating that constitutes, or may reasonably be expected to lead to, any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets Acquisition Transaction (as defined below), or (Bii) enter into or maintain or continue discussions or negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer for an Acquisition Transaction, or (iii) agree to, approve, endorse or recommend any Acquisition Transaction or enter into any mergerletter of intent or contract, consolidation, business combination, recapitalization, reorganization agreement or other extraordinary business transaction involving commitment contemplating or otherwise relating to the Business any Acquisition Transaction, or (iiiv) participate in any discussions, conversations, negotiations and other communications regarding, authorize or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do permit any of the foregoingofficers, directors or employees of the Company or any of the Subsidiaries, or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of the Subsidiaries, to take any such action. Between During the date of this Agreement No Solicit Period, the Company shall notify the Investor as promptly as practicable (and in any event within one (1) day after any Company Representative is aware or knows thereof), orally and in writing (the “Acquisition Notice”), if any proposal or offer, or any inquiry or contact with any Person with respect thereto, regarding an Acquisition Transaction is made, specifying the material terms and conditions thereof and the earlier of (a) the Closing and (b) the termination of this Agreement, each identity of the Transferor Parties Person making such proposal or offer or inquiry or contact (including material amendments or proposed material amendments). The Company immediately shall cease and cause to be terminated all existing discussions, conversations, discussions or negotiations and other communications with any Persons parties conducted heretofore with respect to any of the foregoingan Acquisition Transaction. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party it is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of Unless and until this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreementis terminated, none of the Transferor Parties neither Parent nor any of Merger Sub shall, nor shall they cause, suffer or permit their respective Affiliatesdirectors, officers, managersstockholders, membersemployees, representatives representatives, agents, investment bankers, advisors, accountants or agents will (i) attorneys of Parent or Merger Sub, to initiate or solicit, initiatedirectly or indirectly, considerany inquiries or the making of any offer or proposal that constitutes or could be reasonably expected to lead to an a proposal or offer (other than by the Company) for a stock purchase, encourage asset acquisition, merger, consolidation or other business combination involving Parent and/or Merger Sub or any proposal to acquire in any manner a direct or indirect substantial equity interest in, or all or any substantial part of the assets of, Parent and/or Merger Sub (an “Alternative Proposal”) from any person and/or entity, or engage in negotiations or discussions relating thereto or accept any other proposals Alternative Proposal, or offers from make or authorize any Person (A) relating to statement, recommendation or solicitation in support of any acquisition or purchase of all or any portion Alternative Proposal. Parent and/or Merger Sub shall notify the Company orally and in writing of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any receipt of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal inquiries, offers or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and proposals (including the terms and conditions of any such offer or proposal, offerthe identity of the person and/or entity making it and a copy of any written Alternative Proposal), inquiry as promptly as practicable and in any event within 48 hours after the receipt thereof, and shall keep the Company informed of the status and details of any such inquiry, offer or proposal. Parent and Merger Sub shall immediately terminate any existing solicitation, activity, discussion or negotiation with any person and/or entity hereafter conducted by them or by any officer, employee, director, stockholder or other contact. Between representative thereof with respect to the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyforegoing.

No Solicitation or Negotiation. Each of The Company, the Transferor Parties agrees Sellers and the Founders agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Company, the Subsidiaries, the Founders, the Sellers or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company, any Subsidiary or any Transferred Seller or of the Assets or (other than inventory to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidationconsolidation or other business combination with the Company, business combinationany Subsidiary, any Seller or the Business or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company, any Subsidiary or any Seller or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to to, do any of the foregoing. Between The Company, the date of this Agreement Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Founders immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between The Company, the date of this Agreement and Sellers or the earlier of (a) Founders, as the Closing and (b) the termination of this Agreementcase may be, each of the Transferor Parties shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Company, the date of this Agreement Sellers and the earlier of (a) Founders agree not to, and to cause the Closing Company, and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary and each Seller not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company, any Subsidiary or any Seller is a party.

No Solicitation or Negotiation. Each of (1) Except with respect to a Nova II Go Shop Bidder, from and after the Transferor Parties agrees that between Go Shop Period End Time, Nova II shall, and shall cause the date of this Agreement Nova II Subsidiaries and the earlier of (a) the Closing its and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersAffiliates and Representatives, membersand shall direct each of its and the Nova II Subsidiaries’ other Representatives (to the extent acting on behalf of Nova II) to, representatives immediately cease and cause to be terminated any discussions or agents will negotiations with any person conducted theretofore with respect to any Nova II Acquisition Proposal. Except with respect to a Nova II Go Shop Bidder, from and after the Go Shop Period End Time, Nova II shall not, and shall cause the Nova II Subsidiaries and its and their respective directors, officers and Affiliates, and shall direct each of its and the Nova II Subsidiaries’ other Representatives (ito the extent acting on behalf of Nova II) not to, directly or indirectly, (I) solicit, initiate, consider, knowingly encourage or accept facilitate any other inquiries, proposals or offers from for, or engage in any Person (A) negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any acquisition inquiry, proposal, offer or purchase of all other action that constitutes, or any portion of the Transferor Interests or any Transferred Assets or could reasonably be expected to lead to, a Nova II Acquisition Proposal, (BII) to enter into any mergeror engage in, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regardingregarding or otherwise in furtherance of, or furnish to any other Person person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova II Acquisition Proposal, (III) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova II or any of the Nova II Subsidiaries, or (IV) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, arrangement, understanding, contract or agreement in principle (whether binding or not) with respect to, contemplating or otherwise cooperate relating to a Nova II Acquisition Proposal; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Nova II shall be permitted to waive or to not enforce any wayprovision of any confidentiality, assist “standstill” or participate insimilar obligation to permit a person to make a confidential Nova II Acquisition Proposal directly to the Nova II Board Special Committee if the Nova II Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors that any such failure to waive or to not enforce would be inconsistent with or otherwise result in a breach of the Nova II directors’ duties under applicable Law. Upon the Go Shop Period End Time, facilitate Nova II shall, and shall cause the Nova II Subsidiaries and their respective directors, officers, Affiliates and Representatives to: (1) withdraw and terminate access that was granted to any person (other than any Nova II Go Shop Bidder and the Other Parties and their respective Representatives) to any “data room” (virtual or encourage physical) that was established with respect to or in connection with any effort Nova II Acquisition Proposal or attempt by potential Nova II Acquisition Proposal and (2) exercise and use commercially reasonable efforts to enforce any contractual rights available to Nova II to cause each person (other Person than any Nova II Go Shop Bidder and the Other Parties and their respective Representatives) who received non-public or confidential information of Nova II or any Nova II Subsidiary to seek promptly return to do Nova II or destroy such information. For the avoidance of doubt, after the Go Shop Period End Time and until the receipt of the Nova II Requisite Vote, Nova II, the Nova II Subsidiaries and their respective Representatives may continue to take any of the foregoing. Between the date of this Agreement and the earlier of (aactions described in Section 6.02(a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of proposals or offers regarding any Nova II Acquisition Proposal submitted by a Nova II Go Shop Bidder on or before the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if Go Shop Period End Time or with respect to any amended or modified proposal or offer with respect to any such proposal Nova II Acquisition Proposal submitted by a Nova II Go Shop Bidder after the Go Shop Period End Time if the Nova II Board Special Committee has determined in good faith after consultation with outside legal counsel that such Nova II Acquisition Proposal (as may be amended or offer, modified) is or any inquiry or other contact with any Person is reasonably likely to lead to a Nova II Superior Proposal; provided that a Nova II Go Shop Bidder shall cease to be a Nova II Go Shop Bidder if the negotiations between Nova II and such Nova II Go Shop Bidder with respect thereto, is made and shall, to the Nova II Acquisition Proposal that resulted in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is Nova II Go Shop Bidder becoming a partyNova II Go Shop Bidder shall have been terminated.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) The Company, its subsidiaries and other affiliates (as reasonably determined by the Closing Company) and their respective officers and other employees with managerial responsibilities, directors, representatives (bincluding the Financial Advisor or any other investment banker and any attorneys and accountants) and agents shall immediately cease any discussions or negotiations with any other persons with respect to any Third Party Acquisition. The Company also agrees promptly to request each person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, acquisition of stock or assets or otherwise) the termination Company or any of this Agreementits subsidiaries, none if any, to return all confidential information heretofore furnished to such person by or on behalf of the Transferor Parties Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries and other affiliates shall, nor shall the Company authorize or permit any of its or their respective officers, directors, employees, representatives or agents to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any information to any person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that nothing herein shall prevent the Company Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender or exchange offer. The Company shall promptly (and in any event within one business day after becoming aware thereof) (i) notify Parent in the event the Company or any of its subsidiaries and other affiliates or any of their respective Affiliates, officers, managersdirectors, members, representatives or employees and agents will (i) solicit, initiate, consider, encourage or accept receives any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offerinquiry concerning a Third Party Acquisition, or any inquiry or other contact with any Person with respect thereto, is made including the terms and shall, in any such notice to Parent, indicate in reasonable detail conditions thereof and the identity of the Person making party submitting such proposal, offerand any request for confidential information in connection with a potential Third Party Acquisition, inquiry or contact and the terms and conditions (ii) provide a copy of such proposalany written agreements, offer, inquiry proposals or other contact. Between materials the date of this Agreement and the earlier of Company receives from any such person or group (a) the Closing or its representatives), and (biii) the termination of this Agreement, each advise Parent from time to time of the Transferor Parties agrees not tostatus, without at any time upon Parent's request, and promptly following any developments concerning the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partysame.

No Solicitation or Negotiation. Each of The Sellers and the Transferor Parties agrees Company agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Sellers, the Company, or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests Shares of the Company or any Transferred Assets the Company’s assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement The Sellers and the earlier of Company shall (ax) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between , (y) promptly (and in any event within one (1) Business Day of the date of this Agreement hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the earlier of (a) the Closing Company Subsidiaries and (bz) the termination of this Agreement, each promptly (and in any event within one (1) Business Day of the Transferor Parties date hereof) terminate all access previously granted to such Persons to any physical or electronic data room. The Sellers and the Company shall notify Parent promptly Purchaser promptly, and in any event, within twenty-four (24) hours, if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partymade.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of Except as set forth in this Agreement and Section 6.1, until the earlier of (a) the Closing Acceptance Time and (b) the termination of this AgreementAgreement in accordance with the terms hereof (the “Specified Time”), none of neither the Transferor Parties Company nor any of their respective Affiliatesits Subsidiaries shall, and the Company shall direct its directors, officers, managersemployees, membersinvestment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, directly or agents will indirectly: (i) solicit, initiateinitiate or knowingly encourage (including by providing information) any inquiries, consider, encourage or accept any other proposals or offers from with respect to, or the making or completion of, any Person (A) relating proposal or offer that constitutes, or would reasonably be expected to lead to, any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any mergerAcquisition Proposal, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) enter into, continue or otherwise engage or participate in any discussions, conversations, discussions or negotiations and other communications regarding, or furnish to any other Person any non-public information or data relating to the Company or any of its Subsidiaries in connection with, or have any discussions with respect any Person relating to, an actual or proposed Acquisition Proposal, or otherwise cooperate in any way, assist knowingly encourage or participate in, facilitate or encourage any effort or attempt to make or implement an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”). Without limiting the foregoing, prior to the Specified Time, it is understood that any violation of the foregoing restrictions by any other Person to seek to do Subsidiary of the Company or Representatives of the Company or any of the foregoing. Between the date its Subsidiaries shall be deemed to be a breach of this Agreement and Section 6.1 by the earlier of (a) Company. Notwithstanding anything to the Closing and (b) the termination of contrary set forth in this Agreement, each prior to the Specified Time, the Company may, in response to unsolicited and bona fide Acquisition Proposal received after the date hereof that did not result from or arise from a breach (or than any such breach that is unintentional and immaterial in effect) of this Section 6.1 and that the Transferor Parties immediately shall cease Company Board determines (x) in good faith after consultation with outside counsel and cause the Company’s financial advisor that such Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal, and (y) after consultation with its outside counsel that the failure to do so would be terminated all existing discussions, conversations, negotiations and other communications inconsistent with any Persons conducted heretofore its fiduciary duties under applicable Law (A) furnish information with respect to the Company to the Person (and the Representatives of such Person) making such Acquisition Proposal (provided, that such Person has entered into a confidentiality agreement with the Company substantially similar to and no less favorable to the Company than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with such Person and its Representatives regarding any such Acquisition Proposal; provided, however, that the Company shall provide or make available to the Buyer any non-public information concerning the Company or any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, its Subsidiaries that is made and shall, in any such notice provided to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry Acquisition Proposal or contact and its Representatives which was not previously provided or made available to the terms and conditions of Buyer prior to or concurrently with providing such proposal, offer, inquiry or information to such other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyPerson.

No Solicitation or Negotiation. Each of ERC and the Transferor Parties agrees ERC Shareholders agree that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this AgreementAgreement pursuant to Article VIII, none of the Transferor Parties ERC Shareholders, ERC, the LLC or any Subsidiary nor any of their respective Affiliatesaffiliates, officers, managersdirectors, membersinvestment bankers, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of ERC, the LLC or any Transferred Assets Subsidiary or assets of ERC, the LLC or any Subsidiary (Bother than assets to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any mergerbusiness combination with the ERC, consolidationthe LLC, business combination, recapitalization, reorganization or any Subsidiary or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to ERC, the Business LLC or any Subsidiary, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person person to seek to do any of the foregoing. Between the date of this Agreement ERC and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties ERC Shareholders immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement ERC and the earlier of (a) ERC Shareholders agree not to, and to cause the Closing LLC and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the ERC Shareholders, ERC, the LLC or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Principal Shareholder ------------------------------ agrees that between the date of this Agreement and the earlier of (ai) the Closing Transfer Time under the Purchase Agreement, and (bii) the termination of this Agreement, none of the Transferor Parties Principal Shareholders nor any of their respective Affiliates, officers, managers, members, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person person or entity (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock or any Transferred Assets or a material portion of the assets of the Subsidiary, (B) to enter into any mergerbusiness combination with the Company, consolidation, business combination, recapitalization, reorganization or (C) to enter into any other extraordinary business transaction involving or otherwise relating to the Business Company or the Subsidiary, or (iib) knowingly participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person person or entity any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage encourage, any effort or attempt by any other Person person or entity to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Principal Shareholder agrees to immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons persons or entities conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall Each Principal Shareholder agrees to notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person person or entity with respect thereto, is made and shall, in any such notice to ParentPurchaser, indicate in reasonable detail the identity of the Person person or entity making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Principal Shareholder agrees not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person person or entity from, or waive any provision of, any confidentiality or standstill agreement relating to the Company to which such Transferor Party Principal Shareholder is a party. Pursuant to the terms of any existing confidentiality agreement to which any Principal Shareholder is a party, such Principal Shareholder agrees to cause the return or destruction of any confidential or proprietary information relating to the Company in the possession of any third party.

No Solicitation or Negotiation. Each of (1) Except with respect to a Nova II Go Shop Bidder, from and after the Transferor Parties agrees that between Go Shop Period End Time, Nova II shall, and shall cause the date of this Agreement Nova II Subsidiaries and the earlier of (a) the Closing its and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersAffiliates and Representatives, membersand shall direct each of its and the Nova II Subsidiaries’ other Representatives (to the extent acting on behalf of Nova II) to, representatives immediately cease and cause to be terminated any discussions or agents will negotiations with any person conducted theretofore with respect to any Nova II Acquisition Proposal. Except with respect to a Nova II Go Shop Bidder, from and after the Go Shop Period End Time, Nova II shall not, and shall cause the Nova II Subsidiaries and its and their respective directors, officers and Affiliates, and shall direct each of its and the Nova II Subsidiaries’ other Representatives (ito the extent acting on behalf of Nova II) not to, directly or indirectly, (I) solicit, initiate, consider, knowingly encourage or accept facilitate any other inquiries, proposals or offers from for, or engage in any Person (A) negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any acquisition inquiry, proposal, offer or purchase of all other action that constitutes, or any portion of the Transferor Interests or any Transferred Assets or could reasonably be expected to lead to, a Nova II Acquisition Proposal, (BII) to enter into any mergeror engage in, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving Table of Contents continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regardingregarding or otherwise in furtherance of, or furnish to any other Person person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova II Acquisition Proposal, (III) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova II or any of the Nova II Subsidiaries, or (IV) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, arrangement, understanding, contract or agreement in principle (whether binding or not) with respect to, contemplating or otherwise cooperate relating to a Nova II Acquisition Proposal; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Nova II shall be permitted to waive or to not enforce any wayprovision of any confidentiality, assist “standstill” or participate insimilar obligation to permit a person to make a confidential Nova II Acquisition Proposal directly to the Nova II Board Special Committee if the Nova II Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors that any such failure to waive or to not enforce would be inconsistent with or otherwise result in a breach of the Nova II directors’ duties under applicable Law. Upon the Go Shop Period End Time, facilitate Nova II shall, and shall cause the Nova II Subsidiaries and their respective directors, officers, Affiliates and Representatives to: (1) withdraw and terminate access that was granted to any person (other than any Nova II Go Shop Bidder and the Other Parties and their respective Representatives) to any “data room” (virtual or encourage physical) that was established with respect to or in connection with any effort Nova II Acquisition Proposal or attempt by potential Nova II Acquisition Proposal and (2) exercise and use commercially reasonable efforts to enforce any contractual rights available to Nova II to cause each person (other Person than any Nova II Go Shop Bidder and the Other Parties and their respective Representatives) who received non-public or confidential information of Nova II or any Nova II Subsidiary to seek promptly return to do Nova II or destroy such information. For the avoidance of doubt, after the Go Shop Period End Time and until the receipt of the Nova II Requisite Vote, Nova II, the Nova II Subsidiaries and their respective Representatives may continue to take any of the foregoing. Between the date of this Agreement and the earlier of (aactions described in Section 6.02(a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of proposals or offers regarding any Nova II Acquisition Proposal submitted by a Nova II Go Shop Bidder on or before the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if Go Shop Period End Time or with respect to any amended or modified proposal or offer with respect to any such proposal Nova II Acquisition Proposal submitted by a Nova II Go Shop Bidder after the Go Shop Period End Time if the Nova II Board Special Committee has determined in good faith after consultation with outside legal counsel that such Nova II Acquisition Proposal (as may be amended or offer, modified) is or any inquiry or other contact with any Person is reasonably likely to lead to a Nova II Superior Proposal; provided that a Nova II Go Shop Bidder shall cease to be a Nova II Go Shop Bidder if the negotiations between Nova II and such Nova II Go Shop Bidder with respect thereto, is made and shall, to the Nova II Acquisition Proposal that resulted in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is Nova II Go Shop Bidder becoming a partyNova II Go Shop Bidder shall have been terminated.

No Solicitation or Negotiation. Each of Parent, Seller and the Transferor Parties agrees Company agree that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of neither Parent, Seller, nor the Transferor Parties Company, nor any of their respective Affiliates, officers, managers, members, representatives Affiliates or agents Representatives will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aother than Purchaser) (i) relating to any acquisition or purchase of all or any portion of the Transferor Interests Company or any Transferred Assets or the Wire Harness Business, (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination or other extraordinary business transaction involving transaction, except as would not have a Material Adverse Effect or otherwise relating as would not materially impair or delay the ability of Parent, Seller and the Company to perform their respective obligations under this Agreement, or (iii) release any Person from, or waive any provision of, any confidentiality agreement that relates to the Business Company or the Wire Harness Business, or (iib) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person (other than Purchaser) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement Parent, Seller and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement Parent, Seller and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company shall notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentPurchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the principal terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Party agrees that between the date of this Agreement hereof and the earlier of (a) the Closing and (b) the termination of this Share Purchase Agreement, none no Party shall, and no Affiliates or Representatives of the Transferor respective Parties nor any of their respective Affiliatesshall, officersdirectly or indirectly, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage encourage, accept or accept otherwise facilitate any other proposals or offers from any Person (A) relating to any acquisition or purchase of (1) all or any portion of the Transferor Interests equity interest or any Transferred issued capital of the Company or the Seller or (2) their respective Business Assets (other than Inventory to be sold in the Ordinary Course of Business) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the such Party or its Business or Assets (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Party immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Party shall notify Parent the other Parties promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe other Parties, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Party agrees not to, to without the prior written consent of the Acquiring other Parties, release any Person (except the Purchaser) from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties The Company agrees that between the ------------------------------ date of this Agreement and the earlier of (a) the Closing and (b) or the termination of this Agreement, none of neither the Transferor Parties Company or the Company Subsidiaries nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Company Subsidiary or assets of the Company or any Company Subsidiary (other than any sale of assets to be sold in the ordinary course of business consistent with past practice) or (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Company or any Company Subsidiary, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications heretofore conducted with any Persons conducted heretofore Person with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify the Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement The Company agrees not to, and the earlier of (a) the Closing and (b) the termination of this Agreement, to cause each of the Transferor Parties agrees Company Subsidiary not to, without the prior written consent of the Acquiring PartiesParent, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company or any Company Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties The Company agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none the Company will not, and will not authorize or permit any Subsidiary, or any Affiliate, officer, director or employee of, or any financial adviser, accountant or other representative retained by, the Company or any Subsidiary (collectively, the "Representatives"), to, directly or indirectly, solicit or encourage any inquiries or proposals for (or which may reasonably be expected to lead to), or engage in discussions or negotiations with or provide any information to any person or entity (other than a Representative of the Transferor Parties nor any of their respective AffiliatesCompany or Purchaser) in connection with, officers, managers, members, representatives or agents will (i) solicitthe acquisition of any stock, initiate, consider, encourage assets or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase business of all the Company or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any mergerSubsidiary, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regardingmerger or consolidation involving the Company or any Subsidiary, or furnish (iii) any recapitalization or restructuring of the Company or any Subsidiary, in each case, regardless of whether a third party is involved, provided, however, that the foregoing will not prohibit the Company from providing information to any other Person any information person or entity to the extent that the Board determines in good faith, after consultation with respect tooutside counsel as to legal matters, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek that its fiduciary duties require it to do any of the foregoing. Between the date of this Agreement and the earlier of so, provided that prior to providing such information (ai) the Closing Company notifies and reasonably consults with Purchaser in connection therewith and (bii) such person or entity has entered into a customary confidentiality agreement reasonably acceptable to the termination of this Agreement, each of the Transferor Parties Board. The Company immediately shall will cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons persons conducted heretofore with respect to any of the foregoing, except as required hereby or expressly permitted pursuant to the immediately preceding sentence. Between the date of this Agreement and the earlier of The Company will notify Purchaser, in writing, promptly (abut in any event no later than one business day) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if after any such proposal or offer, offer or any inquiry or other contact with any Person person with respect thereto, is made and shallwill, in any such notice to ParentPurchaser, (A) indicate in reasonable detail the identity of the Person person, firm, corporation or other entity making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing contact and (bB) the termination of this Agreementinclude all written materials received with respect thereto. The Company agrees not to, and to cause each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person person, firm, corporation or other entity from, or waive any provision of, any and confidentiality or standstill agreement to which such Transferor Party the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each Subject to the provisions of the Transferor Parties agrees that between this Section 6.2, from the date of this Agreement and until the earlier of Effective Time (a) or, if earlier, the Closing and (b) the valid termination of this AgreementAgreement in accordance with ARTICLE VIII) the Company shall not, none of the Transferor Parties nor any of and shall use its reasonable best efforts to cause its and its Subsidiaries and its and their respective Affiliatesdirectors, officersofficers and employees not to, managersand shall instruct its investment bankers, membersattorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to, directly or agents will indirectly: (i) solicit, initiate, consider, knowingly encourage or accept knowingly facilitate any other proposals inquiries or offers from the making of any Person (A) relating proposal or offer that constitutes, or could reasonably be expected to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any mergerlead to, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or an Acquisition Proposal; (ii) participate in any discussions, conversations, discussions or negotiations and other communications regarding, with any Person regarding any Acquisition Proposal; or furnish (iii) provide any non-public information concerning the Company or any of its Subsidiaries to any other Person in connection with any information with respect Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and direct its Representatives to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of immediately (a1) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, any discussions and negotiations and other communications with any Persons Person (other than Parent, Merger Sub and their Representatives) conducted heretofore theretofore with respect to any of the foregoing. Between the date of this Agreement Acquisition Proposal, or proposal that could reasonably be expected to lead to an Acquisition Proposal and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if cease providing any information to any such proposal Person or offerits Representatives, or any inquiry or other contact (2) with respect to any Person with respect theretowhom such discussions or negotiations have been terminated, is made promptly following the date hereof (and shallin any event within two Business Days hereof) request that such Person and its Representatives to return or destroy, in accordance with the terms of the applicable confidentiality agreement, any information furnished by or on behalf of the Company and shall take all necessary action to secure its rights and ensure the performance of any such notice Person’s obligations under any applicable confidentiality agreement, (3) promptly terminate all access granted to Parent, indicate in reasonable detail the identity of the any Person making such proposal, offer, inquiry and its Representatives to any physical or contact and the terms and conditions of such proposal, offer, inquiry electronic data rooms relating (or other contact. Between the date of this Agreement and the earlier of (adiligence access) the Closing and (b4) the termination of this Agreementnot terminate, each of the Transferor Parties agrees not towaive, without the prior written consent of the Acquiring Parties, release any Person from, amend or waive modify any provision of, of any existing confidentiality or standstill agreement with respect to which a potential Acquisition Proposal; provided that the foregoing shall not restrict the Company from (x) permitting a Person to request the waiver of a “standstill” or similar obligation or from granting such Transferor Party is a partywaiver, in each case, to the extent necessary to comply with fiduciary duties under applicable Law or (y) informing any Person of the terms of this Section 6.2.

No Solicitation or Negotiation. Each Subject to the terms of the Transferor Parties agrees that between Section ‎5.3(b), from the date of this Agreement and until the earlier to occur of (a) the Closing and (b) the termination of this Agreement pursuant to ‎Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective directors and officers not to, and will instruct its and its Subsidiaries’ respective other Representatives to, (x) cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section ‎5.3(a), (y) promptly following the execution of this Agreement deliver written notice to each such Person with whom such discussions or negotiations are ongoing that the Company is ending all such discussions or negotiations with such Person pursuant to this Agreement, none which written notice shall also request that such Person promptly return or destroy all confidential information concerning the Company and its Subsidiaries and (z) terminate any electronic data room access (or other diligence access) of any such Person. Subject to the terms of Section ‎5.3(b), from the date of this Agreement until the earlier to occur of the Transferor Parties nor termination of this Agreement pursuant to ‎Article VIII and the Effective Time, the Company will not, and will cause its Subsidiaries and its and their respective officers and directors not to, and will not instruct, authorize or knowingly permit any of their its and its Subsidiaries’ respective Affiliatesother Representatives to, officersdirectly or indirectly, managers, members, representatives or agents will (i) solicit, initiate, considerpropose or induce the making, encourage submission or accept announcement of, or knowingly encourage, facilitate or assist, any other proposals Inquiry, proposal or offers from offer that constitutes or could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (Aother than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to any acquisition or purchase of all the Company or any portion of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Transferor Interests Company or any Transferred Assets of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any Inquiries or the making of any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal (or Inquiries, communications, proposals, offers or any other effort or attempt that would reasonably be expected to lead to an Acquisition Proposal), in each case other than informing such Persons of the provisions contained in this Section ‎5.3; (iv) approve, endorse, recommend or knowingly take any action to make the provision of any “control share acquisition”, “business combination” or other similar anti-takeover Law inapplicable to an Acquisition Proposal; or (Bv) to enter into any mergerletter of intent, consolidationagreement in principle, business combinationmemorandum of understanding, recapitalizationmerger agreement, reorganization acquisition agreement or other extraordinary business transaction involving or otherwise Contract relating to the Business an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or (ii) participate in any discussionsother Contract relating to an Acquisition Transaction, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoingan “Alternative Acquisition Agreement”). Between From the date of this Agreement and until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to ‎Article VIII and the Effective Time, each the Company will be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Transferor Parties immediately shall cease Company Board (or any committee thereof) unless the Company Board has determined in good faith, after consultation with its outside counsel, that failure to take such action (I) would prohibit the counterparty from making an unsolicited Acquisition Proposal to the Company Board (or any committee thereof) in compliance with this Section ‎5.3 and cause (II) would be reasonably likely to be terminated all existing discussions, conversations, negotiations and other communications inconsistent with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyits fiduciary duties under applicable Law.

No Solicitation or Negotiation. Each of the Transferor Parties Company, the Sellers and the Founders agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none it will not, shall cause each of the Transferor Parties nor any of their its respective Affiliates, officers, managers, membersdirectors, representatives or agents will not to (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests share or registered capital of the Company or any Transferred Affiliate or of the Assets or (other than inventory to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidation, consolidation or other business combination, combination with the Company or any Affiliate or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company or any Affiliate or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do do, any of the foregoing. Between Each of the date of this Agreement Company, the Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Founders immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each Each of the Transferor Parties Company, the Sellers or the Founders, as the case may be, shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Each of the date of this Agreement Company, the Sellers and the earlier of (a) Founders agrees not to, and the Closing Company and (b) the termination of this Agreement, Founder shall cause each Affiliate of the Transferor Parties agrees Company not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company, any Affiliate of the Company, any Founder or any Seller is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between (a) Between the date of this Agreement hereof and the earlier to occur of (a) the Closing and (bx) the termination of this Agreement, none and (y) the Effective Time, the Company will not, and will cause its officers, directors, employees, agents, representatives and affiliates not to, directly or indirectly, take any of the Transferor Parties nor following actions with any of their respective Affiliates, officers, managers, members, representatives Person other than Parent or agents will its affiliates: (i) solicit, initiate, consider, entertain or encourage or accept any other proposals or offers from from, or conduct discussions with or engage in negotiations with any Person (A) relating to any possible acquisition or of the Company (whether by way of merger, purchase of all capital stock, purchase of assets, license, sublicense or otherwise), any portion of the Transferor Interests its voting stock, or securities which are convertible into voting stock, or any Transferred Assets other equity interest in the Company, in each case in excess of 5% of the aggregate voting capital of the Company, or any material part of its (tangible or intangible) assets (whether by way of purchase, license, sublicense or otherwise), other than in connection with (1) the Debt Conversion Agreements, (2) any conversion of the Stock Purchase Rights or (B3) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to issuance in connection with the Business or Seed Financing (a “Proposed Acquisition”); (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any provide information with respect to it to any Person, other than Parent and its affiliates, relating to, or otherwise cooperate in any way, assist or participate inwith, facilitate or encourage any effort or attempt by any other such Person to seek to do with regard to, any Proposed Acquisition of the foregoing. Between Company; or (iii) enter into any agreement with any Person providing for the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each Proposed Acquisition of the Transferor Parties Company. The Company will, and will cause officers, directors, employees, representatives, agents and Affiliates to, immediately shall cease and cause to be terminated all any existing activities, discussions, conversations, or negotiations and other communications with any Persons other than Parent and Merger Subsidiary conducted heretofore prior to the date hereof with respect to any Proposed Acquisition and shall notify any such Person with whom it has had any such discussions during the prior 180 days that the Company is no longer seeking the making of any Proposed Acquisition and thereby withdraws any request or consent theretofore given to the foregoingmaking of a Proposed Acquisition and shall request the return or destruction of any nonpublic information provided to any such Person in connection with any such activities, discussions or negotiations. Between Notwithstanding the date foregoing and subject to the prior execution by such Person or group of a confidentiality agreement substantially in the form of, and with terms at least as restrictive in all material respects on such Person or group as, the Confidentiality Agreement is on Parent, the Company may, at any time prior to the approval of this Agreement and by the earlier of Required Company Stockholder Vote, furnish information (aso long as all such information has previously been made available to Parent or Merger Subsidiary or is made available to Parent or Merger Subsidiary prior to or concurrently with the time such information is made available to such Person or group) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal to or offer, enter into discussions or any inquiry or other contact negotiations with any Person with respect thereto, is or group that has made an unsolicited bona fide written proposal for a Proposed Acquisition received after the date hereof and shall, in any such notice not resulting from a breach of this Section 6.6 only to Parent, indicate in reasonable detail the identity extent that (i) the Board of Directors of the Person making such proposalCompany determines in good faith, offerafter consultation with its outside financial advisor and outside legal counsel and after taking into account the legal, inquiry or contact financial, financing and the terms and conditions other aspects of such proposal, offerthat such Proposed Acquisition constitutes, inquiry or other contact. Between the date of this Agreement and the earlier of is reasonably likely to result in, a Superior Proposal (aas defined below), (ii) the Closing Board of Directors of the Company determines in good faith, after receiving advice of outside counsel, that the failure to take such action would constitute a breach of its fiduciary duties to the Company Stockholders under applicable Law and (biii) the termination of this Agreement, each of the Transferor Parties agrees not to, without the Company has provided Parent prior written consent notice of the Acquiring Parties, release its intent to take any Person from, or waive any provision of, any confidentiality or standstill agreement such action at least two (2) Business Days prior to which taking such Transferor Party is a partyaction.

No Solicitation or Negotiation. Each (a) The Company shall, and shall cause its subsidiaries, its affiliates and their respective officers and other employees, directors, representatives (including the Company Financial Advisor and any other investment banker and any attorneys and accountants) and agents to, immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Company also agrees promptly to request each person that has at any time heretofore executed a confidentiality agreement that governs such person's discussions with the Company or any of its representatives, at any time on or after January 1, 1999, of acquiring (whether by merger, acquisition of stock or assets or otherwise) the Company or any of its subsidiaries, if any, to return all confidential information heretofore furnished to such person by or on behalf of the Transferor Parties agrees Company or any of its subsidiaries and, if requested by Parent, to enforce such person's obligation to do so. Neither the Company nor any of its affiliates shall, nor shall the Company authorize or permit any of its or their respective officers, directors, employees, representatives or agents to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that between if the date Company Board determines in good faith, acting only after consultation with legal counsel of nationally recognized standing and in a manner consistent therewith, that the failure to do so would be a breach of its fiduciary duties to the Company's stockholders under the DGCL, the Company may, in response to a proposal or offer for a Company Acquisition that was not solicited and that the Company Board determines, based upon the opinion of the Company Financial Advisor (or another financial advisor of nationally recognized standing), is from a Third Party that is capable of consummating a Superior Proposal and only for so long as the Board of Directors so determines that its actions are likely to lead to a Superior Proposal, (i) furnish information to any such person only pursuant to a confidentiality agreement substantially in the same form as was executed by Parent prior to the execution of this Agreement and the earlier only if copies of (a) the Closing such information are concurrently provided to Parent, and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussionsdiscussions and negotiations regarding such proposal or offer; provided, conversationsfurther, negotiations nothing herein shall prevent the Company Board from taking and other communications regarding, or furnish disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any other Person any information with respect to, tender or otherwise cooperate exchange offer. The Company shall promptly (and in any way, assist event within twenty-four (24) hours after becoming aware thereof) (i) notify Parent in the event the Company or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of its subsidiaries or other affiliates or any of their respective officers, directors, employees and agents receives any proposal or inquiry concerning a Third Party Acquisition, including the foregoing. Between the date of this Agreement material terms and conditions thereof and the earlier identity of the party submitting such proposal, and any request for confidential information in connection with a potential Third Party Acquisition, (aii) provide a copy of any written agreements, proposals or other materials the Closing Company receives from any such person or group (or its representatives), (iii) provide Parent with copies of all information furnished to any such Person pursuant to Clause (i) of the preceding sentence if such information has not been previously furnished to Parent and (biv) the termination notify Parent of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore material changes or developments with respect to any of the foregoingmatters described in clauses (i) or (ii). Between The Company shall also advise Parent from time to time of the date status, at any time upon Parent's request, of this Agreement and the earlier of (a) the Closing and any such matters. (b) Except as set forth in this Section 4.3(b), the termination of this Agreement, each Company Board shall not withdraw or modify its recommendation of the Transferor Parties shall notify Parent promptly if any such proposal transactions contemplated hereby or offerapprove or recommend, or cause or permit the Company to enter into any inquiry letter of intent, agreement or other contact with any Person obligation with respect theretoto, any Third Party Acquisition. Notwithstanding the foregoing, if the Company Board by a majority vote determines in its good faith judgment, acting only after consultation with legal counsel of nationally recognized standing and in a manner consistent therewith, that it is made required to do so in order to comply with its fiduciary duties, the Company Board may withdraw its recommendation of the transactions contemplated hereby and shallapprove or recommend a Superior Proposal (as defined in subsection (c) below), in any such but only (i) after providing written notice to ParentParent (a "Notice of Superior Proposal") advising Parent that the Company Board has received a Superior Proposal, indicate in reasonable detail specifying the identity of the Person making such proposal, offer, inquiry or contact and the material terms and conditions of such proposalSuperior Proposal and identifying the person making such Superior Proposal and (ii) if Parent does not, offerwithin three (3) business days of Parent's receipt of the Notice of Superior Proposal, inquiry or other contact. Between make an offer that the date Company Board by a majority vote determines in its good faith judgment (based on the opinion of a financial advisor of nationally recognized reputation, which may be the Company Financial Advisor) to be at least as favorable to the Company's stockholders as such Superior Proposal; provided, however, that the Company shall not be entitled to enter into any binding agreement with respect to a Superior Proposal unless concurrently therewith this Agreement is terminated by its terms pursuant to Section 6.1 and the earlier Company pays all amounts due to Parent pursuant to Section 6.3. Any disclosure that the Company Board may be compelled to make with respect to the receipt of (a) the Closing and (b) the termination a proposal for a Third Party Acquisition or otherwise in order to comply with its fiduciary duties or Rule 14d-9 or 14e-2 will not constitute a violation of this Agreement, each provided that such disclosure does not contain any statements that violate this Section 4.3(b). (c) For the purposes of this Agreement, "Third Party Acquisition" means the occurrence of any of the Transferor Parties agrees not to, without following events: (i) the prior written consent acquisition of the Acquiring PartiesCompany by tender offer, release exchange offer, merger or otherwise by any Person fromperson (which includes a "person" as such term is defined in Section 13(d)(3) of the Exchange Act) other than Parent, Acquisition or any affiliate thereof (a "Third Party"); (ii) the acquisition by a Third Party of any material portion (which shall include fifteen percent (15%) or more) of the assets of the Company and its subsidiaries taken as a whole, other than the sale of its products in the ordinary course of business consistent with past practices consistent with past practices; (iii) the acquisition by a Third Party of fifteen percent (15%) or more of the outstanding Shares; (iv) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; (v) the repurchase by the Company or any of its subsidiaries of more than ten percent (10%) of the outstanding Shares; or (vi) the acquisition (or any group of acquisitions) by the Company or any of its subsidiaries by merger, purchase of stock or assets, joint venture or otherwise of a direct or indirect ownership interest or investment in any business (or businesses) whose annual revenues, net income or assets is equal or greater than ten percent (10%) of the annual revenues, net income or assets of the Company. For purposes of this Agreement, a "Superior Proposal" means any bona fide proposal (1) to acquire, directly or indirectly, for consideration consisting solely of cash and/or securities, all of the Shares then outstanding, or waive all or substantially all the assets, of the Company, (2) that contains terms that the Company Board by a majority vote determines in its good faith judgment (taking into account, as to the financial terms, the opinion of the Company Financial Advisor or another financial advisor of nationally recognized reputation) to be more favorable to the Company's stockholders than the Merger, provided that any provision offinancing required to consummate the transaction contemplated by the offer is either in the possession of the Third Party or committed or in the good faith determination of the Company Board, based upon the opinion of the Company Financial Advisor (or another financial advisor of nationally recognized standing), is likely to be obtained by such Third Party on a timely basis, (3) that the Company Board by a majority vote determines in its good faith judgment (following and based on consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation and its legal and other advisors) to be reasonably capable of being completed (taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal) and (4) that does not contain a "right of first refusal" or "right of first offer" with respect to any confidentiality or standstill agreement to which such Transferor Party is a partycounter-proposal that Parent might make. Section 4.4.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and or (b) the termination of this AgreementAgreement pursuant to Section 10.1 hereof, none of the Transferor Parties nor any of their Seller shall not, and shall cause its Affiliates and its and its Affiliates' respective Affiliatesdirectors, officersofficers and employees not to, managersand shall use reasonable best efforts to cause its representatives not to, members, representatives directly or agents will indirectly (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests Paramount Parks Shares or any Transferred Assets material assets of the Companies, the Company Subsidiaries and the Canadian Parks Business, as a whole or (B) to enter into any mergerbusiness combination with any of the Companies, consolidation, business combination, recapitalization, reorganization the Company Subsidiaries or other extraordinary business transaction involving or otherwise relating CBS Canada (with respect to the Business Canadian Parks Business) or (ii) participate in any discussions, conversations, negotiations and other communications regardingcommunications, regarding or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made made. Seller agrees not to, and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees cause CBS not to, without the prior written consent of the Acquiring PartiesParent, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller or CBS is a party.. EMPLOYEE MATTERS

No Solicitation or Negotiation. Each of The Company and the Transferor Parties agrees Sellers acknowledge that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Sellers or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will will, and the Company shall cause the Subsidiaries and their respective officers, directors, representatives or agents not to, (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or the Subsidiary Interests, or any Transferred Assets assets of any Register Entity (other than inventory to be sold in the ordinary course of business consistent with past practice) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business any Register Entity or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement The Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement Each Seller and the earlier of (a) Company agrees not to, and the Closing and (b) the termination of this Agreement, Company shall cause each of the Transferor Parties agrees other Register Entity not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Seller (to the extent relating to the Register Entities or the Business) or any Register Entity is a party.

No Solicitation or Negotiation. Each of Subject to Section 6.13, the Transferor Parties Company agrees that between from and after the date Signing Date until the occurrence of this Agreement and a Covenant Expiration Event, neither the earlier of (a) the Closing and (b) the termination of this AgreementCompany, none of the Transferor Parties nor any of their respective its Subsidiaries, Affiliates, officers, managers, membersdirectors, representatives or agents will will: (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets assets of the Company, or (Bii) to enter into any merger, consolidation, business combinationreorganization, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to combination with the Business Company (each of the events described in clauses (i) and (ii) an “Alternative Transaction”); or (iib) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do do, any of the foregoingAlternative Transaction. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between The Company shall notify the date of this Agreement Placement Agent and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent Investors promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Placement Agent and the Investors, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between This Section 6.10 shall not prohibit the date of this Agreement Company from initiating and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties conducting negotiations with respect to a Partnering Transaction. The Company agrees not to, without the prior written consent of the Acquiring PartiesRequisite Holders, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party it is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees Parent and Seller agree that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of the Transferor Parties neither Parent nor Seller, nor any of their respective Affiliates, officers, managers, members, representatives Affiliates or agents Representatives will (iA) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aother than Purchaser) (x) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or the Business, other than in connection with the sale of Inventory in the Ordinary Course of Business, or (By) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination or other extraordinary business transaction involving transaction, except in the case of this clause (y) as would not have a Material Adverse Effect or otherwise relating as would not materially impair or delay the ability of Parent and Seller to perform their respective obligations under this Agreement, (B) release any Person from, or waive any provision of, any confidentiality agreement that relates to the Business Assets or the Business, or (iiC) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person (other than Purchaser) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement Parent and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement Parent and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentPurchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the principal terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each Subject to the terms of the Transferor Parties agrees that between the date of this Agreement and Section 5.3(b), from December 11, 2020 until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article VIII and the Offer Acceptance Time, none of the Transferor Company Parties nor will cease and cause to be terminated any of their respective discussions or negotiations with any Person and its Affiliates, directors, officers, managersemployees, membersconsultants, agents, representatives and advisors (collectively, “Representatives”) that would be prohibited by this Section 5.3(a), request the prompt return or agents destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the six month period immediately preceding December 11, 2020 and will (A) cease providing any further information with respect to the Company Parties or any Acquisition Proposal to any such Person or its Representatives; and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms of Section 5.3(b), from December 11, 2020 until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Offer Acceptance Time, the Company Group will not, and will not instruct, authorize or knowingly permit any of its Representatives to, directly or indirectly, (i) solicit, initiate, considerpropose or induce the making, encourage submission or accept announcement of, or knowingly encourage, facilitate or assist, any other proposals proposal or offers from inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (A) relating other than to any acquisition or purchase of all the Parent Entities or any portion designees of the Transferor Interests or Parent Entities) any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise non-public information relating to the Business Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (ii) participate other than the Parent Entities or any designees of the Parent Entities), in any discussionssuch case with the intent to induce the making, conversations, negotiations and other communications regardingsubmission or announcement of, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate inknowingly encourage, facilitate or encourage assist, any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offerinquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiry inquiries or other contact the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect thereto, is made to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 5.3 and shall, in any such notice to Parent, indicate in reasonable detail the identity of contacting the Person making such proposal, offer, inquiry or contact and the Acquisition Proposal to the extent necessary to clarify the terms and conditions of such proposalthe Acquisition Proposal); (iv) approve, offerendorse or recommend any proposal that constitutes, inquiry or is reasonably expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other contactContract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). Between the date of this Agreement and From December 11, 2020 until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article VIII and the Company Merger Effective Time, each of the Transferor Parties agrees Company will not tobe required to enforce, without the prior written consent of the Acquiring Partiesand will be permitted to waive, release any Person from, or waive any provision of, of any standstill or confidentiality agreement solely to the extent that such provision prohibits or standstill agreement purports to which such Transferor Party is prohibit a partyconfidential proposal being made to the Company Board (or any committee thereof).

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none neither Seller nor any of the Transferor Parties its subsidiaries nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aother than Purchaser) (i) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (Bother than Inventory to be sold in the ordinary course of the Business consistent with past practice), (ii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with Seller that could reasonably be expected to affect the Business or the Assets or that would delay or interfere with the transactions contemplated by this Agreement; (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business or the Assets or that could reasonably be expected to delay or interfere with the transactions contemplated by this Agreement, or (iiiv) release any Person from, or waive any provision of, any confidentiality agreement that relates to the Business or the Assets or any standstill agreement to which Seller is a party, or (b) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person (other than Purchaser) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentPurchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the principal terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each For so long as Buyer is not in material uncured breach of this Agreement, each of Seller and the Transferor Parties Shareholders agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none neither of Seller nor the Transferor Parties Shareholders, nor any of their respective Affiliates, directors, officers, managers, members, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all Seller’s capital stock or any portion material assets of the Transferor Interests or any Transferred Assets or Tomco Business (Bother than Inventory to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any mergerbusiness combination with Seller, consolidation, business combination, recapitalization, reorganization or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to Seller (any of the Business events described in (i), (ii), and (iii), being an “Acquisition Proposal”); or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek or to do any of the foregoingconsummate an Acquisition Proposal. Between the date of this Agreement Seller and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Shareholders immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoingAcquisition Proposal. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller agrees not to, without the Buyer’s prior written consent of the Acquiring Partiesconsent, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller is a party.

No Solicitation or Negotiation. Each Subject to the terms of the Transferor Parties agrees that between Section 5.3(b), from the date of this Agreement and until the earlier to occur of (a) the Closing and (b) the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will (x) cease and cause to be terminated any discussions or negotiations with any Person and its Affiliates, directors, officers, employees, consultants, agents, representatives and advisors (collectively, “Representatives”) that would be prohibited by this Section 5.3(a), (y) except as requested by Parent, promptly following the execution of this Agreement deliver written notice to each such Person with whom such discussions or negotiations are ongoing that the Company is ending all such discussions or negotiations with such Person pursuant to this Agreement, none which written notice shall also request that such Person promptly return or destroy all confidential information concerning the Company and its Subsidiaries and (z) except as requested by Parent, terminate any electronic data room access (or other diligence access) of any such Person. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the Transferor Parties nor termination of this Agreement pursuant to Article VIII and the Effective Time, except with the prior written consent of or at the request of Parent in connection with a Carveout Transaction, the Company and its Subsidiaries will not, will cause its officers and directors not to, and will not instruct, authorize or knowingly permit any of their other respective AffiliatesRepresentatives to, officersdirectly or indirectly, managers, members, representatives or agents will (i) solicit, initiate, considerpropose or induce the making, encourage submission or accept announcement of, or knowingly encourage, facilitate or assist, any Inquiry, proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any Inquiries or the making of any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal (or Inquiries, communications, proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion other effort or attempt that could reasonably be expected to lead to an Acquisition Proposal), in each case, other than informing such Persons of the Transferor Interests provisions contained in this Section 5.3; (iv) approve, endorse recommend or knowingly take any Transferred Assets action to make the provision of any “control share acquisition”, “business combination” or other similar anti-takeover Law inapplicable to an Acquisition Proposal; or (Bv) to enter into any mergerletter of intent, consolidationagreement in principle, business combinationmemorandum of understanding, recapitalizationmerger agreement, reorganization acquisition agreement or other extraordinary business transaction involving or otherwise Contract relating to the Business an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or (ii) participate in any discussionsother Contract relating to an Acquisition Transaction, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoingan “Alternative Acquisition Agreement”). Between From the date of this Agreement and until the earlier to occur of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause Agreement pursuant to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement Article VIII and the earlier of (a) Effective Time, the Closing Company will be required to enforce, and (b) the termination of this Agreementwill not be permitted to waive, each of the Transferor Parties shall notify Parent promptly if any such proposal terminate or offermodify, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, of any confidentiality or standstill agreement unless the Company Board concludes in good faith, after consultation with its outside counsel, that the failure to which such Transferor Party is a partyso waive, terminate or modify or fail to enforce would be inconsistent with the Company Board’s fiduciary duties under applicable Law.

No Solicitation or Negotiation. Each of the Transferor Parties agrees The Sellers agree that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of the Transferor Parties Sellers, the Company, the Subsidiaries nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Subsidiary or assets of the Company or any Subsidiary (Bother than Inventory to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with the Company or any Subsidiary or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Sellers agrees not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any of the Sellers, the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and (a) Until the earlier of (a) the ------------------------------ Closing and (b) Date or the termination of this AgreementAgreement in accordance with its terms, none of no Seller shall, directly or indirectly, through any officer, director, agent or otherwise, and the Transferor Parties nor any of their respective AffiliatesSellers shall cause each Group Member not to, officers, managers, members, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals proposal or offers offer from any Person person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests assets of, or any Transferred Assets equity interest in, the Group or (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with any Group Member or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business any Group Member or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person person any information with respect to, or otherwise cooperate in any wayway with, or assist or participate in, facilitate or encourage encourage, any effort or attempt by any other Person person to do or seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Seller shall immediately shall cease and cause to be terminated all existing discussionsagreements, conversationsarrangements, discussions or negotiations and other communications with any Persons parties conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent Buyer promptly if any such proposal or offer, or any inquiry or other contact with any Person person with respect thereto, is made and shall, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement No Seller shall, and the earlier of (a) Sellers shall cause the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Group Members not to, without the prior written consent of the Acquiring Parties, release any Person third party from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Seller or Group Member is a party.. Without limiting any remedy that may otherwise be available to the Buyer (including an action for damages), the Buyer shall be entitled to injunctive relief in the event of any breach or threatened breach of the provisions of this Paragraph 5.5

No Solicitation or Negotiation. Each of Except as expressly permitted by this Section 6.2 (including as provided in the Transferor Parties agrees that between the date last sentence of this Agreement paragraph), the Company and its Subsidiaries and their respective officers and directors shall, and the Company shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ Representatives to, (i) at 12:00 a.m. on January 23, 2011 (the “No-Shop Period Start Date”) immediately cease any discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and (ii) from the No-Shop Period Start Date until the earlier of (a) the Closing Acceptance Time and (b) the termination of this AgreementAgreement in accordance with Article VIII, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person not (A) relating to initiate, solicit, propose or knowingly encourage (including by providing non-public information) any acquisition inquiries or purchase the making of all any proposal or any portion of the Transferor Interests or any Transferred Assets or offer that constitutes an Acquisition Proposal, (B) to engage in, enter into any mergerinto, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regarding, or furnish provide any non-public information or data concerning the Company or its Subsidiaries to any other Person any information with respect or group of Persons relating to, any Acquisition Proposal, (C) otherwise knowingly cooperate with or otherwise cooperate in any way, assist or participate in, or facilitate any such inquiries, proposals, discussions or encourage negotiations or any effort or attempt by to make an Acquisition Proposal, (D) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other Person similar agreement relating to seek any Acquisition Proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, or (E) resolve to propose or agree to do any of the foregoing. Between Any breach by Representatives of the date Company or its Subsidiaries of this Agreement and Section 6.2(b) shall be deemed to be a breach by the earlier of (a) Company. The parties hereto agree that, notwithstanding the Closing and (b) the termination of this Agreement, each commencement of the Transferor Parties immediately shall cease and cause obligations of the Company under this Section 6.2(b) on the No-Shop Period Start Date, the Company may continue to be terminated all existing discussions, conversations, negotiations and other communications engage in the activities permitted in Section 6.2(a)(ii) with any Persons conducted heretofore respect to an Excluded Party until the end of the Tender Offer Extension (the “Cut-off Date”) including with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any amended or revised proposal submitted by such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyExcluded Party.

No Solicitation or Negotiation. Each Except as expressly permitted by this Section 5.4 (including Section 5.4(c)) and except as may relate to any Excluded Party (for so long as such Person or group of Persons is an Excluded Party) until the Transferor Parties agrees that between Cut-Off Date, the Company and its Subsidiaries and their respective officers and directors shall, and the Company shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ other Representatives to, (i) at 12:00 a.m. on the 31st calendar day after the date of this Agreement (the “No-Shop Period Start Date”) immediately cease and terminate any and all existing activities, discussions or negotiations with any Persons (other than Parent, Merger Sub and their respective Representatives) that may be ongoing with respect to an Acquisition Proposal and (ii) from the No-Shop Period Start Date, (A) to the extent permitted by any applicable confidentiality agreement, demand that any Person (or its Representatives) in possession of confidential information about the Company that was furnished by or on behalf of the Company return or destroy all such information, (B) immediately terminate access to any Person (other than Parent, Merger Sub, Sponsor, the Financing Sources and their respective Representatives) to any data room maintained by the Company with respect to the transactions contemplated by this Agreement, and (C) until the earlier of (a) the Closing and (b) Effective Time or the termination of this AgreementAgreement in accordance with Article VII, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will not (i1) solicit, initiate, considersolicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutes an Acquisition Proposal, encourage or accept any other proposals or offers from any Person (A2) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to engage in, enter into any mergerinto, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regarding, or furnish provide any information or data concerning the Company or its Subsidiaries to any other Person any information with respect relating to, any Acquisition Proposal, or (3) otherwise cooperate in knowingly facilitate any waysuch inquiries, assist proposals, discussions or participate in, facilitate negotiations or encourage any effort or attempt by any other Person to seek make an Acquisition Proposal, or publicly propose to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees The Sellers agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Sellers, the Company, the Subsidiaries or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Subsidiary or assets of the Company or any Subsidiary (other than Inventory to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidationconsolidation or other business combination with the Company, business combination, any Subsidiary or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe 34 44 Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Sellers agree not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Sellers, the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that The NYSE Companies and NASD agree that, between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor NYSE Companies, NASD or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will shall (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement The NYSE Companies and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties NASD immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between The NYSE Companies, on the date of this Agreement one hand, and NASD, on the earlier of (a) the Closing and (b) the termination of this Agreementother hand, each of the Transferor Parties shall notify Parent the other promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentnotice, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement The NYSE Companies and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees NASD agree not to, without the prior written consent of the Acquiring Partiesother party (such consent not to be unreasonably withheld or delayed), release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any NYSE Company or NASD, as applicable, is a partyparty that relates to the Transferred Assets.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Sellers, the Company, any Subsidiary or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital of the Company or any Transferred Subsidiary or the Assets (other than Inventory to be sold in the ordinary course of business consistent with past practice) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Seller shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Each Seller agrees not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Seller, the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that ------------------------------ between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Sellers, the Company, or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets or assets of the Company (other than Inventory to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with the Sellers or the Company or (C) to enter into any other extraordinary business transaction involving or otherwise relating to the Business Sellers or the Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Sellers agrees not to, and to cause the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementCompany, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Sellers, or the Company is a party.

No Solicitation or Negotiation. Each Subject to the terms of the Transferor Parties agrees that between Section 5.3(b), from the date of this Agreement and until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article VIII and the Company Merger Effective Time, none of the Transferor Company Parties nor will cease and cause to be terminated any of their respective discussions or negotiations with any Person and its Affiliates, directors, officers, managersemployees, membersconsultants, agents, representatives and advisors (collectively, “Representatives”) that would be prohibited by this Section 5.3(a), request the prompt return or agents destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the six month period immediately preceding the date hereof and will (A) cease providing any further information with respect to the Company Parties or any Acquisition Proposal to any such Person or its Representatives; and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms of Section 5.3(b), from the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time, the Company Group will not, and will not instruct, authorize or knowingly permit any of its Representatives to, directly or indirectly, (i) solicit, initiate, considerpropose or induce the making, encourage submission or accept announcement of, or knowingly encourage, facilitate or assist, any other proposals proposal or offers from inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (A) relating other than to any acquisition or purchase of all the Parent Entities or any portion designees of the Transferor Interests or Parent Entities) any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise non-public information relating to the Business Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (ii) participate other than the Parent Entities or any designees of the Parent Entities), in any discussionssuch case with the intent to induce the making, conversations, negotiations and other communications regardingsubmission or announcement of, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate inknowingly encourage, facilitate or encourage assist, any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offerinquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiry inquiries or other contact the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect thereto, is made to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 5.3 and shall, in any such notice to Parent, indicate in reasonable detail the identity of contacting the Person making such proposal, offer, inquiry or contact and the Acquisition Proposal to the extent necessary to clarify the terms and conditions of such proposalthe Acquisition Proposal); (iv) approve, offerendorse or recommend any proposal that constitutes, inquiry or is reasonably expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other contactContract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). Between From the date of this Agreement and hereof until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article VIII and the Company Merger Effective Time, each of the Transferor Parties agrees Company will not tobe required to enforce, without the prior written consent of the Acquiring Partiesand will be permitted to waive, release any Person from, or waive any provision of, of any standstill or confidentiality agreement solely to the extent that such provision prohibits or standstill agreement purports to which such Transferor Party is prohibit a partyconfidential proposal being made to the Company Board (or any committee thereof).

No Solicitation or Negotiation. Each Subject to the terms of the Transferor Parties agrees that between Section 5.3(b), from the date of this Agreement and until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article VIII and the Effective Time, none the Company will cease and cause to be terminated any discussions or negotiations with and terminate any data room access (or other diligence access) of the Transferor Parties nor any of their respective Person and its Affiliates, directors, officers, managersemployees, membersconsultants, agents, representatives and advisors (collectively, “Representatives”) relating to any Acquisition Transaction. Promptly following the date of this Agreement, the Company will request that each Person (other than Parent and its Representatives) that has, prior to the date of this Agreement, executed a confidentiality agreement in connection with its consideration of acquiring the Company to promptly return or agents destroy all non-public information furnished to such Person by or on behalf of the Company or any of its Subsidiaries prior to the of this Agreement in accordance with the terms of such confidentiality agreement. Subject to the terms of Section 5.3(b) and Section 5.3(d), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries and their respective directors, executive and other officers will not, and the Company will not authorize or direct any of its or its Subsidiaries’ employees, consultants or other Representatives to, directly or indirectly, (i) solicit, initiate, considerpropose or induce the making, encourage submission or accept announcement of, or knowingly encourage, facilitate or assist, any other proposals proposal that constitutes, or offers from is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (Aother than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to any acquisition or purchase of all the Company or any portion of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Transferor Interests Company or any Transferred Assets of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (Biii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal, or with respect to any inquiries from third Persons relating to making a potential Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (v) enter into any mergerletter of intent, consolidationmemorandum of understanding, business combinationmerger agreement, recapitalization, reorganization acquisition agreement or other extraordinary business transaction involving or otherwise Contract relating to the Business an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (iivi) participate in any discussions, conversations, negotiations and other communications regarding, authorize or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek commit to do any of the foregoing. Between From the date of this Agreement and until the earlier to occur of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause Agreement pursuant to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement Article VIII and the earlier Effective Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partycommittee thereof).

No Solicitation or Negotiation. Each of The Company, the Transferor Parties agrees Sellers and the Founders agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementAgreement without fault of the Company, the Affiliates, the Founders or the Sellers, none of the Transferor Parties nor Company, the Affiliates, the Founders, the Sellers or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests share or registered capital of the Company or any Transferred Affiliate or of the Assets or (other than inventory to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidation, consolidation or other business combination, combination with the Company or any Affiliate or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company or any Affiliate or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do do, any of the foregoing. Between The Company, the date of this Agreement Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Founders immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between The Company, the date of this Agreement and Sellers or the earlier of (a) Founders, as the Closing and (b) the termination of this Agreementcase may be, each of the Transferor Parties shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Company, the date of this Agreement Sellers and the earlier of (a) Founders agree not to, and to cause the Closing Company and (b) the termination of this Agreement, each of the Transferor Parties agrees Affiliate not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company, any Affiliate any Founder or any Seller is a party.

No Solicitation or Negotiation. Each of the Transferor Parties The Company agrees that between the date of that, except as permitted by this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementSection 5.02, none of the Transferor Parties neither it nor any of their respective Affiliatesits Subsidiaries nor any of the officers, directors and management-level employees of it or its Subsidiaries shall, and it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ other employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, managersemployees, membersinvestment bankers, representatives attorneys, accountants and other advisors or agents will representatives, collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate, considersolicit or knowingly take any action to facilitate, solicit or encourage any Acquisition Proposal or accept the making of any other proposals or offers from any Person (A) relating proposal that would reasonably be expected to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) lead to enter into any mergeran Acquisition Proposal, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regarding, or furnish or provide any non-public information to any other Person in connection with, any information with respect Acquisition Proposal, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate in any wayknowingly assist, assist or participate in, facilitate or encourage any effort relating to an Acquisition Proposal by, any Person that is seeking to make, or attempt has made, an Acquisition Proposal, (iii) except as required by applicable Law, amend or grant any other Person to seek to do waiver or release under any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries or (iv) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal. In furtherance of the foregoing. Between , except as permitted by this Section 5.02, the date of this Agreement Company shall, and the earlier of (a) the Closing shall cause its Subsidiaries and (b) the termination of this Agreementits and its Subsidiaries’ respective officers, each of the Transferor Parties directors and employees to, and shall notify Parent promptly if instruct and use its reasonable best efforts to cause its and its Subsidiaries’ respective other Representatives to, immediately cease any such proposal or offersolicitation, discussions, or any inquiry or other contact negotiations with any Person (other than Parent, Parent’s Affiliates and their respective Representatives) with respect thereto, is made to any Acquisition Proposal or other proposal that could reasonably be expected to lead to an Acquisition Proposal that existed on or prior to the date hereof. The Company shall promptly request the return or destruction of all non-public information furnished by or on its behalf to any Person and shall, in any such notice to its Representatives (other than Parent, indicate in reasonable detail Parent’s Affiliates and their respective Representatives) with respect to any Acquisition Proposal prior to the identity date hereof. It is understood that any violation of the Person making such proposalrestrictions on the Company set forth in this Section 5.02 by any Subsidiary of the Company, offerby any director, inquiry officer or contact and management-level employee of the terms and conditions Company or any of such proposal, offer, inquiry its Subsidiaries or other contact. Between any of the date Company’s Representatives shall be deemed a breach of this Agreement and Section 5.02 by the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyCompany.

No Solicitation or Negotiation. Each of the Transferor Parties ITTI agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this the Agreement, none of ITTI or any of its Subsidiaries (including the Transferor Parties Brake Companies and the Asset Sellers) nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person person (Ai) relating primarily to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of any Brake Company or assets of the Asset Sellers or any Transferred Assets or portion of the Business (Bother than Inventory to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with any Seller or Brake Company in connection with the Business or (iii) to enter into any other extraordinary business transaction principally involving or otherwise relating principally to any Brake Company or any portion of the Business Business, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties ITTI immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties ITTI shall notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity shall notify Purchaser of the Person making such proposal, offer, inquiry or contact and the principal terms and conditions of such proposalthereof. ITTI agrees not to, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, to cause each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person person from, or waive any 113 105 provision of, any confidentiality or standstill agreement to which such Transferor Party ITTI, any Brake Company or any Asset Seller, in connection with the Business, is a party.

No Solicitation or Negotiation. Each of the Transferor Parties The Seller agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the valid termination of this Agreement, none of neither the Transferor Parties Seller nor any of their respective the Seller’s Affiliates, officers, managers, members, representatives directors or agents Representatives will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aother than Buyer) (i) relating to any acquisition acquisition, license or purchase of all or any portion of the Transferor Interests or any Transferred Assets or the Business other than in the ordinary course of business, (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or the Transferred Assets, in each case that could reasonably be expected to delay or interfere with the Acquisition or the other transactions contemplated by this Agreement, (iiiii) release any Person from, or waive any provision of, any confidentiality agreement that relates to the Business or the Transferred Assets or any standstill agreement to which the Seller is a party, or (iv) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person (other than the Buyer) any information with respect to, or otherwise cooperate in any way, assist 40 or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller shall notify Parent the Buyer promptly in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the principal terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of The Seller and the Transferor Parties Parent agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of the Transferor Parties Seller, the Parent, the Company, the Subsidiaries nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Subsidiary or assets of the Company or any Subsidiary (Bother than Inventory to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with the Company or any Subsidiary or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement The Seller and the earlier of (a) the Closing and (b) the termination of this Agreement, Parent each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement The Seller and the earlier of (a) the Closing and (b) the termination of this Agreement, Parent each of the Transferor Parties shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement The Seller and the earlier of (a) Parent each agrees not to, and to cause the Closing Company and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Seller, the Parent, the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of Subject to the Transferor Parties agrees that between the date terms of this Agreement and Section 5.3, from the No-Shop Period Start Date until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article VIII and the Effective Time, none the Company will, will cause its directors, officers and employees to, and will instruct its other Representatives to, cease and cause to be terminated any discussions or negotiations with any Person and its Representatives (other than with respect to, in each case, any Excluded Party and its Representatives, but only for so long as such Person is and remains an Excluded Party) that would be prohibited by this Section 5.3(b), request the prompt return or destruction of all non-public information concerning the Company theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the six month period immediately preceding the No-Shop Period Start Date and will (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives; and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms of Section 5.3(c), from the No-Shop Period Start Date until the earlier to occur of the Transferor Parties nor termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not, and will not instruct, authorize or knowingly permit any of their respective Affiliatesits Representatives to, officersdirectly or indirectly, managers, members, representatives or agents will (i) solicit, initiate, considerpropose or induce the making, encourage submission or accept announcement of, or knowingly encourage, facilitate or assist, any other proposals proposal or offers from any Person (A) relating inquiry that constitutes, or is reasonably expected to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any mergerlead to, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or an Acquisition Proposal; (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore than with respect to any Excluded Party (and in the case of an Excluded Party, only for so long as the applicable Person is and remains an Excluded Party), furnish to any Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the foregoing. Between the date Company (other than Parent, Merger Sub or any designees of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementParent or Merger Sub), each of the Transferor Parties shall notify Parent promptly if in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or offerinquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiry inquiries or other contact the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect theretoto an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or is made and shallreasonably expected to lead to, in an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such notice to Parentletter of intent, indicate in reasonable detail the identity memorandum of the Person making such proposalunderstanding, offermerger agreement, inquiry or contact and the terms and conditions of such proposal, offer, inquiry acquisition agreement or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party”).

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between From the date of this Agreement and hereof until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article VIII and the Closing, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will Company shall (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussionsany discussions or negotiations with any Person and its Affiliates and their respective directors, conversationsofficers, negotiations employees, investment bankers, attorneys, accountants and other communications with advisors or representatives (collectively, “Representatives”) that would be prohibited by this Section 5.3(a) and (ii) terminate all physical and electronic data room access previously granted to any Persons conducted heretofore such Person, its Affiliates and their respective Representatives. From the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Closing, the Company and its Subsidiaries shall not, and shall cause their respective directors, officers and employees, and shall instruct their other Representatives not to, directly or indirectly: (A) solicit, initiate or propose the making, submission or announcement of, or knowingly encourage, induce, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that could reasonably be expected to lead to an Acquisition Proposal; (B) furnish to any Person (other than Purchaser, the Viking Purchaser (solely with respect to the Viking Transaction) or their respective Representatives) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the foregoingbusiness, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case to knowingly encourage, facilitate or assist an Acquisition Proposal or any inquiries relating to, or the making of, any proposal that could reasonably be expected to lead to an Acquisition Proposal; (C) participate, continue or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 5.3 or contacting such Person making any unsolicited Acquisition Proposal to clarify the terms and conditions thereof); (D) approve, endorse or recommend an Acquisition Proposal; or (E) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). Between From the date of this Agreement and until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article VIII and the Closing, each the Company shall not be required to enforce, and shall be permitted to waive, any provision of any standstill or confidentiality agreement to permit any proposal to be made to the Company Board (or any committee thereof). In furtherance and not in limitations of the Transferor Parties shall notify Parent promptly other provisions of this Section 5.3, the Company agrees that if it (i) permits any such proposal of its Representatives (other than an employee or offer, consultant of the Company who is not an executive officer of the Company) to take any action or any inquiry or other contact with any Person with respect thereto, (ii) is made aware of an action by one of its Representatives (other than an employee or consultant of the Company who is not an executive officer of the Company) and shalldoes not use its reasonable best efforts to prohibit or terminate such action and, in any each case, such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date action would constitute a material breach of this Agreement and Section 5.3 if taken by the Company during the period from the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article VIII and the Closing, each then such action shall be deemed to constitute a breach by the Company of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partythis Section 5.3.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and Until the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with Article VI or the Closing Date, none of the Transferor Parties nor Company will not, and will not cause the Subsidiary or any of its affiliates or any of its or their respective Affiliates, officers, managers, membersdirectors, representatives or agents will to, directly or indirectly: (ia) solicit, initiate, consider, encourage encourage, facilitate, induce or accept any other proposals proposal, offer or offers inquiry from any Person person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets or assets of the Company, (Bii) to enter into any merger, consolidation, business combinationreorganization, recapitalization, reorganization or other extraordinary business transaction involving combination with the Company, or otherwise (iii) relating to any acquisition by the Business Company following which the stockholders of the Company immediately preceding the consummation of such acquisition cease to hold at least eighty-five percent (85%) of the outstanding equity of the Company immediately following such acquisition (each of the events described in clauses (i), (ii) and (iii) an “Alternative Transaction”), or (iib) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person person any information with respect to, or otherwise cooperate in any way, assist or participate in, encourage or facilitate or encourage any effort or attempt by any other Person person to seek to do do, any of the foregoingAlternative Transaction. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement , and the earlier of (a) the Closing and (b) the termination of this Agreement, each shall promptly inform such persons of the Transferor Parties obligations undertaken in this Section 4.4. The Company shall notify Parent the Purchaser promptly (and in any event within twenty-four (24) hours) if any such proposal proposal, offer or offer, or any inquiry or other contact with any Person person with respect thereto, thereto is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person person making such proposal, offer, inquiry or contact and indicate in reasonable detail the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company agrees not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party it is a party.

No Solicitation or Negotiation. Each of Except as expressly permitted by this Section 6.2 (including Section 6.2(c)) and except as may relate to any Excluded Party, the Transferor Parties agrees Company and its Subsidiaries and their respective directors and officers shall, and the Company shall direct its and its Subsidiaries’ other Representatives to, (i) at 12:01 a.m. on July 3, 2013 the (“No-Shop Period Start Date”) immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that between may be ongoing with respect to an Acquisition Proposal and request promptly thereafter that such persons return or destroy all confidential information concerning the date of this Agreement Company and its Subsidiaries provided by the Company or its Subsidiaries or Representatives and (ii) from the No-Shop Period Start Date until the earlier of (a) the Closing Effective Time and (b) the termination of this AgreementAgreement in accordance with Article VIII, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person not (A) relating initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes or could reasonably be expected to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or lead to an Acquisition Proposal, (B) engage in or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data concerning the Company or its Subsidiaries to any Person relating to, or that could reasonably be expected to lead to, any Acquisition Proposal, (C) enter into any mergerletter of intent, consolidationmemorandum of understanding, business combinationacquisition agreement, recapitalizationmerger agreement or similar definitive agreement (other than a confidentiality agreement referred to in Section 6.2(a)) providing for any Acquisition Proposal or requiring the Company to abandon, reorganization terminate, breach or other extraordinary business transaction involving or otherwise relating fail to consummate the Business transactions contemplated by this Agreement (an “Alternative Acquisition Agreement”), or (iiD) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, knowingly facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partymake an Acquisition Proposal.

No Solicitation or Negotiation. Each of (1) Sirius will, and will cause the Transferor Parties agrees that between the date of this Agreement Sirius Subsidiaries and the earlier of (a) the Closing its and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersemployees and Affiliates, membersand shall direct each of its and the Sirius Subsidiaries’ other Representatives (to the extent acting on behalf of Sirius) to, representatives immediately cease and cause to be terminated any discussions or agents negotiations with any person conducted heretofore with respect to any Sirius Acquisition Proposal. Sirius will not, and will cause the Sirius Subsidiaries and its and their respective directors, officers, employees and Affiliates, and shall direct each of its and the Sirius Subsidiaries’ other Representatives (ito the extent acting on behalf of Sirius) not to, directly or indirectly, (I) solicit, initiate, consider, or knowingly encourage or accept knowingly facilitate inquiries or proposals for, or engage in any other proposals negotiations concerning, or offers from provide any Person (A) confidential or nonpublic information or data to, or have any discussions with, any person relating to any acquisition inquiry, proposal or purchase of all offer that constitutes, or any portion of the Transferor Interests or any Transferred Assets or could reasonably be expected to lead to, a Sirius Acquisition Proposal, (BII) to enter into any mergerengage in, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regarding, or furnish to any other Person person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, a Sirius Acquisition Proposal, or (III) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, or agreement in principle with respect to, or otherwise cooperate to a Sirius Acquisition Proposal. As promptly as practicable following the date hereof (but in any wayevent within three (3) business days of the date hereof), assist Sirius shall: (1) withdraw and terminate access that was granted to any person (other than the Other Parties and their respective Representatives) to any “data room” (virtual or participate in, facilitate physical) that was established in connection with the Transactions and (2) exercise and use reasonable best efforts to enforce any contractual rights available to Sirius to cause each person (other than the Other Parties and their respective Representatives) who received non-public or encourage any effort or attempt by any other Person to seek to do confidential information of any of Sirius or any Sirius Subsidiary to promptly return to Sirius or destroy such information; provided, however, notwithstanding anything to the foregoingcontrary contained in this Agreement, Sirius shall be permitted to waive or fail to enforce any provision of any confidentiality, “standstill” or similar obligation to permit a person to make a confidential Sirius Acquisition Proposal directly to the Sirius Board (or a duly authorized committee thereof) if the Sirius Board (or a duly authorized committee thereof) determines in good faith that any such failure to waive or to not enforce would result in a breach of its duties under applicable Law. Between Notwithstanding anything in this Agreement to the contrary, if at any time after the date of this Agreement and prior to the earlier time, but not after, the Sirius Requisite Vote is obtained, Sirius and its Representatives may (A) provide information in response to a request therefor by a person or persons who has made a written Sirius Acquisition Proposal that did not result from a material breach of this Section 6.02(a) if Sirius receives from the person or persons so requesting such information an executed confidentiality agreement (acontaining a standstill provision and other provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Sirius not materially less favorable to Sirius than the provisions of the Confidentiality Agreements) and, as contemplated below, Sirius discloses to the Closing Other Parties (and, if applicable, provides copies to the Other Parties of) such written Sirius Acquisition Proposal and any nonpublic information provided to such person or persons to the extent not previously so provided to such Other Party, and (bB) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, engage or participate in any discussions or negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any person who has made such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior a written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.Sirius 117

No Solicitation or Negotiation. Each of The Sellers and the Transferor Parties agrees Merging Corporation agree that between the date of this Agreement and the earlier of (ai) the Closing Effective Time and (bii) the termination of this Agreement, none of the Transferor Parties Sellers nor the Merging Corporation nor any of their respective Affiliatesaffiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, considercon sider, encourage or accept any other proposals or offers from any Person person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Merging Corporation or any Transferred Assets or assets of the Merging Corporation, (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with the Merging Corporation or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business Merging Corporation, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person person any information with respect to, or otherwise cooperate cooperation in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person person to seek to do any of the foregoing. Between the date of this Agreement The Merging Corporation and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement The Merging Corporation and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Sellers shall notify the Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person person with respect thereto, is made and shall, in any such notice to the Parent, indicate in reasonable detail the identity of the Person person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Except as required pursuant to applicable law, the date of this Agreement Merging Corporation and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Sellers agree not to, without the prior written consent of the Acquiring PartiesParent, release any Person person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Seller or the Merging Corporation is a party.

No Solicitation or Negotiation. Each of the Transferor Parties The Company agrees that between the date of this Agreement and the earlier of (ai) the Closing Effective Time and (bii) the termination of this Agreement, none of the Transferor Parties Company, and its Subsidiaries nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Subsidiary (other than the exercise or conversion of outstanding options) or assets of the Company or any Subsidiary (Bother than inventory to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with the Company or any Subsidiary or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business Company or any Subsidiary, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify Parent Apro promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentApro, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement The Company agrees not to, and the earlier of (a) the Closing and (b) the termination of this Agreement, to cause each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesApro, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties The Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Seller, the Company, the Subsidiaries or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Acquired Subsidiary or substantially all of the assets of the Company or any Acquired Subsidiary (other than the Distributed Subsidiaries), (B) to enter into any merger, consolidationconsolidation or other business combination involving or otherwise relating to the Company, any Acquired Subsidiary or the business combination, of the Company or the Acquired Subsidiaries or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company or any Acquired Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Seller agrees not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Acquired Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Seller or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none Agreement Seller shall not (nor shall it permit any of the Transferor Parties nor its Affiliates or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will to), directly or indirectly, (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests Business or any Transferred Assets Seller or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or Seller or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Buyer promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in if any such notice proposal or inquiry is made in writing, promptly send to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions Buyer a copy of such proposal, offer, inquiry correspondence or other contactdocument. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller agrees not to, without the prior written consent of the Acquiring PartiesBuyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller is a party. For the avoidance of doubt, nothing herein shall in any way limit Seller’s actions with respect to the Other Seller Stations.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between Between the date of this Agreement hereof and the earlier of (a) the Initial Closing and (b) the termination of this AgreementDate, none of the Transferor Parties Sellers will (nor will the Sellers permit any of their respective Affiliates, the Sellers' officers, managersdirectors, membersgeneral partners, representatives employees, agents, Representatives or agents will affiliates to) directly or indirectly, take any of the following actions with any person other than Buyer: (i) solicit, initiate, consider, entertain or encourage or accept any other proposals or offers from from, or conduct discussions with or engage in negotiations with any Person (A) person relating to any possible acquisition of any of the Partnerships or any of the Interests (whether by way of merger, purchase of all equity or ownership interests, purchase of assets or otherwise) or any material portion of the Transferor Interests its or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or their assets; (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any provide information with respect to it or any of the Partnerships to any person, other than to Buyer, relating to, or otherwise cooperate in any way, assist or participate inwith, facilitate or encourage any effort or attempt by any other Person such person to seek which the Sellers (or any of them) has knowledge, to do acquire any of the foregoingPartnerships or any of the Interests (whether by way of merger, purchase of equity or ownership interest, purchase of assets or otherwise) or any portion of its or their assets; or (iii) enter into any agreement with any person providing for the possible acquisition of any of the Partnerships or any of the Interests (whether by way of merger, purchase of equity or ownership interest, purchase of assets or otherwise), or any portion of its or their assets. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementIn addition, each of the Transferor Parties immediately shall cease Sellers also agrees that, unless and cause to until this Agreement is terminated in accordance with its terms, it will not commence, be terminated all existing discussionsinvolved in, conversationsor take any actions in furtherance of, negotiations and other communications with any Persons conducted heretofore with respect to any the process of becoming a public company through an initial public offering. Notwithstanding the foregoing. Between , nothing in this Section 4.7 shall restrict or be deemed to restrict the Sellers, between the date of this Agreement hereof and the earlier Initial Closing, from offering and selling limited partnership interests in the Partnerships to potential new limited partners in the ordinary course of (a) the Closing business and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact consistent with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partypast practices.

No Solicitation or Negotiation. Each of the Transferor Parties Party agrees that between the date of this Agreement hereof and the earlier of (a) the Closing and (b) the termination of this Share Purchase Agreement, none no Party shall, and no Affiliates or Representatives of the Transferor respective Parties nor any of their respective Affiliatesshall, officersdirectly or indirectly, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage encourage, accept or accept otherwise facilitate any other proposals or offers from any Person (A) relating to any acquisition or purchase of (1) all or any portion of the Transferor Interests equity interest or any Transferred issued capital of the Company or the Seller or (2) their respective Business Assets (other than Inventory to be sold in the Ordinary Course of Business) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the such Party or its Business or Assets (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Party immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Party shall notify Parent the other Parties promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe other Parties, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each Party agrees not to, to without the prior written consent of the Acquiring other Parties, release any Person (except the Purchaser) from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.. 50

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of Seller, the Transferor Parties nor Selling Companies, the Business Subsidiaries or any of their respective Affiliates, officers, managersdirectors, members, representatives Representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests Business or any Transferred Assets Business Subsidiary (other than inventory to be sold in the ordinary course of business consistent with past practice) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or any Business Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Buyer promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Seller agrees not to, and to cause the date of this Agreement Selling Companies and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Business Subsidiaries not to, without the prior written consent of the Acquiring PartiesBuyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is Seller, the Selling Companies or the Business Subsidiaries are a party.

No Solicitation or Negotiation. Each of The Company and the Transferor Parties Existing Shareholders each agrees that between the date of this Agreement Signing Date and the earlier of (a) the Closing and (b) the termination of this Agreement, without the prior written consent of each Purchaser, none of the Transferor Parties nor Existing Shareholders or the Company or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets or assets of the Company (other than Inventory to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidation, consolidation or other business combination, combination with the Company or the Business or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement The Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Existing Shareholders shall immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement The Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Existing Shareholders shall notify Parent each Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentsuch Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement The Existing Shareholders and the earlier of (a) the Closing and (b) the termination of this Agreement, Company each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Partieseach Purchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Existing Shareholder or the Company is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreementneither Seller, none of the Transferor Parties nor any of their respective its Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests Acquired Assets (other than Inventory to be sold in the ordinary course of the Business consistent with past practice or any Transferred Assets Tangible Personal Property obsolete or surplus to the requirements of the Business), or (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Division, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement Seller, and the earlier of (a) the Closing its respective officers, directors, representatives, agents and (b) the termination of this Agreement, each of the Transferor Parties Affiliates shall immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons heretofore conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentPurchaser, indicate in reasonable detail the identity of the Person making such 55 62 proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Seller further agrees not to, and to cause the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Division not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller or the Division Subsidiary is a partyparty or by which Seller or the Division Subsidiary is bound.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between From the date of this Agreement and hereof to the earlier of (ai) the Closing and (bii) the termination of this Agreement, (a) Seller agrees that none of Seller, the Transferor Parties nor Company, the Company Subsidiary or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any mergerCompany Takeover Proposal, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent Buyer promptly if any such proposal or offer, Company Takeover Proposal or any inquiry or other contact with any Person with respect thereto, is made after the date hereof and shall, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Seller agrees not to, and to cause Seller Subsidiary, the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Company Subsidiary not to, without the prior written consent of the Acquiring PartiesBuyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller, Seller Subsidiary, the Company or the Company Subsidiary is a partyparty to the extent such confidentiality agreement relates to the Business.

No Solicitation or Negotiation. Each Subject to the terms of the Transferor Parties agrees that between Section 5.3(b), from the date of this Agreement and until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article VIII and the Effective Time, none the Company will cease and cause to be terminated any discussions or negotiations with and terminate any data room access (or other diligence access) of the Transferor Parties nor any of their respective Person and its Affiliates, directors, officers, managersemployees, membersconsultants, agents, representatives and advisors (collectively, “Representatives”) relating to any Acquisition Transaction. Promptly following the date of this Agreement, the Company will request that each Person (other than Parent and its Representatives) that has, prior to the date of this Agreement, executed a confidentiality agreement in connection with its consideration of acquiring the Company to promptly return or agents destroy all non-public information furnished to such Person by or on behalf of the Company or any of its Subsidiaries prior to the of this Agreement in accordance with the terms of such confidentiality agreement. Subject to the terms of Section 5.3(b) and Section 5.3(d), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries and their respective directors, executive and other officers will not, and the Company will not authorize or direct any of its or its Subsidiaries’ employees, consultants or other Representatives to, directly or indirectly, (i) solicit, initiate, considerpropose or induce the making, encourage submission or accept announcement of, or knowingly encourage, facilitate or assist, any other proposals proposal that constitutes, or offers from is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (Aother than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to any acquisition or purchase of all the Company or any portion of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Transferor Interests Company or any Transferred Assets of its Subsidiaries (other than Parent, 56 Merger Sub or any designees of Parent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (Biii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal, or with respect to any inquiries from third Persons relating to making a potential Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (v) enter into any mergerletter of intent, consolidationmemorandum of understanding, business combinationmerger agreement, recapitalization, reorganization acquisition agreement or other extraordinary business transaction involving or otherwise Contract relating to the Business an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (iivi) participate in any discussions, conversations, negotiations and other communications regarding, authorize or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek commit to do any of the foregoing. Between From the date of this Agreement and until the earlier to occur of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause Agreement pursuant to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement Article VIII and the earlier Effective Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partycommittee thereof).

No Solicitation or Negotiation. Each of Classic and the Transferor Parties Company agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of neither Classic nor the Transferor Parties Company nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of Classic or any Transferred Assets the Company or assets of Classic or the Company, (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with Classic or the Company or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to Classic or the Business Company, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date Each of this Agreement Classic and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, other than as required by the Exchange Act in connection with the Tender Offer. Between the date Each of this Agreement Classic and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date Each of this Agreement Classic and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company agrees not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Classic or the Company is a party.

No Solicitation or Negotiation. Each of the Transferor Parties The Company agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none neither the Company nor any of the Transferor Parties its Subsidiaries nor any of their respective Affiliates, officers, managers, members, representatives directors or agents Representatives will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aother than the Buyer): (i) relating to any acquisition acquisition, purchase or purchase exclusive license of all or any portion of the Transferor Interests or any Transferred Assets or Assets; (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with the Company that could reasonably be expected to affect the FS Business or the Transferred Assets or that would delay or interfere with the Acquisition or the other transactions contemplated by this Agreement; (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the FS Business or the Transferred Assets or that could reasonably be expected to delay or interfere with the Acquisition or the other transactions contemplated by this Agreement; or (iiiv) release any Person from, or waive any provision of, any confidentiality agreement that relates to the FS Business or the Transferred Assets or any standstill agreement to which the Company is a party, or (b) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person (other than the Buyer) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify Parent the Buyer promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the principal terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties Group Companies, the Sellers agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none it will not, shall cause each of the Transferor Parties nor any of their its respective Affiliates, officers, managers, membersdirectors, representatives or agents will not to (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests share or registered capital of any Transferred Group Company or of the Assets or (other than inventory to be sold in the Ordinary Course), (B) to enter into any merger, consolidation, consolidation or other business combination, combination with any Group Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business any Group Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do do, any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each Each of the Transferor Parties Group Companies, the Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each Each of the Transferor Parties Group Companies, the Sellers shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each Each of the Transferor Parties agrees Group Companies, the Sellers agree not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Group Company or any Seller is a party.

No Solicitation or Negotiation. Each (a) Upon and only upon receipt by the Sellers of a written notice from Purchaser and Newco that each of Purchaser’s and Newco’s conditions precedent to the Transferor Parties agrees that between the date Closing of this Agreement relating to the receipt of certain agreements, documents, schedules or instruments described herein but to be negotiated and agreed upon by the parties thereto following the date hereof have been satisfied or waived by Purchaser and Newco and the earlier satisfaction or waiver of such conditions precedent relating to the Sellers (athe “Document Agreement Notice”) and then only until the Closing and (b) the Date or termination of this AgreementAgreement pursuant to Article XIV, none neither Sellers nor Newco shall, nor shall they authorize or permit any of the Transferor Parties nor their Affiliates or any of their respective Affiliates, officers, managersdirectors, membersAffiliates or employees, representatives or agents will any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly, (i) solicitsolicit or initiate the making, initiate, consider, encourage submission or accept announcement of any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or Alternative Proposal; (ii) participate in any discussions, conversations, discussions or negotiations and other communications regarding, or furnish to any other Person any non-public information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of Alternative Proposal; (aiii) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact engage in discussions with any Person with respect theretoto any Alternative Proposal, is made except as to the existence of these provisions; (iv) approve, endorse or recommend any Alternative Proposal; (v) enter into any letter of intent or similar document or any Contract, agreement or commitment contemplating or otherwise relating to any Alternative Proposal; or (vi) if any conduct or activity described in clauses (i) through (iv) above had occurred, then to immediately terminate the same and shallcease and desist any continuation of such conduct or activity (items (i) thorough (v) above being hereinafter collectively referred to as the “Marketing Activities”). Notwithstanding the foregoing, in any such notice to Parent, indicate in reasonable detail the identity event that the form and substance of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Northstar Capital Improvement Agreement and TLH Assignment Agreement are not agreed upon by the earlier parties thereto by the Anticipated Closing Date, Sellers shall be entitled to undertake the Marketing Activities after the Anticipated Closing Date and until such time as the form and substance of (a) Northstar Capital Improvement Agreement and TLH Assignment Agreement are agreed upon by the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyparties thereto.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) On the Closing date hereof, the Company shall, and (b) the termination of this Agreement, none of the Transferor Parties nor any shall instruct and cause its Subsidiaries and each of their respective AffiliatesRepresentatives (as hereinafter defined) to cease immediately and cause to be terminated any and all existing activities, discussions or negotiations with any Person that may be ongoing with respect to any Takeover Proposal, and deliver written notice to each such Person to the effect that the Company is immediately terminating all activities, discussions and negotiations with such Person (and its agents or advisors) with respect to any Takeover Proposal. Such notice shall request that such Person promptly return or destroy (and confirm compliance therewith), and the Company shall use its reasonable best efforts to cause any such Person (and its agents or advisors) to promptly return or destroy, all non-public information in respect of the Company or any of its Subsidiaries or the Business that was furnished by or on behalf of the Company and its Subsidiaries. The Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit its and its Subsidiaries’ directors, officers, managersemployees, membersadvisors, representatives investment bankers, lawyers or agents will other consultants and advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) to, directly or indirectly, (i) solicit, initiate, consider, initiate or knowingly encourage or accept take any other proposals action to facilitate or offers from encourage the submission of any Person inquiries or the making of any proposal or offer that constitutes, or may reasonably be likely to lead to, any Takeover Proposal, (Aii) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into or conduct or engage in any mergerdiscussions or negotiations with, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving provide or otherwise disclose any non-public information relating to the Business Company or (ii) participate in any discussionsof its Subsidiaries to, conversationsafford access to the Business, negotiations and other communications regardingproperties, assets, personnel, books or furnish to records of the Company or any other Person any information with respect of its Subsidiaries to, or otherwise cooperate in any wayknowingly assist, assist or participate in, facilitate or encourage any effort by, any Person that the Company or attempt its Subsidiaries or any of their respective Representatives has reason to believe is considering or seeking to make, or has made, or in any way in furtherance of, any Takeover Proposal, (iii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (iv) approve, endorse, recommend, execute or enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Takeover Proposal (each, a “Company Acquisition Agreement”) or any proposal or offer that could reasonably be expected to lead to a Takeover Proposal, (v) take any action to exempt any Person from, or make any acquisition of securities of the Company by any other Person not subject to, any state Takeover Law that applies to seek the Company with respect to a Takeover Proposal or otherwise, except for Parent, Merger Sub or any of their respective Subsidiaries, or the transactions contemplated hereby, or (vi) resolve or agree to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to foregoing or otherwise authorize or permit any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if its Representatives to take any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contactaction. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.66

No Solicitation or Negotiation. Each Subject to the terms of the Transferor Parties agrees that between Section 5.3(b), from the date of this Agreement and until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article VIII and the Effective Time, none of the Transferor Parties nor Company shall cease and cause to be terminated any of their respective discussions or negotiations with any Person and its Affiliates, directors, officers, managersemployees, membersconsultants, agents, representatives and advisors (collectively, “Representatives”) that would be prohibited by this Section 5.3(a), including by terminating access to any physical or agents will electronic data rooms and requesting that any such Person and its Representatives promptly return or destroy all confidential information concerning the Company and its Subsidiaries furnished by or on behalf of the Company or any of its Subsidiaries (and all analysis and other materials prepared by or on behalf of such Person that contain any such information), in each case in accordance with the applicable confidentiality agreement between the Company and such Person. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries shall not, and shall cause their respective Representatives not to, directly or indirectly, (i) solicit, initiate, considerpropose or induce the making, encourage submission or accept announcement of, or knowingly encourage, facilitate or assist, any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case to induce the making, submission or announcement of, to knowingly encourage, facilitate or assist, or otherwise relating to an Acquisition Proposal or any inquiries or the making of any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal (or inquiries, proposals or offers from or any other effort or attempt that could reasonably be expected to lead to an Acquisition Proposal), in each case other than (a) directing such Persons to the provisions contained in this Section 5.3 or (b) following receipt of an unsolicited Acquisition Proposal, contacting such Person or its Representatives solely to clarify the terms and conditions of such Acquisition Proposal; (Aiv) approve, endorse or recommend an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction or that would require the Company to abandon or terminate this Agreement or fail to consummate the Merger, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or purchase other Contract, an “Alternative Acquisition Agreement”); (vi) waive the applicability of all or any portion of the Transferor Interests or any Transferred Assets anti-takeover Laws in respect of any Person (other than Parent, Merger Sub and their Affiliates); or (Bvii) to enter into any mergerotherwise cooperate with, consolidationknowingly assist, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoingmake an Acquisition Proposal. Between From the date of this Agreement and until the earlier of (a) the Closing and (b) the termination of this Agreement, each Company’s receipt of the Transferor Parties immediately shall cease Requisite Stockholder Approval, the Company will not be required to enforce, and cause will be permitted to waive, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof), in each case solely to the extent that the Company Board (or a committee thereof) determines in good faith (after consultation with its financial advisors and outside legal counsel) that the failure to do so would be terminated all existing discussions, conversations, negotiations inconsistent with its fiduciary duties under applicable Law and other communications with then only to permit such Person to make confidential proposals to the Company. The Company acknowledges that any Persons conducted heretofore with respect to violation of the restrictions in this Section 5.3(a) by any of the foregoing. Between Company’s Subsidiaries or by any Representatives of the date Company or any of its Subsidiaries, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of the Company or any of its Subsidiaries, shall be deemed a breach of this Agreement and by the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyCompany.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties neither Seller nor any of their respective its Affiliates, officers, managers, membersdirectors, representatives or agents will will, directly or indirectly, (i) solicit, initiate, consider, encourage encourage, facilitate, engage in discussions or negotiations with, provide any information to, cooperate, assist, or accept any other proposals proposals, inquiries or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of Seller or any Transferred Assets or material assets of Seller, (B) to enter into any merger, consolidation, consolidation or other business combination, combination with Seller or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Seller or (ii) conduct, participate or engage in any discussions, conversations, negotiations and other communications regarding, enter into any confidentiality agreement or agree to be bound by any confidentiality restrictions, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not toSeller will not, without the prior written consent of the Acquiring PartiesBuyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Seller is a party. Without limiting the foregoing, Seller acknowledges and agrees that any violation of the foregoing restrictions by the Shareholders or their representatives shall be deemed a breach of this Section 5.12 by Seller. Seller shall promptly advise Buyer, but in no event later than twenty-four (24) hours after receipt, of its receipt of an acquisition proposal and, subject to any confidentiality restrictions, the general terms and conditions of any such proposal and the identity of the Person making any such proposal.

No Solicitation or Negotiation. Each of the Transferor Parties agrees The Sellers agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with its terms, none of the Transferor Parties nor any of Sellers and none their respective Affiliates, officersand Representatives, managers, members, representatives or agents will shall: (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock or any Transferred Assets assets of the Corporation or the Subsidiary, or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Corporation or the Subsidiary; or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees The Sellers agree not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Seller, as applicable, is a party.

No Solicitation or Negotiation. Each of Seller and the Transferor Parties General ------------------------------ Partner agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of the Transferor Parties nor Sellers, the General Partner, any of the Companies or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock or other equity interests of any of the Companies or assets of any of the Companies or any Transferred Assets or of the Purchased Assets, (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Business or the Assets or (iib) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, in facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement The Sellers immediately shall, and the earlier of (a) the Closing and (b) the termination of this Agreement, shall cause each of the Transferor Parties immediately shall Companies to, cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement The Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties General Partner shall notify Parent Buyer promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement Each Seller and the earlier of (a) the Closing General Partner agrees not to, and (b) the termination of this Agreement, agrees to cause each of the Transferor Parties agrees Companies not to, without the prior written consent of the Acquiring PartiesBuyer, release any Person from, or waive any provision provisions of, any confidentiality or standstill agreement to which such Transferor Party any Seller or any of the Companies is a party.

No Solicitation or Negotiation. Each Subject to the terms of the Transferor Parties agrees that between Section 5.3(b), from the date of this Agreement and hereof until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article VIII and the Effective Time, none of the Transferor Parties nor Company will cease and cause to be terminated any of their respective discussions or negotiations with any Person and its Affiliates, directors, officers, managersemployees, membersconsultants, agents, representatives and advisors (collectively, “Representatives”) that would be prohibited by this Section 5.3(a), request the prompt return or agents destruction of all non-public information concerning the Company or its Subsidiaries theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the six month period immediately preceding the date hereof and will (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives; and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms of Section 5.3(b), from the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company Group will not, and will not instruct, authorize or knowingly permit any of its Representatives to, directly or indirectly, (i) solicit, initiate, considerpropose or induce the making, encourage submission or accept announcement of, or knowingly encourage, facilitate or assist, any other proposals proposal or offers from inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (A) relating other than to any acquisition or purchase of all Parent, Merger Sub or any portion designees of the Transferor Interests Parent or Merger Sub) any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise non-public information relating to the Business Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (ii) participate other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any discussionssuch case with the intent to induce the making, conversations, negotiations and other communications regardingsubmission or announcement of, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate inknowingly encourage, facilitate or encourage assist, any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offerinquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiry inquiries or other contact the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect theretoto an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or is made and shallreasonably expected to lead to, in an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such notice to Parentletter of intent, indicate in reasonable detail the identity memorandum of the Person making such proposalunderstanding, offermerger agreement, inquiry or contact and the terms and conditions of such proposal, offer, inquiry acquisition agreement or other contactContract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). Between From the date of this Agreement and hereof until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to Article VIII and the Effective Time, each of the Transferor Parties agrees Company will not tobe required to enforce, without the prior written consent of the Acquiring Partiesand will be permitted to waive, release any Person from, or waive any provision of, of any standstill or confidentiality agreement solely to the extent that such provision prohibits or standstill agreement purports to which such Transferor Party is prohibit a partyconfidential proposal being made to the Company Board (or any committee thereof).

No Solicitation or Negotiation. Each of (1) Except with respect to a Nova I Go Shop Bidder, from and after the Transferor Parties agrees that between Go Shop Period End Time, Nova I shall, and shall cause the date of this Agreement Nova I Subsidiaries and the earlier of (a) the Closing its and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersAffiliates and Representatives, membersand shall direct each of its and the Nova I Subsidiaries’ other Representatives (to the extent acting on behalf of Nova I) to, representatives immediately cease and cause to be terminated any discussions or agents will negotiations with any person conducted theretofore with respect to any Nova I Acquisition Proposal. Except with respect to a Nova I Go Shop Bidder, from and after the Go Shop Period End Time, Nova I shall not, and shall cause the Nova I Subsidiaries and its and their respective directors, officers and Affiliates, and shall direct each of its and the Nova I Subsidiaries’ other Representatives (ito the extent acting on behalf of Nova I) not to, directly or indirectly, (I) solicit, initiate, consider, knowingly encourage or accept facilitate any other inquiries, proposals or offers from for, or engage in any Person (A) negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any acquisition inquiry, proposal, offer or purchase of all other action that constitutes, or any portion of the Transferor Interests or any Transferred Assets or could reasonably be expected to lead to, a Nova I Acquisition Proposal, (BII) to enter into any mergeror engage in, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving Table of Contents continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regardingregarding or otherwise in furtherance of, or furnish to any other Person person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova I Acquisition Proposal, (III) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova I or any of the Nova I Subsidiaries, or (IV) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, arrangement, understanding, contract or agreement in principle (whether binding or not) with respect to, contemplating or otherwise cooperate relating to a Nova I Acquisition Proposal; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Nova I shall be permitted to waive or to not enforce any wayprovision of any confidentiality, assist “standstill” or participate insimilar obligation to permit a person to make a confidential Nova I Acquisition Proposal directly to the Nova I Board Special Committee if the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel that any such failure to waive or to not enforce would be inconsistent with or otherwise result in a breach of the Nova I directors’ duties under applicable Law. Upon the Go Shop Period End Time, facilitate Nova I shall, and shall cause the Nova I Subsidiaries and their respective directors, officers, Affiliates and Representatives to: (1) withdraw and terminate access that was granted to any person (other than any Nova I Go Shop Bidder and the Other Parties and their respective Representatives) to any “data room” (virtual or encourage physical) that was established with respect to or in connection with any effort Nova I Acquisition Proposal or attempt by potential Nova I Acquisition Proposal and (2) exercise and use commercially reasonable efforts to enforce any contractual rights available to Nova I to cause each person (other Person than any Nova I Go Shop Bidder and the Other Parties and their respective Representatives) who received non-public or confidential information of Nova I or any Nova I Subsidiary to seek promptly return to do Nova I or destroy such information. For the avoidance of doubt, after the Go Shop Period End Time and until the receipt of the Nova I Requisite Vote, Nova I, the Nova I Subsidiaries and their respective Representatives may continue to take any of the foregoing. Between the date of this Agreement and the earlier of (aactions described in Section 6.01(a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of proposals or offers regarding any Nova I Acquisition Proposal submitted by a Nova I Go Shop Bidder on or before the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if Go Shop Period End Time or with respect to any amended or modified proposal or offer with respect to any such proposal Nova I Acquisition Proposal submitted by a Nova I Go Shop Bidder after the Go Shop Period End Time if the Nova I Board Special Committee has determined in good faith after consultation with outside legal counsel and outside financial advisors that such Nova I Acquisition Proposal (as may be amended or offer, modified) is or any inquiry or other contact with any Person is reasonably likely to lead to a Nova I Superior Proposal; provided that a Nova I Go Shop Bidder shall cease to be a Nova I Go Shop Bidder if the negotiations between Nova I and such Nova I Go Shop Bidder with respect thereto, is made and shall, to the Nova I Acquisition Proposal that resulted in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is Nova I Go Shop Bidder becoming a partyNova I Go Shop Bidder shall have been terminated.

No Solicitation or Negotiation. Each of the Transferor Parties Seller, 3R and Xx. Xxxx agrees that between the date of this Agreement hereof and the earlier of (a) the Closing and (b) the termination of this Agreement, none of neither the Transferor Parties Seller nor any of their respective its Affiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any a controlling portion of the Transferor Interests capital stock of the Seller or any Transferred Assets or Purchased Assets, (B) to enter into any merger, consolidation, consolidation or other business combination, combination with the Seller or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Seller without the approval of the Purchaser, which approval shall not be unreasonably withheld or delayed, or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each Each of the Transferor Parties Seller, 3R and Xx. Xxxx immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each Each of the Transferor Parties Seller, 3R and Xx. Xxxx shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller agrees not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Seller is a party.

No Solicitation or Negotiation. Each of Subject to Section 9.15, the Transferor Parties Company agrees that between from and after the date Signing Date until the occurrence of this Agreement and a Covenant Expiration Event, neither the earlier of (a) the Closing and (b) the termination of this AgreementCompany, none of the Transferor Parties nor any of their respective its Subsidiaries, Affiliates, officers, managers, membersdirectors, representatives or agents will will: (i1) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets assets of the Company, or (Bii) to enter into any merger, consolidation, business combinationreorganization, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to combination with the Business Company (each of the events described in clauses (i) and (ii) an “Alternative Transaction”), or (ii2) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoingAlternative Transaction. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify Parent the Investors promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Investors, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company agrees not to, without the prior written consent of the Acquiring PartiesRequisite Holders, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party it is a party. For the purposes of clarification, joint ventures or other similar collaborative transactions with non-financial participants which are not primarily intended to raise capital shall not be deemed an Alternative Transaction.

No Solicitation or Negotiation. Each of the Transferor Parties The Company agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor Company Securityholders, any Acquired Company or any of their respective Affiliates, managers, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of Company Stock, any Equity Participations in an Acquired Company or the Transferor Interests assets of an Acquired Company (other than the sale of products in the Ordinary Course of Business and other than the issuance of Common Stock upon the exercise of Company Options or any Transferred Assets the Warrant outstanding as of the date of this Agreement) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business an Acquired Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement The Company immediately shall and the earlier of (a) the Closing shall cause each Acquired Company and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease their respective Affiliates, managers, officers, directors, representatives or agents to cease, and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Company agrees not to, and to cause the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Acquired Companies not to, without the prior written consent of the Acquiring PartiesParent, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party any Acquired Company is a partyparty that relates to any aspect of the assets or business of the Acquired Companies.

No Solicitation or Negotiation. Each of (1) Constellation will, and will cause the Transferor Parties agrees that between the date of this Agreement Constellation Subsidiaries and the earlier of (a) the Closing its and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersemployees and Affiliates, membersand shall direct each of its and the Constellation Subsidiaries’ other Representatives (to the extent acting on behalf of Constellation) to, representatives immediately cease and cause to be terminated any discussions or agents negotiations with any person conducted heretofore with respect to any Constellation Acquisition Proposal. Constellation will not, and will cause the Constellation Subsidiaries and its and their respective directors, officers, employees and Affiliates, and shall direct each of its and the Constellation Subsidiaries’ other Representatives (ito the extent acting on behalf of Constellation) not to, directly or indirectly, (I) solicit, initiate, consider, or knowingly encourage or accept knowingly facilitate inquiries or proposals for, or engage in any other proposals negotiations concerning, or offers from provide any Person (A) confidential or nonpublic information or data to, or have any discussions with, any person relating to any acquisition inquiry, proposal or purchase of all offer that constitutes, or any portion of the Transferor Interests or any Transferred Assets or could reasonably be expected to lead to, a Constellation Acquisition Proposal, (BII) to enter into any mergerengage in, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regarding, or furnish to any other Person person any information in connection with respect or for the purpose of encouraging or facilitating, any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, a Constellation Acquisition Proposal, or otherwise cooperate (III) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, or agreement in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore principle with respect to a Constellation Acquisition Proposal. As promptly as practicable following the date hereof (but in any event within three (3) business days of the foregoing. Between date hereof), Constellation shall: (1) withdraw and terminate access that was granted to any person (other than the date of this Agreement Other Parties and the earlier of (atheir respective Representatives) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if to any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.“data

No Solicitation or Negotiation. Each Parent, LSI, LSL, each of the Transferor Parties Companies, each of the Subsidiaries, and their respective Affiliates, and representatives (including without limitation Parent’s attorneys and accountants) shall immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition Proposal. Parent also agrees promptly to request each Person that between has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, acquisition of stock or assets or otherwise) any Company or any Subsidiary, if any, to return all confidential information heretofore furnished to such Person by or on behalf of any Company or any Subsidiary and, if requested by Newport, to enforce such Person’s obligation to do so. Parent, LSI, LSL, each of the date Companies, and each Subsidiary and their respective Affiliates and representatives shall not, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any information to or enter into any agreement with any Person or group (other than Newport and Buyer or any designees of this Agreement Newport and Buyer) concerning any Third Party Acquisition Proposal. Sellers shall promptly (and in any event within three (3) Business Days after any Sellers’ Knowledge thereof) (x) notify Newport in the earlier event Parent, LSI, LSL, any Company or any Subsidiary or any of their respective Affiliates receives any Third Party Acquisition Proposal, including (a1) the Closing terms and conditions thereof, (2) the identity of the party submitting such proposal, and (b3) the termination any request for confidential information made in connection with a Third Party Acquisition Proposal, (y) provide a copy of any written agreements, proposals or other materials received from any such Person or group (or its representatives), and (z) promptly, and in any event within three (3) Business Days, advise Newport of any material modifications thereto. For purposes of this Agreement, none any breach of this Section 6.3 by Parent, LSI, LSL, any of the Transferor Parties nor Companies, any of the Subsidiaries, or any of their respective AffiliatesAffiliates and representatives, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating shall be deemed to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date be a breach of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Section 6.3 by Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties (a) ISI agrees that between the date of this Agreement and the earlier of (ai) the Closing effective Time and (bii) the termination of this Agreement, none of ISI, ISC, the Transferor Parties Subsidiaries, the Ventures nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets Acquisition Proposal or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do consummate any of the foregoingAcquisition Proposal. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties ISI immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties ISI shall notify Parent Ispat promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, to an Acquisition Proposal is made and shall, in any such notice to Parent, shall indicate in reasonable detail the identity of the Person making such proposal, offerAcquisition Proposal, inquiry or contact and the terms and conditions of such proposal, offerAcquisition Proposal, inquiry or other contact. Between ISI agrees during the date period provided for in the first sentence of this Agreement Section 5.06 not to, and the earlier of (a) the Closing and (b) the termination of this Agreementto cause ISC, each of the Transferor Parties agrees Subsidiary and each Venture not to, without the prior written consent of the Acquiring PartiesIspat, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party ISI, ISC, any Subsidiary or any Venture is a partyparty which would be applicable to an Acquisition Proposal.

No Solicitation or Negotiation. Each of the Transferor Parties agrees Sellers and the Company agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective such Party shall not and shall cause its Affiliates, officers, managers, membersdirectors, representatives or agents will (if any) not to (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital of the Company or any Transferred Assets Company Subsidiary or assets of the Company or any Company Subsidiary (other than Inventory to be sold in the ordinary course of business consistent with past practice), (B) to enter into any merger, consolidationamalgamation, consolidation or other business combination, combination with the Company or any Company Subsidiary or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company or any Company Subsidiary (any such proposal or offer described in clauses (A), (B) or (C), an "ACQUISITION PROPOSAL") or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between Each of the date of this Agreement Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company immediately shall cease and use its reasonable efforts to cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between Each of the date of this Agreement Sellers and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that The Sellers agree that, except as otherwise contemplated by this Agreement, between the date of this Agreement and the earlier later of (a) the Closing and (bx) the termination of this Agreementthe Agreement and (y) August 12, 2005, none of the Transferor Parties nor Sellers, the Company, the Subsidiaries or any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will will: (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase purchase, directly or indirectly, of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets Subsidiary or material assets of the Company or any Subsidiary, (B) to enter into any merger, consolidation, consolidation or other business combination, combination with the Company or any Subsidiary or (C) to enter into a recapitalization, reorganization or other extraordinary business similar transaction involving the Company or otherwise relating to any Subsidiary that is inconsistent with the Business transactions contemplated by this Agreement (each, an “Alternate Transaction”), or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between ; except in the date case of this Agreement and the earlier of clause (ai) the Closing and (bii) other than the termination of transactions contemplated by this Agreement, each of the Transferor Parties . The Sellers immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoingan Alternate Transaction. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent the Purchaser promptly if any such proposal or offer, or any inquiry or other contact contract with any Person with respect thereto, is made and shall, in any such notice to Parentthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Sellers agree not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Subsidiary not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company or any Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of Unless and until this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreementis terminated or consummated, none of the Transferor Parties nor any of Company, the Members, Parent, Holdings and Merger Sub shall suffer or permit their respective Affiliatesdirectors, officers, managersstockholders, membersemployees, representatives representatives, agents, investment bankers, advisors, accountants or agents will (i) attorneys, to initiate or solicit, initiatedirectly or indirectly, considerany inquiries or the making of any offer or proposal that constitutes or would be reasonably expected to lead to a proposal or offer (other than as expressly contemplated by this Agreement) for a stock purchase, encourage asset acquisition, merger, consolidation or other business combination involving any of the Company, Parent, Holdings or Merger Sub or any proposal to acquire in any manner a direct or indirect substantial equity interest in, or all or any substantial part of the assets of, Company, Parent, Holdings or Merger Sub (an “Alternative Proposal”) from any person and/or entity, or engage in negotiations or discussions relating thereto or accept any Alternative Proposal, or make or authorize any statement, recommendation or solicitation in support of any Alternative Proposal. The Company and the Members on the one hand, and Parent, Holdings and Merger Sub on the other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion hand, shall notify the other orally and in writing of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any receipt of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal inquiries, offers or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and proposals (including the terms and conditions of any such offer or proposal, offerthe identity of the person and/or entity making it and a copy of any written Alternative Proposal), inquiry as promptly as practicable and in any event within 48 hours after the receipt thereof, and shall keep the other parties informed of the status and details of any such inquiry, offer or proposal. The Company, Members, Parent, Holdings and Merger Sub shall immediately terminate any existing solicitation, activity, discussion or negotiation with any person and/or entity hereafter conducted by them or by any officer, employee, director, stockholder or other contact. Between representative thereof with respect to the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyforegoing.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) The Company shall, and shall cause its subsidiaries, its affiliates and their respective officers and other employees, directors, representatives (including the Closing Company Financial Advisor and any other investment banker and any attorneys and accountants) and agents to, immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (bas defined below). The Company also agrees promptly to request each person that has at any time heretofore executed a confidentiality agreement that governs such person's discussions with the Company or any of its representatives, at any time on or after January 1, 1999, of acquiring (whether by merger, acquisition of stock or assets or otherwise) the termination Company or any of this Agreementits subsidiaries, none if any, to return all confidential information heretofore furnished to such person by or on behalf of the Transferor Parties Company or any of its subsidiaries and, if requested by Parent, to enforce such person's obligation to do so. Neither the Company nor any of its affiliates shall, nor shall the Company authorize or permit any of its or their respective Affiliates, officers, managersdirectors, membersemployees, representatives or agents will (i) to, directly or indirectly, encourage, solicit, initiate, consider, encourage participate in or accept initiate discussions or negotiations with or provide any other proposals or offers from any Person (A) relating non-public information to any acquisition person or purchase of all group (other than Parent and Acquisition or any portion designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that if the Company Board determines in good faith, acting only after consultation with legal counsel of nationally recognized standing and in a manner consistent therewith, that the failure to do so would be a breach of its fiduciary duties to the Company's stockholders under the DGCL, the Company may, in response to a proposal or offer for a Company Acquisition that was not solicited and that the Company Board determines, based upon the opinion of the Transferor Interests Company Financial Advisor (or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any another financial advisor of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect theretonationally recognized standing), is made from a Third Party that is capable of consummating a Superior Proposal and shall, in any such notice to Parent, indicate in reasonable detail only for so long as the identity Board of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.Directors

No Solicitation or Negotiation. Each of the Transferor Parties Company and the Principal Stockholders covenants and agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties neither it nor any of their respective its Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage encourage, negotiate, discuss or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets that would constitute a Competing Transaction or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (iib) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do do, any of the foregoing. Between the date of this Agreement and the earlier of actions described in clause (a) (the Closing actions described in (a) and (b) the termination of this Agreementcollectively, each “Prohibited Actions”). Each of the Transferor Parties Company and the Principal Stockholders represents and warrants that it does not have any agreement, understanding or arrangement involving a Prohibited Action. Each of the Company and the Principal Stockholders immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of involving a Prohibited Action. The Company or the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementPrincipal Stockholders, each of the Transferor Parties as applicable, shall notify Parent promptly in writing if any such proposal or proposal, offer, or any inquiry or other contact with any Person with respect thereto, involving a Prohibited Action is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or other contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Each of the date of this Agreement Company and the earlier of (a) the Closing Principal Stockholders covenants and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring PartiesParent, release any Person from, from or waive any provision of, of any confidentiality or standstill agreement relating to which such Transferor Party is a partyor affecting the Company.

No Solicitation or Negotiation. Each of the Transferor Parties The Parent agrees that between the ------------------------------ date of this Agreement and the earlier of (a) the Closing and (b) or the termination of this Agreement, none of neither the Transferor Parties Parent or the Parent Subsidiaries nor any of their respective Affiliates, officers, managers, membersdirectors, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Parent or any Transferred Assets Parent Subsidiary or assets of the Parent or any Parent Subsidiary (other than any sale of assets to be sold in the ordinary course of business consistent with past practice) or (Bii) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business Parent or any Parent Subsidiary, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Parent shall immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications heretofore conducted with any Persons conducted heretofore Person with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Parent shall notify Parent the Company promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parentthe Company, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement The Parent agrees not to, and the earlier of (a) the Closing and (b) the termination of this Agreement, to cause each of the Transferor Parties agrees Parent Subsidiary not to, without the prior written consent of the Acquiring PartiesCompany, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Parent or any Parent Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of Unless and until this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreementis terminated or consummated, none of the Transferor Parties nor any of Company, the Members or the Buyer shall, and the Buyer shall ensure that Merger Co 1 and Merger Co 2 shall not, suffer or permit their respective Affiliatesdirectors, officers, managersstockholders, membersemployees, representatives representatives, agents, investment bankers, advisors, accountants or agents will (i) attorneys, to initiate or solicit, initiatedirectly or indirectly, considerany inquiries or the making of any offer or proposal that constitutes or would be reasonably expected to lead to a proposal or offer (other than as expressly contemplated by this Agreement) for a stock purchase, encourage asset acquisition, merger, consolidation or other business combination involving any of the Company, the Buyer, Merger Co 1 or Merger Co 2 or any proposal to acquire in any manner a direct or indirect substantial equity interest in, or all or any substantial part of the assets of, Company, the Buyer, Merger Co 1 or Merger Co 2 (an “Alternative Proposal”) from any person and/or entity, or engage in negotiations or discussions relating thereto or accept any Alternative Proposal, or make or authorize any statement, recommendation or solicitation in support of any Alternative Proposal. The Company and the Members on the one hand, and the Buyer on the other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion hand, shall notify the other orally and in writing of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any receipt of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal inquiries, offers or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and proposals (including the terms and conditions of any such offer or proposal, offerthe identity of the person and/or entity making it and a copy of any written Alternative Proposal), inquiry as promptly as practicable and in any event within 48 hours after the receipt thereof, and shall keep the other parties informed of the status and details of any such inquiry, offer or proposal. The Company, Members and the Buyer shall immediately terminate any existing solicitation, activity, discussion or negotiation with any person and/or entity hereafter conducted by them or by any officer, employee, director, stockholder or other contact. Between representative thereof with respect to the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyforegoing.

No Solicitation or Negotiation. Each of the Transferor Parties The Company agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of neither the Transferor Parties Company nor any of their its respective Affiliatesaffiliates, officers, managers, membersdirectors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests capital stock of the Company or any Transferred Assets assets of the Company (other than inventory to be sold in the ordinary course of business consistent with past practice or relating to the closure of its central kitchens), (B) to enter into any merger, consolidation, consolidation or other business combination, combination with the Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons persons conducted heretofore with respect to to, any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company shall notify Parent the Purchasers promptly if any such proposal or offer, or any inquiry or other contact with any Person person with respect thereto, is made and shall, in any such notice to Parentthe Purchasers, indicate in reasonable detail the identity of the Person person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Company agrees not to, without the prior written consent of the Acquiring PartiesPurchasers, release any Person person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company is a party.